-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSRtrFk4X+HLOTD1uo92rJltq0IW7f98gOTHlrOEjOY6ThiujvVZfIUAgh+8euNW tJw3YzPHP+HMtB5pddlEBQ== 0001209191-07-054527.txt : 20070921 0001209191-07-054527.hdr.sgml : 20070921 20070921112822 ACCESSION NUMBER: 0001209191-07-054527 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070919 FILED AS OF DATE: 20070921 DATE AS OF CHANGE: 20070921 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUANTA SERVICES INC CENTRAL INDEX KEY: 0001050915 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 742851603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7133506000 MAIL ADDRESS: STREET 1: 1360 POST OAK BLVD SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Helwig David R CENTRAL INDEX KEY: 0001289476 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13831 FILM NUMBER: 071128510 BUSINESS ADDRESS: BUSINESS PHONE: (610) 613-3000 MAIL ADDRESS: STREET 1: C/O INFRASOURCE SERVICES, INC STREET 2: 100 WEST SIXTH STREET, SUITE 300 CITY: MEDIA STATE: PA ZIP: 19063 4 1 h50079_1drh.xml MAIN DOCUMENT DESCRIPTION X0202 4 2007-09-19 0001050915 QUANTA SERVICES INC PWR 0001289476 Helwig David R 1360 POST OAK BLVD. SUITE 2100 HOUSTON TX 77056 1 0 0 0 Forward sale contract (obligation to sell) 2007-09-19 4 J 1 1 A 2008-09-23 2008-09-23 Common Stock 151403 1 I See Footnote Forward sale contract (obligation to sell) 2007-09-19 4 J 1 1 A 2009-09-23 2009-09-23 Common Stock 151403 2 I See Footnote Forward sale contract (obligation to sell) 2007-09-19 4 J 1 1 A 2010-09-23 2010-09-23 Common Stock 151403 3 I See Footnote On September 19, 2007, DRHCLH Partnership, L.P. (the "Partnership"), of which David Helwig, a member of the Board of Directors of Quanta Services, Inc. (the "Company"), is a general partner, entered into three variable prepaid forward sales contracts (the "2008 Contract", the "2009 Contract", and the "2010 Contract", collectively, the "Contracts" and each a "Contract"), with UBS Securities LLC (the "Buyer") to sell a portion of the common stock of the Company (the "Common Stock") controlled by Mr. Helwig through the Partnership. Pursuant to each Contract, the Partnership has an obligation to deliver to the Buyer up to 151,403 shares (subject to applicable adjustments) of the Common Stock on the settlement date of the related Contract (September 23, 2008, September 23, 2009, and September 23, 2010, respectively). In exchange for entering into the Contracts, on September 21, 2007, the Partnership received an up-front cash payment from the Buyer in the aggregate equal to approximately $10,232,797.48 (reflecting payments of $3,578,337.78 for the 2008 Contract, $3,405,365.57 for the 2009 Contract, and $3,249,094.13 for the 2010 Contract) and the right to participate in a portion of any future appreciation of the Common Stock. With respect to each Contract, the Partnership pledged 151,403 shares of Common Stock (the "Pledged Shares") (454,209 shares of Common Stock in the aggregate) to secure its obligations under the related Contract, but retained voting rights in the Pledged Shares (except upon the occurrence of an event of default pursuant to the terms of the pledge agreements). With respect to each Contract, the number of shares of Common Stock required to be delivered to the Buyer on the related settlement date (the "Deliverable Shares"), if the Partnership does not timely elect a cash settlement, will be determined as follows: (A) if the arithmetic mean of the volume-weighted average per share price of the Common Stock on each of the three business days prior to and including the maturity date of the related Contract (the "Settlement Price") is less than or equal to $26.2635 (the "Downside Price"), the Partnership is required to deliver to the Buyer all of the Pledged Shares relating to the applicable Contract; (B) if the Settlement Price for the applicable Contract is between the Downside Price and $31.5162, in the case of the 2008 Contract, $34.1426, in the case of the 2009 Contract, and $36.7689, in the case of the 2010 Contract (in each case, the applicable "Upper Limit"), the Partnership is required to deliver to the Buyer a number of shares of Common Stock equal to the product of (i) the number of Pledged Shares multiplied by (ii) a fraction with a numerator equal to the Downside Price, and a denominator equal to the Settlement Price for the applicable Contract; and (C) if the Settlement Price for the applicable Contract is greater than or equal to the applicable Upper Limit, the Partnership is required to deliver to the Buyer a number of shares of Common Stock equal to the product of (i) the number of Pledged Shares multiplied by (ii) a fraction with a numerator equal to the sum of (a) the Downside Price and (b) the excess, if any, of the Settlement Price for the applicable Contract over the applicable Upper Limit, and a denominator equal to the Settlement Price for the applicable Contract. The Partnership may, upon written notice delivered to the Buyer at least 30 days prior to the respective settlement date, elect to deliver cash in lieu of the Deliverable Shares in an amount equal to the product of the Settlement Price and the number of Deliverable Shares. In his capacity as a general partner of the Partnership, Mr. David R. Helwig has sole dispositive power over the Common Stock held by the Partnership. /s/ Joshua E. Spooner, Attorney-in-Fact 2007-09-19 -----END PRIVACY-ENHANCED MESSAGE-----