-----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, Tbnev6LrYJS+ZXfRHn1162tPHyfROa9nCxTRSwkWRgmb6j0l5Vv9qSDLU0eK4Ciz 3fGtAseddumvwWxfr5GvFQ== 0000912057-02-010917.txt : 20020415 0000912057-02-010917.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-010917 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AQUILA INC CENTRAL INDEX KEY: 0000066960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 440541877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03562 FILM NUMBER: 02581481 BUSINESS ADDRESS: STREET 1: 20 WEST NINTH STREET STREET 2: -- CITY: KANSAS CITY STATE: MO ZIP: 64105-1711 BUSINESS PHONE: 8164216600 MAIL ADDRESS: STREET 1: 20 WEST NINTH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105-1711 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI PUBLIC SERVICE CO DATE OF NAME CHANGE: 19850516 FORMER COMPANY: FORMER CONFORMED NAME: UTILICORP UNITED INC DATE OF NAME CHANGE: 19920703 DEFA14A 1 a2074029zdefa14a.htm DEFA14A
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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant o
Filed by a Party other than the Registrant ý

Check the appropriate box:
o   Preliminary Proxy Statement
o   Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o   Definitive Proxy Statement
o   Definitive Additional Materials
ý   Soliciting Material Pursuant to Rule 14a-12.

QUANTA SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

AQUILA, INC. (formerly, UtiliCorp United Inc.)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):
ý   No fee required
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        

    (2)   Aggregate number of securities to which transaction applies:
        

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        

    (4)   Proposed maximum aggregate value of transaction:
        

    (5)   Total fee paid:
        

o   Fee paid previously with preliminary materials.
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
    (1)   Amount previously paid:
        

    (2)   Form, Schedule or Registration Statement No.:
        

    (3)   Filing Party:
        

    (4)   Date Filed:
        



Explanatory Note

        Aquila, Inc. (formerly known as UtiliCorp United Inc.), a Delaware corporation ("Aquila"), is filing the materials contained in this Schedule 14A with the Securities and Exchange Commission (the "SEC") on March 21, 2002 with respect to the solicitation of proxies for electing nominees to the board of directors of Quanta Services, Inc. ("Quanta") at the 2002 annual meeting of stockholders of Quanta (the "Quanta Annual Meeting").

[AQUILA LOGO]   NEWS RELEASE

Media Contacts:
Judith Wilkinson / Eden Abrahams
Joele Frank, Wilkinson Brimmer Katcher - (212) 355-4449

 

Investor Contact:
Ellen Fairchild
Aquila - (816) 527-1409


AQUILA FILES LAWSUIT AGAINST QUANTA SERVICES AND
CERTAIN OF ITS DIRECTORS

        KANSAS CITY, MO, March 21, 2002—Aquila, Inc. (NYSE: ILA; formerly UtiliCorp United Inc.) announced today that it has filed a lawsuit in Delaware Chancery Court against Quanta Services, Inc. (NYSE: PWR) and certain Quanta directors, seeking to prevent the implementation and operation of Quanta's newly adopted Stock Employee Compensation Trust (SECT). The lawsuit, which includes a motion for an expedited hearing, charges that Quanta's special board committee violated its fiduciary duties to stockholders when it adopted the SECT and that the SECT violates Delaware corporation law by purporting to give voting rights to shares of Quanta stock which are not really outstanding.

        Keith Stamm, President and Chief Operating Officer of Aquila's Global Networks Group, said "With the adoption of this SECT, Quanta's management—without any new economic investment in the company—is essentially attempting to stuff the ballot box with eight million additional votes while diluting the voting rights of its existing stockholder base. Quanta's continuing disregard for basic corporate governance principles aimed at ensuring fairness is deeply troubling. Quanta's management and board have again shown that they are prepared to go to great lengths to further entrench themselves, as their violation of agreements with Aquila and their latest actions demonstrate.

        "We believe that once our fellow Quanta stockholders have an opportunity to carefully review the SECT, as well as the new change-in-control arrangements granted to top management, they will conclude, as we have, that Quanta's previous public statements regarding these arrangements do not fully describe some of the significant benefits that Quanta employees may receive at the expense of Quanta stockholders. The SECT requires that potential bidders for Quanta will have to purchase 8 million additional shares, the proceeds of which will be paid to management and other employees. The new change-in-control arrangements provide for substantial severance payments to members of management, even if they leave the company for no good reason. While Quanta would have us believe that the new arrangements are intended to benefit the company, in reality, they represent a significant additional expense which could discourage bidders or, at the very least, take money out of the pockets of Quanta stockholders," Mr. Stamm continued.

        Aquila plans to file a proxy statement with the Securities and Exchange Commission relating to Aquila's solicitation of proxies from Quanta stockholders with respect to the Quanta Services, Inc. 2002 annual meeting of stockholders. AQUILA ADVISES SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Aquila's proxy statement and other relevant documents will be available free at www.sec.gov. You may also obtain a free copy of Aquila's proxy statement, when it becomes available, by writing to Investor Relations at Aquila, Inc., 20 West Ninth Street, Kansas City, Missouri 64105 or by contacting Morrow & Co., Inc. toll free, at 1-800-607-0088. DETAILED INFORMATION REGARDING THE NAMES, AFFILIATION AND INTERESTS OF INDIVIDUALS WHO MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES OF QUANTA'S STOCKHOLDERS IS AVAILABLE IN THE SOLICITING MATERIALS ON SCHEDULE 14A FILED BY AQUILA WITH THE SEC ON MARCH 12, 2002.



About Aquila

        Based in Kansas City, Missouri, Aquila (formerly UtiliCorp United) is an international energy and risk management company. It is one of the largest wholesalers of electricity and natural gas in North America, provides wholesale energy services in the United Kingdom and has a presence in Germany and Scandinavia. It also operates electricity and natural gas distribution networks in seven states and in Canada, New Zealand and Australia. At December 31, 2001, Aquila had total assets of $11.9 billion and 12-month sales of $40.4 billion. More information is available at www.aquila.com.



IMPORTANT INFORMATION

        Aquila plans to file a proxy statement with the SEC relating to Aquila's solicitation of proxies from the stockholders of Quanta with respect to the election of directors at the Quanta Annual Meeting. AQUILA ADVISES SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Aquila's proxy statement and other relevant documents will be available for free at www.sec.gov. You may also obtain a free copy of Aquila's proxy statement, when it becomes available, by writing to Aquila, Inc. at 20 West Ninth Street, Kansas City, Missouri 64105 or by contacting Morrow and Co., Inc. toll free at 1-800-607-0088.




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Explanatory Note
AQUILA FILES LAWSUIT AGAINST QUANTA SERVICES AND CERTAIN OF ITS DIRECTORS
IMPORTANT INFORMATION
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