-----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, C56O1mG9HN26Xzvbimd46jLlf6N82tl4HAd4eiuVDAsg0tILgzfa1rhgVJuahY5B b1F582MBRlpzB9lqKbRoOw== 0000898822-02-000692.txt : 20020522 0000898822-02-000692.hdr.sgml : 20020522 20020522151403 ACCESSION NUMBER: 0000898822-02-000692 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020522 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54689 FILM NUMBER: 02659822 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUANTA SERVICES INC STOCK EMPLOYEE COMPENSATION TRUST CENTRAL INDEX KEY: 0001170026 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WCOVIA BANK NA STREET 2: 101 NORHT MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27105 BUSINESS PHONE: 3367478801 MAIL ADDRESS: STREET 1: C/O WACHOVIA BANK NA STREET 2: 101 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27105 SC 13D/A 1 form13dmay22.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D/A (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 QUANTA SERVICES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 74762E102 - -------------------------------------------------------------------------------- (CUSIP Number) JOHN N. SMITH SENIOR VICE PRESIDENT WACHOVIA BANK, N.A. 101 NORTH MAIN STREET WINSTON-SALEM, NORTH CAROLINA 27150 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 20, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on the following pages) - ------------- ----- ------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE QUANTA SERVICES, INC. STOCK EMPLOYEE COMPENSATION TRUST, WITH WACHOVIA BANK, N.A., AS TRUSTEE I.R.S. IDENTIFICATION NUMBER: 56-2281083 - ------------- ----- ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------- ----- ------------------------------------------------------------ 3 SEC USE ONLY [ ] - ------------- ----- ------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------- ----- ------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------- ----- ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------- ----- ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------- ------- ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 0 - ------------------- ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------- ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% AS OF 5/21/02 - ------------------- ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* EP, OO - ------------------- ------------------------------------------------------------ The filing of this Statement on Schedule 13D by the Quanta Services, Inc. Stock Employee Compensation Trust (the "Trust") does not constitute, and should not be construed as, an admission that Wachovia Bank, N.A., as trustee of the Trust (the "Trustee"), beneficially owns or owned any securities covered by this Statement or is or was required to file this Statement. In this connection, the Trustee disclaims beneficial ownership of the securities covered by this Statement. ITEM 5. Interest in Securities of the Issuer. ------------------------------------ Pursuant to a Letter Agreement dated May 20, 2002 between Quanta Services, Inc. and Wachovia Bank, N.A. (the "Letter Agreement"), and in accordance with Section 8.2 of the Quanta Services, Inc. Stock Employee Compensation Trust Agreement (the "Trust Agreement") dated as of March 13, 2002, Quanta Services, Inc. ("the Company") and the Trustee agreed to terminate the Trust, whereupon the Trust was terminated in accordance with the terms of the Letter Agreement and the Trust Agreement. Upon termination of the Trust, the Trustee delivered to the Company the 7,911,069 shares of Company common stock owned by the Trust, which constituted all of the assets of the Trust, in exchange for cancellation of the promissory note evidencing indebtedness of the Trust to the Company. Upon completion of the foregoing transactions, and as of May 21, 2002, the Trust held no shares of common stock of the Company. Accordingly, on May 21, 2002, the Trust ceased to be the beneficial owner of more than five percent of the common stock of the Company. ITEM 6. Contracts, Arrangements, Understandings or Relationships with -------------------------------------------------------------- Respect to Securities of the Issuer. ------------------------------------ The response to Item 5 is repeated and incorporated herein by reference. ITEM 7. Material to be Filed as Exhibits. -------------------------------- 1. Letter Agreement dated May 20, 2002 between Quanta Services, Inc. and Wachovia Bank, N.A.. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 22, 2002 THE QUANTA SERVICES, INC. STOCK EMPLOYEE COMPENSATION TRUST BY: WACHOVIA BANK, N.A., AS TRUSTEE /s/ Peter Quinn ------------------------------------------ By: Peter Quinn Title: Senior Vice President EXHIBITS 1. Letter Agreement dated May 20, 2002 between Quanta Services, Inc. and Wachovia Bank, N.A.. EX-1 3 sectterm13dmay21.txt EXHIBIT 1 - SECT TERMINATION LETTER [QUANTA SERVICES, INC. LETTERHEAD] May 20, 2002 Wachovia Bank, N.A., as Trustee Quanta Services, Inc. Stock Employee Compensation Trust One West Fourth Street, NC6251 Winston-Salem, NC 27012 Attention: Quanta Services Account Officer Re: Quanta Services, Inc. Stock Employee Compensation Trust (the "Trust") Ladies and Gentlemen: Reference is hereby made to (i) the Quanta Services, Inc. Stock Employee Compensation Trust Agreement (the "Trust Agreement"), dated as of March 13, 2002, by and between Quanta Services, Inc., a Delaware corporation (the "Company"), and Wachovia Bank, N.A., as Trustee (the "Trustee"), and (ii) the Settlement and Governance Agreement (the "Settlement Agreement"), dated as of May 20, 2002, by and between the Company and Aquila Inc. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Trust Agreement. The Company hereby notifies the Trustee that on May 20, 2002, in accordance with Section 8.2 of the Trust Agreement, the Board of Directors of the Company authorized and approved the termination of the Trust, effective immediately Accordingly, the Company hereby requests that the Trustee terminate the Trust in accordance with Section 8.2 of the Trust Agreement. In light of the fact that the Fair Market Value of the Trust Fund is less than the remaining amounts payable to the Company pursuant to the Loan, in lieu of the Trustee selling the Trust Fund for cash and paying such cash to the Company in respect of the Loan pursuant to clauses (ii) and (iii) of the fourth sentence of Section 8.2 of the Trust Agreement, the Company and the Trustee agree that, upon termination of the Trust, the Trustee shall deliver to the Company all Company Stock, plus all other assets constituting the Trust Fund at the time of such termination in exchange for cancellation of the promissory note evidencing the Loan, the delivery of such Company Shares and other assets to constitute full satisfaction of all amounts outstanding under the Loan. As a result of the Settlement Agreement and the termination of the Trust as described above the Trustee will not be obliged to vote any shares of Common Stock at the Company's 2002 Annual Meeting. The validity of this Letter Agreement, its construction, interpretation, and enforcement, and the rights of the parties, shall be determined under, governed by, and construed in accordance with the internal laws of the State of Delaware without regard to choice of law rules. This Letter Agreement and the Trust Agreement constitute the entire agreement between the parties pertaining to the subject matter contained herein. This Letter Agreement may not be altered, amended or modified, nor may any portion hereof be waived or noncompliance therewith consented to, except by means of a writing executed by each of the parties hereto. Very truly yours, QUANTA SERVICES, INC. By: /s/ Dana A. Gordon --------------------- Dana A. Gordon Vice President - General Counsel Accepted and agreed this 20th day of May, 2002 WACHOVIA BANK, N.A. By: /s/ Peter D. Quinn ------------------------------------------------ Name: Peter D. Quinn Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----