-----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, OlXBrdg6jhT8qRk5k6sQ4Jx3Q5PWWDF2DpEWIcofQL53g1rP8YzIiyLMq8k0e5EK 6VcqEdOAJwp1g8eh6iPR2w== 0000950129-00-001982.txt : 20000427 0000950129-00-001982.hdr.sgml : 20000427 ACCESSION NUMBER: 0000950129-00-001982 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000426 GROUP MEMBERS: ENRON CORP GROUP MEMBERS: ENRON NORTH AMERICA CORP GROUP MEMBERS: JOINT DEVELOPMENT INVESTMENTS II LP 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: SEC FILE NUMBER: 005-54689 FILM NUMBER: 609437 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: ENRON NORTH AMERICA CORP CENTRAL INDEX KEY: 0001043166 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 760318139 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138536161 MAIL ADDRESS: STREET 1: 1400 SMITH ST CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: ENRON CAPITAL & TRADE RESOURCES CORP DATE OF NAME CHANGE: 19970729 SC 13D/A 1 ENRON NORTH AMERICA CORP FOR QUANTA SERVICES, INC. 1 ---------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) QUANTA SERVICES, INC. (Name of Issuer) ---------------------------------- COMMON STOCK, $.00001 PAR VALUE (Title of Class of Securities) ---------------------------------- (CUSIP Number) 74762E 10 2 ---------------------------------- Julia Murray General Counsel-Finance Enron North America Corp. 1400 Smith Street Houston, Texas 77002 (713) 853-6161 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ---------------------------------- April 14, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. ---------------------------------- Page 1 of 13 Pages 2
Page 2 of 13 Pages CUSIP NO.: 74762E 10 2 SCHEDULE 13D ============== =========================================================================== 1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER Enron North America Corp. - -------------- --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------- --------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- --------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------- --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------- --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------- --------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 - -------------- --------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------- --------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------- --------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------- --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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% - -------------- --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ============== ===========================================================================
3 Page 3 of 13 Pages CUSIP NO.: 74762E 10 2 SCHEDULE 13D ============== =========================================================================== 1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER Enron Corp. - -------------- --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------- --------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- --------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------- --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------- --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oregon - -------------- --------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 - -------------- --------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------- --------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------- --------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------- --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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% - -------------- --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ============== ===========================================================================
4 Page 4 of 13 Pages CUSIP NO.: 74762E 10 2
SCHEDULE 13D ============== =========================================================================== 1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER Joint Energy Development Investments II Limited Partnership - -------------- --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------- --------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- --------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------- --------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------- --------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------- --------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 - -------------- --------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------- --------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------- --------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------- --------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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 - -------------- --------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ============== ===========================================================================
5 Page 5 of 13 Pages AMENDMENT NO. 4 TO STATEMENT ON SCHEDULE 13D Introductory Note: This Amendment No. 4 to Statement on Schedule 13D is being filed by Enron Corp., an Oregon corporation ("Enron"), Enron North America Corp., a Delaware corporation ("ENA"), and Joint Energy Development Investments II Limited Partnership, a Delaware limited partnership ("JEDI II"), which are collectively referred to as the "Reporting Entities." All information herein with respect to Quanta Services, Inc., a Delaware corporation (the "Issuer"), and the common stock, par value $.00001 per share, of the Issuer ("Common Stock") is presented to the best knowledge and belief of the Reporting Entities. Capitalized terms used and not defined in this Amendment No. 4 to Statement on Schedule 13D have the meanings set forth in the Schedule 13D, as amended. The joint Schedule 13D of Enron, ENA, and JEDI II filed October 9, 1998, as amended by a Schedule 13D/A of Enron, ENA, JEDI II, and ECT Merchant Investments Corp., a Delaware corporation ("EMIC") filed January 12, 1999, as further amended by a Schedule 13D/A of Enron, ENA, EMIC and JEDI II filed October 18, 1999, as further amended by a Schedule 13D/A of Enron, ENA, EMIC and JEDI II filed January 12, 2000, is further amended as follows: ITEM 2. IDENTITY AND BACKGROUND. The Schedules to this statement report current information regarding the officers and directors of Enron, ENA, and Enron Capital II Corp. None of the Reporting Entities nor, to their knowledge, any person listed on the Schedules hereto, has been, during the last five years (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION; ITEM 4. PURPOSE OF TRANSACTION; ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Enron has indirect control over the general partner of SE Thunderbird L.P. ("Thunderbird"), a partnership which held a Convertible Promissory Note due 2010 dated October 5, 1998 issued by the Issuer in the original principal amount of $12,337,500 (the "Thunderbird Note"). JEDI II held a note of like tenor and description in the original principal amount of $37,012,500 (the "JEDI II Note") (collectively, the "Convertible Notes"). On April 14, 2000, Thunderbird and JEDI II agreed to transfer their entire interest in the Convertible Notes to UtiliCorp United Inc. in a private transaction. The JEDI II Note was purchased for $154,392,586.16 plus the accrued interest balance thereon. The Thunderbird Note was purchased for $51,464,195.39 plus the accrued interest balance thereon. Such amounts were actually paid to Thunderbird and JEDI II on April 24, 2000. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As a result of the transfers described above, JEDI II, Enron and ENA have no beneficial interest, dispositive power or voting power with respect to any shares of Common Stock. Since the Reporting Persons no longer beneficially own more than five percent of the Common Stock and have filed this statement, they are no longer subject to filing obligations under Section 13 of the Securities Exchange Act of 1934 with respect to the securities of the Issuer. 6 Page 6 of 13 Pages Other than the transactions described above and in the Schedule 13D/A filed January 12, 2000, none of the Reporting Entities, nor to their knowledge any of the persons named in the Schedules attached hereto, has effected any transaction in the Common Stock during the preceding sixty days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (i) Offer letter dated April 14, 2000 from UtiliCorp United Inc. to JEDI II. (ii) Offer letter dated April 14, 2000 from UtiliCorp United Inc. to Thunderbird. After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: April 26, 2000 JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP By: Enron Capital Management II Limited Partnership, its General Partner By: Enron Capital II Corp., its general partner By: /s/ Julia Heintz Murray ------------------------------------------------- Name: Julia Heintz Murray ------------------------------------------------- Title: Managing Director, General Counsel, Finance and Secretary ------------------------------------------------- Date: April 26, 2000 ENRON NORTH AMERICA CORP. By: /s/ Julia Heintz Murray ------------------------------------------------- Name: Julia Heintz Murray ------------------------------------------------- Title: Managing Director, General Counsel, Finance and Secretary ------------------------------------------------- Date: April 26, 2000 ENRON CORP. By: /s/ Angus H. Davis ------------------------------------------------- Name: Angus H. Davis ------------------------------------------------- Title: Vice President and Deputy Corporate Secretary -------------------------------------------------
7 Page 7 of 13 Pages SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS ENRON NORTH AMERICA CORP. (FORMERLY ENRON CAPITAL & TRADE RESOURCES CORP.)
Name and Business Address Citizenship Position and Occupation - ------------------------- ----------- ----------------------- Each of the following person's business address is 1400 Smith Street, Houston, TX 77002 J. Clifford Baxter U.S.A. Director; Chairman of the Board, Chief Executive Officer and Managing Director Mark E. Haedicke U.S.A. Director; Managing Director and General Counsel David W. Delainey U.S.A. Director; President and Chief Operating Officer Philippe A. Bibi U.S.A. Managing Director W. Craig Childers U.S.A. Managing Director Jay L. Fitzgerald U.S.A. Managing Director Michael J. Kopper U.S.A. Managing Director John J. Lavorato U.S.A. Managing Director Danny J. McCarty U.S.A. Managing Director Jere C. Overdyke, Jr. U.S.A. Managing Director Gregory F. Piper U.S.A. Managing Director Brian L. Redmond U.S.A. Managing Director Jeffrey A. Shankman U.S.A. Managing Director John R. Sherriff U.S.A. Managing Director Colleen Sullivan-Shaklovitz U.S.A. Managing Director Robert J. Hermann U.S.A. Managing Director Vince J. Kaminski U.S.A. Managing Director Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and Secretary Raymond M. Bowen, Jr. U.S.A. Managing Director and Treasurer Janet R. Dietrich U.S.A. Managing Director
8 Page 8 of 13 Pages
Name and Business Address Citizenship Position and Occupation - ------------------------- ----------- ----------------------- George A. McClellan, III U.S.A. Managing Director James B. Fallon U.S.A. Managing Director Gary J. Hickerson U.S.A. Managing Director Jeffrey M. Donahue U.S.A. Managing Director
9 Page 9 of 13 Pages SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS ENRON CORP.
Name and Business Address Citizenship Position and Occupation - ------------------------- ----------- ----------------------- Robert A. Belfer U.S.A. Director; Chairman, President and Chief Executive Belco Oil and Gas Corp. Officer, Belco Oil & Gas Corp. 767 Fifth Avenue, 46th Fl. New York, NY 10153 Norman P. Blake, Jr. U.S.A. Director; Chief Executive Officer and Secretary General, 5885 Garden River Cove United States Olympic Committee Memphis, TN 38120 Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung Development Group Hang Lung Development Company Limited 28/F, Standard Chartered Bank Building 4 Des Vouex Road Central Hong Kong John H. Duncan U.S.A. Director; Investments 5851 San Felipe, Suite 850 Houston, TX 77057 Paulo V. Ferraz Pereira Brazil Director; President and Chief Executive Officer of Meridional Financial Group Meridional Financial Group Av. Rio Branco, 138-15th andar 20057-900 Rio de Janeiro - RJ Brazil Joe H. Foy U.S.A. Director; Retired Senior Partner Bracewell & Patterson Bracewell & Patterson, L.L.P. South Tower Pennzoil Place 711 Louisiana, Ste. 2900 Houston, TX 77002 Wendy L. Gramm U.S.A. Director; Director, Regulatory Studies Program of the P. O. Box 39134 Mercatus Center, George Mason University Washington, D.C. 20016 Ken L. Harrison U.S.A. Director; Chairman and Chief Executive Officer, 121 S. W. Salmon Street Portland General Electric Company Portland, OR 97204
10 Page 10 of 13 Pages
Name and Business Address Citizenship Position and Occupation - ------------------------- ----------- ----------------------- Robert K. Jaedicke U.S.A. Director; Professor (Emeritus), Graduate School of Graduate School of Business Business, Stanford University Stanford University Stanford, CA 94305 Charles A. LeMaistre U.S.A. Director; President (Emeritus), University of Texas P.O. Box 15247 M.D. Anderson Cancer Center San Antonio, TX 78212 John Mendelsohn U.S.A. Director; President, University of Texas University of Texas M.D. Anderson Cancer Center M.D. Anderson Cancer Ctr. 1515 Holcombe Houston, Texas 77030 Jerome J. Meyer U.S.A. Director; Chairman and Chief Executive Officer, 26600 S.W. Parkway Tektronix, Inc. Building 63 P. O. Box 1000 Wilsonville, OR 97070-1000 Frank Savage U.S.A. Director; Chairman, Alliance Capital Management 1345 Avenue of the Americas International 39th Floor New York, New York 10105 John A. Urquhart U.S.A. Director; Senior Advisor to the Chairman of Enron John A. Urquhart Assoc. Corp.; President, John A. Urquhart Associates 111 Beach Road Fairfield, CT 06430 John Wakeham U.K. Director; Former U.K. Secretary of State for Energy 1 Salisbury Square and Leader of the Houses of Commons and Lords London EC4Y 8JB United Kingdom Herbert S. Winokur, Jr. U.S.A. Director; Chairman and CEO, Capricorn Holdings, Inc. Capricorn Holdings, Inc. 30 East Elm Ct. Greenwich, CT 06830 Kenneth L. Lay U.S.A. Director; Chairman and Chief Executive Officer 1400 Smith Street Houston, TX 77002 J. Clifford Baxter U.S.A. Chairman of the Board, Chief Executive Officer and 1400 Smith Street Managing Director, Enron North America Corp. Houston, TX 77002
11 Page 11 of 13 Pages
Name and Business Address Citizenship Position and Occupation - ------------------------- ----------- ----------------------- Richard B. Buy U.S.A. Executive Vice President and Chief Risk Officer 1400 Smith Street Houston, TX 77002 Richard A. Causey U.S.A. Executive Vice President and Chief Accounting Officer 1400 Smith Street Houston, TX 77002 Mark E. Koenig U.S.A. Executive Vice President, Investor Relations 1400 Smith Street Houston, TX 77002 James V. Derrick, Jr. U.S.A. Executive Vice President and General Counsel 1400 Smith Street Houston, TX 77002 Steven J. Kean U.S.A. Executive Vice President and Chief of Staff 1400 Smith Street Houston, TX 77002 Andrew S. Fastow U.S.A. Executive Vice President and Chief Financial Officer 1400 Smith Street Houston, TX 77002 Mark A. Frevert U.S.A. President and Chief Executive Officer, Enron 1400 Smith Street Europe, Ltd. Houston, TX 77002 Stanley C. Horton U.S.A. Chairman and Chief Executive Officer, Enron Gas 1400 Smith Street Pipeline Group Houston, TX 77002 Rebecca Mark-Jusbasche U.S.A. Director; Chairman and Chief Executive Officer, 1400 Smith Street Azurix Corp. Houston, TX 77002 J. Mark Metts U.S.A. Executive Vice President, Corporate Development 1400 Smith Street Houston, TX 77002 Cindy K. Olson U.S.A. Executive Vice President, Human Resources and 1400 Smith Street Community Relations Houston, TX 77002 Jeffrey McMahon U.S.A. Executive Vice President, Finance and Treasurer 1400 Smith Street Houston, TX 77002
12 Page 12 of 13 Pages
Name and Business Address Citizenship Position and Occupation - ------------------------- ----------- ----------------------- Michael S. McConnell U.S.A. Executive Vice President, Technology 1400 Smith Street Houston, TX 77002 Lou L. Pai U.S.A. Chairman, President and Chief Executive Officer, 1400 Smith Street Enron Energy Services, Inc. Houston, TX 77002 Kenneth D. Rice U.S.A. Co-Chief Executive Officer and President, Enron 1400 Smith Street Broadband Services, Inc. Houston, TX 77002 Jeffrey K. Skilling U.S.A. Director; President and Chief Operating Officer, 1400 Smith Street Enron Corp. Houston, TX 77002 Joseph W. Sutton U.S.A. Vice Chairman, Enron Corp. 1400 Smith Street Houston, TX 77002 Joseph M. Hirko U.S.A. Co-Chief Executive Officer, Enron Broadband Services, Inc. 1400 Smith Street Houston, TX 77002
13 Page 13 of 13 Pages SCHEDULE III DIRECTORS AND EXECUTIVE OFFICERS ENRON CAPITAL II CORP.
Name and Business Address Citizenship Position and Occupation - ------------------------- ----------- ----------------------- Each of the following persons business address is 1400 Smith Street, Houston, TX 77002 J. Clifford Baxter U.S.A. Director; Chairman, Chief Executive Officer and Managing Director James V. Derrick, Jr. U.S.A. Director David W. Delainey U.S.A. President and Managing Director Raymond M. Bowen, Jr. U.S.A. Managing Director Richard B. Buy U.S.A. Managing Director Andrew S. Fastow U.S.A. Managing Director Mark E. Haedicke U.S.A. Director; Managing Director and General Counsel Robert J. Hermann U.S.A. Managing Director and General Tax Counsel Michael J. Kopper U.S.A. Managing Director Jeffrey McMahon U.S.A. Managing Director, Finance and Treasurer Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and Secretary
14 EXHIBIT INDEX (i) Offer letter dated April 14, 2000 from UtiliCorp United Inc. to JEDI II. (ii) Offer letter dated April 14, 2000 from UtiliCorp United Inc. to Thunderbird. EX-99.I 2 OFFER LETTER - UTILICORP UNITED INC. & JEDI II 1 EXHIBIT (i) [UTILICORP UNITED LETTERHEAD] April 14, 2000 VIA FACSIMILE: (713) 646-3393 Joint Energy Development Investments II Limited Partnership 1400 Smith St. Houston, Texas 77002 Ladies and Gentlemen: UtiliCorp United Inc. ("UtiliCorp") hereby offers to purchase your $37,012,500 principal amount of Convertible Subordinated Notes due 2010 ("Notes") of Quanta Services, Inc. ("Quanta") that are convertible into 4,037,727 shares of common stock of Quanta. This letter describes the terms of the offer. 1. Price. UtiliCorp offers to purchase your Notes at a price equal to the product of 4,037,727 times $38.2375 (i.e, 95% of the last sale price per share of Quanta's common stock on the New York Stock Exchange on April 13, 2000), plus an amount equal to the interest accrued on such Notes through the date immediately prior to closing (the "Offered Price"). 2. Number of Notes. Our offer is not contingent upon receiving a minimum or maximum number of Notes. 3. Offer Period. UtiliCorp would like to acquire ownership of your Notes under this letter agreement as soon as possible, and in any event within 5 business days after the date of this letter. However, if you wish to extend this period, please kindly so request in writing so that we can consider your request. 4. Representations and Warranties. By signing this letter, you and we hereby make the following representations and warranties as to itself: a. You and we have reasonable access to, and have been given sufficient opportunity to review, all material information about Quanta's business, financial condition, operations and value that you or we believe to be relevant to your decision to sell your Notes (including a release of Quanta's quarterly financial results for the fiscal quarter ending March 31, 2000). You and we are sophisticated and experienced in evaluating the merits and risks involving an investment in Quanta securities, the particulars of our offer, and the decision to sell your Quanta Notes. You and we have been able to obtain all information required in making an informed decision regarding the offer. You and we understand and acknowledge that the earnings of Quanta for the first quarter of 2000 have not been disseminated to the public and that Quanta is expected to make a formal earnings release for this period soon after the date hereof. 1 2 b. You are making your decision to sell your Quanta Notes independently and have not been subjected (at any time) to any pressure or influence from UtiliCorp to sell your Quanta Notes. c. At the time of completion of the sale and purchase of your Notes in accordance with this offer, your Notes shall be your absolute property free of any security, lien, encumbrance or adverse interest whatsoever and together with all benefits or entitlements applicable to such Notes. 5. ACCEPTANCE AND PAYMENT. IF THE OFFER IS ACCEPTABLE TO YOU, PLEASE FOLLOW THE STEPS BELOW: a. SIGN YOUR NAME IN THE SPACE APPLICABLE TO YOU AT THE END OF THIS LETTER; b. COMPLETE THE ATTACHED NOTE POWER; AND c. SEND A COPY OF YOUR SIGNED LETTER AND THE ORIGINAL COPIES OF YOUR NOTE AND NOTE POWER (VIA OVERNIGHT DELIVERY) TO UTILICORP IN CARE OF: MR. YABO LIN BLACKWELL SANDERS PEPER MARTIN LLP 2300 MAIN STREET, SUITE 1100 KANSAS CITY, MISSOURI 64108 TEL: (816) 983-8000 FAX: (816) 983-8080 YOUR ACCEPTANCE WILL NOT BE CONSIDERED COMPLETE UNTIL YOU SEND TO MR. LIN ALL THE REQUIRED ACCEPTANCE DOCUMENTS, INCLUDING THE SIGNED LETTER, NOTE AND NOTE POWER, WHICH FOR PURPOSES OF THIS LETTER, WILL BECOME A BINDING OBLIGATION TO SELL AND TO PURCHASE, UPON THE RECEIPT OF SUCH DOCUMENTS BY FACSIMILE. Within 5 business days after receipt of your acceptance documents, we will wire to an account designated in writing by you payment in full of the aggregate Offered Price due to you. 6. Governing Law. This letter in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of New York. 7. Indemnification. You and we each acknowledge that (i) it understands the meaning and legal consequences of the representations, warranties and agreements contained herein; (ii) the other party is relying on the accuracy of such representations, warranties and agreements; and (iii) the other party would not have entered into this transaction if any representation, warranty or agreement were known to be materially false. Accordingly, each party agrees to indemnify and hold harmless the other from and against any and all loss, damage, liability, cost or expense due to or arising out of a breach of any of its representations, warranties or agreements contained herein. This indemnity will survive the purchase and sale of your Quanta Notes intended herein. 2 3 8. Binding Effect. This letter will be binding upon and inure to the benefit of the parties and their heirs, successors, legal representatives and assigns. 9. Entire Agreement. This letter constitutes the entire agreement between the parties pertaining to the purchase of your Quanta Notes and supersedes any prior understanding. * * * * Very truly yours, /s/ KEVIN ANDERSON Kevin Anderson Vice President, Communications Services UtiliCorp United Inc. AGREED TO AND ACCEPTED: Joint Energy Development Investments II Limited Partnership By: Enron Capital Management II Limited Partnership, its general partner By: Enron Capital II Corp., its general partner By: /s/ RAYMOND M. BOWEN, JR. ----------------------------------- (signature) Printed Name: Raymond M. Bowen, Jr. ------------------------- Title: Managing Director -------------------------------- Date: 4/14/00 --------------------------------- 3 EX-99.II 3 OFFER LETTER - UTILICORP UNITED, INC & THUNDERBIRD 1 EXHIBIT (ii) [UTILICORP UNITED LETTERHEAD] April 14, 2000 VIA FACSIMILE: (713) 646-3393 SB Thunderbird L.P. 1400 Smith St. Houston, Texas 77002 Ladies and Gentlemen: UtiliCorp United Inc. ("UtiliCorp") hereby offers to purchase your $12,337,500 principal amount of Convertible Subordinated Notes due 2010 ("Notes") of Quanta Services, Inc. ("Quanta") that are convertible into 1,345,909 shares of common stock of Quanta. This letter describes the terms of the offer. 1. Price. UtiliCorp offers to purchase your Notes at a price equal to the product of 1,345,909 times $38.2375 (i.e., 95% of the last sale price per share of Quanta's common stock on the New York Stock Exchange on April 13, 2000), plus an amount equal to the interest accrued on such Notes through the date immediately prior to closing (the "Offered Price"). 2. Number of Notes. Our offer is not contingent upon receiving a minimum or maximum number of Notes. 3. Offer Period. UtiliCorp would like to acquire ownership of your Notes under this letter agreement as soon as possible, and in any event within 5 business days after the date of this letter. However, if you wish to extend this period, please kindly so request in writing so that we can consider your request. 4. Representations and Warranties. By signing this letter, you and we hereby make the following representations and warranties as to itself: a. You and we have reasonable access to, and have been given sufficient opportunity to review, all material information about Quanta's business, financial condition, operations and value that you or we believe to be relevant to your decision to sell your Notes (including a release of Quanta's quarterly financial results for the fiscal quarter ending March 31, 2000). You and we are sophisticated and experienced in evaluating the merits and risks involving an investment in Quanta securities, the particulars of our offer, and the decision to sell your Quanta Notes. You and we have been able to obtain all information required in making an informed decision regarding the offer. You and we understand and acknowledge that the earnings of Quanta for the first quarter of 2000 have not been disseminated to the public and that Quanta is expected to make a formal earnings release for this period soon after the date hereof. 1 2 b. You are making your decision to sell your Quanta Notes independently and have not been subjected (at any time) to any pressure or influence from UtiliCorp to sell your Quanta Notes. c. At the time of completion of the sale and purchase of your Notes in accordance with this offer, your Notes shall be your absolute property free of any security, lien, encumbrance or adverse interest whatsoever and together with all benefits or entitlements applicable to such Notes. 5. ACCEPTANCE AND PAYMENT. IF THE OFFER IS ACCEPTABLE TO YOU, PLEASE FOLLOW THE STEPS BELOW: a. SIGN YOUR NAME IN THE SPACE APPLICABLE TO YOU AT THE END OF THIS LETTER; b. COMPLETE THE ATTACHED NOTE POWER; AND c. SEND A COPY OF YOUR SIGNED LETTER AND THE ORIGINAL COPIES OF YOUR NOTE AND NOTE POWER (VIA OVERNIGHT DELIVERY) TO UTILICORP IN CARE OF: MR. YABO LIN BLACKWELL SANDERS PEPER MARTIN LLP 2300 MAIN STREET, SUITE 1100 KANSAS CITY, MISSOURI 64108 TEL: (816) 983-8000 FAX: (816) 983-8080 YOUR ACCEPTANCE WILL NOT BE CONSIDERED COMPLETE UNTIL YOU SEND TO MR. LIN ALL THE REQUIRED ACCEPTANCE DOCUMENTS, INCLUDING THE SIGNED LETTER, NOTE AND NOTE POWER, WHICH FOR PURPOSES OF THIS LETTER, WILL BECOME A BINDING OBLIGATION TO SELL AND TO PURCHASE, UPON THE RECEIPT OF SUCH DOCUMENTS BY FACSIMILE. Within 5 business days after receipt of your acceptance documents, we will wire to an account designated in writing by you payment in full of the aggregate Offered Price due to you. 6. Governing Law. This letter in all respects will be interpreted, construed and governed by and in accordance with the laws of the State of New York. 7. Indemnification. You and we each acknowledge that (i) it understands the meaning and legal consequences of the representations, warranties and agreements contained herein; (ii) the other party is relying on the accuracy of such representations, warranties and agreements; and (iii) the other party would not have entered into this transaction if any representation, warranty or agreement were known to be materially false. Accordingly, each party agrees to indemnify and hold harmless the other from and against any and all loss, damage, liability, cost or expense due to or arising out of a breach of any of its representations, warranties or agreements contained herein. This indemnity will survive the purchase and sale of your Quanta Notes intended herein. 2 3 8. Binding Effect. This letter will be binding upon and inure to the benefit of the parties and their heirs, successors, legal representatives and assigns. 9. Entire Agreement. This letter constitutes the entire agreement between the parties pertaining to the purchase of your Quanta Notes and supersedes any prior understanding. * * * * Very truly yours, /s/ KEVIN ANDERSON Kevin Anderson Vice President, Communications Services UtiliCorp United Inc. AGREED TO AND ACCEPTED: SE Thunderbird L.P. By: Blue Heron I LLC, its general partner By: Whitewing Associates L.P., its sole member By: Whitewing Management LLC, its general member by Egret I LLC, its managing partner By:________________________________________ (signature) Printed Name:______________________________ Title:_____________________________________ Date:______________________________________ 3 -----END PRIVACY-ENHANCED MESSAGE-----