-----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, QdmCsdrcqEtvUKDFFF9j8B/RBSILeqAJr9i6yTN0iBAlMd/f9/kXzMQ9izu0eo1f w2xg58/JcOiNEBcbwSQi/g== 0001035704-04-000612.txt : 20041006 0001035704-04-000612.hdr.sgml : 20041006 20041006130024 ACCESSION NUMBER: 0001035704-04-000612 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 GROUP MEMBERS: FIRST RESERVE FUND IX LP GROUP MEMBERS: FIRST RESERVE GP IX, L.P. 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: 041067777 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: FIRST RESERVE GP IX INC CENTRAL INDEX KEY: 0001168363 IRS NUMBER: 912092542 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 d18903sc13dza.txt AMENDMENT TO SCHEDULE 13D SCHEDULE 13D/A (Rule 13d-101) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 Amendment No. 5 --- Quanta Services, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.00001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 74762E102 -------------------------------------------------------- (CUSIP Number) Thomas R. Denison - First Reserve Corporation, One Lafayette Place, Greenwich, CT 06830, (203) 625-2520 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 4, 2004 -------------------------------------------------------- (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 which 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 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(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 (however, see the Notes). - ------------------- ----------------- CUSIP No. 74762E102 SCHEDULE 13D Page 2 of 8 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve GP IX, Inc. I.R.S. No.: 91-209254 - -------------------------------------------------------------------------------- 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 BOX 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 SHARES 0 ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,913,114 ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 18,913,114 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,913,114 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.274% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------------- ----------------- CUSIP No. N19808109 SCHEDULE 13D Page 3 of 8 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve GP IX, L.P. I.R.S. No.: 91-208465 3 - -------------------------------------------------------------------------------- 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 BOX 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 SHARES 0 ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,913,114 ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 18,913,114 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,913,114 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.274% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - ------------------- ----------------- CUSIP No. N19808109 SCHEDULE 13D Page 4 of 8 Pages - ------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Reserve Fund IX, L.P. I.R.S. No.: 91-208465-2 - -------------------------------------------------------------------------------- 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 BOX 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 SHARES 0 ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,913,114 ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 18,913,114 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,913,114 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.274% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 5 to the statement on Schedule 13D originally filed on October 23 2002, as amended on December 31, 2002, April 28, 2003, March 2, 2004, and September 30, 2004 (the "Statement"), is filed by First Reserve GP IX, Inc. ("First Reserve"), First Reserve GP IX, L.P. ("GP IX"), and First Reserve Fund IX, L.P. ("Fund IX," and together with First Reserve and GP IX, the "Reporting Persons") and relates to the Common Stock, par value $.00001 per share (the "Common Stock"), of Quanta Services, Inc., a Delaware corporation (the "Issuer" or "Quanta"). That Schedule 13D is hereby amended as set forth below. ITEM 2. IDENTITY AND BACKGROUND. The first paragraph of Item 2 is hereby deleted in its entirety and replaced with the following: This Statement was filed jointly by the Reporting Persons to report the acquisition by Fund IX of Common Stock and Series A Preferred Stock and is being amended jointly by the Reporting Persons to report the disposition of 2,625,000 shares of Common Stock held directly or indirectly by the Reporting Persons on October 4, 2004. ITEM 4. PURPOSE OF TRANSACTION. The text of Item 4 of the Statement is hereby amended by adding the following: On October 4, 2004, in accordance with the terms of the underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc., Credit Suisse First Boston LLC, Banc of America Securities LLC, and First Albany Capital, Inc. (collectively, the "Underwriters") the Underwriters exercised their option to purchase an additional 2,625,000 shares of Common Stock (the "Option Shares"). The Underwriters purchased the Option Shares from Fund IX at a price of $5.491 per share and resold the Option Shares to the public pursuant to registration statements on Form S-3 at a price of $5.75 per share. The transaction is expected to close on October 6, 2004. Registration statements relating to the Option Shares have been filed with the Securities and Exchange Commission and have been declared effective. This Amendment Number 5 to Schedule 13D shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Option Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The offering is being made only by means of a prospectus. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933 may be obtained, when available, from J.P. Morgan Securities Inc., 270 Park Avenue, New York, NY 10017. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) is hereby deleted in its entirety and replaced with the following: After giving effect to the transactions contemplated by the Underwriting Agreement, as of October 4, 2004, the Reporting Persons beneficially owned an aggregate of 18,913,114 shares of Common Stock, constituting approximately 16.274% of the Common Stock outstanding based 5 on 116,213,894 shares of Common Stock outstanding as of September 15, 2004 (comprised of 116,198,894 shares of Common Stock indicated as outstanding as of September 15, 2004 in the registration statement relating to the Option Shares, and options for 15,000 shares issued to Ben A. Guill in his capacity as a director of the Issuer.) (a) As of the date hereof, the Reporting Persons are the beneficial owners of Quanta Common Stock in the numbers and percentages set forth in the table below:
REPORTING PARTY NUMBER OF SHARES PERCENTAGE OF BENEFICIALLY OWNED CLASS First Reserve (1) 18,913,114 (2) 16.274% (3) GP IX (1) 18,913,114 (2) 16.274% (3) Fund IX (1) 18,913,114 (2) 16.274% (3)
(1) GP IX is the general partner of Fund IX and may be deemed to beneficially own all of the shares of Common Stock owned by Fund IX. First Reserve, as the general partner of GP IX, may be deemed to beneficially own all of the shares of Common Stock owned by Fund IX. (2) Consists of 18,791,204 shares of Common Stock held directly by Fund IX, 45,187 shares of Common Stock issued to Ben A. Guill in his capacity as a director of the Issuer, options to acquire 15,000 shares of Common Stock issued to Ben A. Guill in his capacity as a director of the Issuer, and 61,723 shares issued to Thomas Sikorski in his capacity as a director of the Issuer. First Reserve, as the general partner of GP IX, may be deemed to beneficially own the aforementioned shares and options issued to Mr. Guill and Mr. Sikorski. Messrs. Guill and Sikorski disclaim beneficial ownership of any securities of the Issuer held by the Reporting Persons. (3) The percentage above is obtained by using as the denominator 116,213,894 shares of Common Stock, comprised of 116,198,894 shares of Common Stock indicated as outstanding as of September 15, 2004 in the registration statement relating to the Offered Securities, and options for 15,000 shares issued to Ben A. Guill in his capacity as a director of the Issuer. This denominator excludes (a) 1,154,394 shares of Limited Vote Common Stock (as indicated as outstanding as of September 15, 2004 on the registration statement relating to the Offered Securities), (b) shares of Common Stock into which the Issuer's Convertible Subordinated Notes can be converted, and (c) shares of Common Stock in which the options issued pursuant to the 2001 Stock Incentive Plan can be exercised (other than the options for 15,000 shares issued to Ben Guill in his capacity as a director of the Issuer). 6 Item 5(c) is hereby deleted in its entirety and replaced with the following: (c) During the past 60 days, the following transactions were effected:
REPORTING NUMBER OF PARTY DATE SHARES PRICE TRANSACTION Fund IX 9/30/2004 17,500,000 $5.491 Common Sold Fund IX 9/30/2004 2,625,000 N/A Over-Allotment Option granted to sell Common Stock Fund IX 10/04/2004 2,625,000 $5.491 Common Sold pursuant to exercise of Over-Allotment Option
7 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. Dated: October 5, 2004. FIRST RESERVE FUND IX, L.P. By: First Reserve GP IX, L.P., General Partner By: First Reserve GP IX, Inc. General Partner By: /s/ Thomas R. Denison ------------------------------------ Name: Thomas R. Denison Title: Managing Director FIRST RESERVE GP IX, L.P. By: First Reserve GP IX, Inc. General Partner By: /s/ Thomas R. Denison ------------------------------------ Name: Thomas R. Denison Title: Managing Director FIRST RESERVE GP IX, Inc. By: /s/ Thomas R. Denison ------------------------------------ Name: Thomas R. Denison Title: Managing Director 8 -----END PRIVACY-ENHANCED MESSAGE-----