-----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, DRUVmPBIU4Yt0P4xISteiKNKjqBZREb2Y2ECUmZSobnCkrcHz8OY7aP124WFGqYH hU+5y1SOs86ut2AUORg7tw== 0000950109-02-006337.txt : 20021224 0000950109-02-006337.hdr.sgml : 20021224 20021224121336 ACCESSION NUMBER: 0000950109-02-006337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021223 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021224 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13831 FILM NUMBER: 02868336 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 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2002 Quanta Services, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-13831 74-2851603 (Commission File Number) (IRS Employer Identification Number) 1360 Post Oak Boulevard, Suite 2100 Houston, Texas 77056 (Address of principal executive offices, including zip code) 713-629-7600 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report.) Item 5. Other Events On December 23, 2002, Quanta Services, Inc., a Delaware corporation ("Quanta"), issued a press release announcing the purchase by First Reserve Fund IX, L.P., a Delaware limited partnership ("First Reserve") of 2,430,741 shares of Quanta's Series E Preferred Stock (the "Series E Preferred Stock") for $30.00 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Quanta issued the Series E Preferred Stock pursuant to a Securities Purchase Agreement dated October 15, 2002 (the "Purchase Agreement") between Quanta and First Reserve, as amended by Amendment No. 1 to Securities Purchase Agreement (the "Amendment") on December 6, 2002. Quanta previously filed the Purchase Agreement and the Amendment as exhibits to Forms 8-K filed on October 22, 2002 and December 11, 2002 respectively. Each share of Series E Preferred Stock will, upon stockholder approval, be convertible into ten shares of Common Stock. Quanta has scheduled a special stockholders' meeting for December 27, 2002 at which its stockholders will be asked to approve, among other things, the convertibility of the Series E Preferred Stock. Pursuant to the Purchase Agreement, First Reserve previously purchased 8,666,666 shares of Common Stock from Quanta at a purchase price of $3.00 per share on October 15, 2002. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements: None. (b) Pro Forma Financial Information: None. (c) Exhibits:
Exhibit No. Document ----------- -------- 99.1 Press Release of Quanta Services, Inc. dated December 23, 2002.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUANTA SERVICES, INC. By: /s/ Dana A. Gordon --------------------------------------- Dana A. Gordon Vice President and General Counsel December 24, 2002 - 3 - EXHIBIT INDEX
Exhibit No. Document ----------- -------- 99.1 Press Release of Quanta Services, Inc. dated December 23, 2002.
- 4 - EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 [LOGO] QUANTA SERVICES PRESS RELEASE FOR IMMEDIATE RELEASE 02-34 Contacts: James Haddox, CFO Ken Dennard / kdennard@drg-e.com Reba Reid Lisa Elliott / lisae@drg-e.com.com Quanta Services, Inc. DRG&E 713-629-7600 713-529-6600 Quanta Services Closes Additional $72.9 Million Equity Investment by First Reserve Corporation HOUSTON - December 23, 2002 - Quanta Services, Inc. (NYSE: PWR) announced today that it has closed on the second equity investment by First Reserve Fund IX, L.P., a private equity fund managed by First Reserve Corporation, after successfully amending certain provisions of its agreements with its lenders and senior secured note holders. First Reserve Corporation has purchased 2,430,741 shares of Series E Preferred Stock for $30.00 per share, each share of which, upon shareholder approval, will be convertible into ten common shares. Proceeds from the sale of shares to First Reserve will be used initially to pay down outstanding balances under the company's credit facility. As announced on October 16, 2002, the First Reserve Fund purchased from Quanta 8,666,666 shares of common stock at $3.00 per share, and purchased from Aquila, Inc. 3,303,100 shares of Quanta common stock at $3.00 per share and 939,380 shares of Quanta Series A Preferred Stock (convertible into 4,696,900 shares of common stock) at $3.00 per common share equivalent. "We are very pleased with First Reserve becoming the largest shareholder in Quanta and providing growth capital," stated John Colson, chairman and chief executive officer. "We believe we are well served by having a partner like First Reserve on our team." Ben Guill, president of First Reserve, has joined the Company's board of directors. In addition, First Reserve has the right to nominate two other members to the Company's board of directors. First Reserve now owns approximately 37 percent of Quanta's voting stock, assuming full conversion of the Series E Preferred Stock and Series A Preferred Stock. A meeting of Quanta's stockholders to approve the convertibility of the Series E Preferred Stock is scheduled for December 27, 2002. First Reserve has an agreement with Quanta not to exceed a 37 percent investment without the consent of Quanta's independent directors. Quanta also announced today that its Board has approved a voluntary program to exchange eligible options for restricted stock. Under the program, employees holding stock options granted under the company's 2001 Stock Incentive Plan with a per share exercise price - 5 - equal to or greater than $10.00, have the opportunity to cancel those options in exchange for restricted shares of the company's common stock. The restricted stock issued in the exchange will vest over a three-year period. If all eligible employees accept the offer, approximately 7.8 million outstanding options will be cancelled and approximately 3.2 million shares of restricted common stock will be issued. In conjunction with the offer, the number of shares of common stock that may be issued under Quanta's 2001 Stock Incentive Plan will be reduced from 15 percent of common stock outstanding to 12 percent of common stock outstanding (in each case, assuming full conversion of the company's Series A and Series E convertible stock). Based in Houston, Texas and in Greenwich, Connecticut, First Reserve is an independently owned firm that invests exclusively within the energy and energy-related sectors of the world economy. It is the leading private equity firm specializing in the energy industry with $2.6 billion under management. First Reserve is currently the largest shareholder of Dresser, Inc., Chicago Bridge & Iron, Pride International, and Superior Energy Services. Quanta Services, Inc. is a leading provider of specialized contracting services, delivering end-to-end network solutions for electric power, gas, telecommunications and cable television industries. The company's comprehensive services include designing, installing, repairing and maintaining network infrastructure nationwide. This press release contains various forward-looking statements and information that are based on management's belief as well as assumptions made by and information currently available to management. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. For a discussion of the risks, investors are urged to refer to the Company's reports filed under the Securities Exchange Act of 1934. - 6 - -----END PRIVACY-ENHANCED MESSAGE-----