-----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, KuQF6CmgjMrP+KDcpeHew6QBHy44MyxH7aAPTwgwLy+c1e8//958fQ7PQeiH+4KX HTiMX2iNYTo/HQQDGq7LrQ== 0000950129-03-004929.txt : 20031009 0000950129-03-004929.hdr.sgml : 20031009 20031009083959 ACCESSION NUMBER: 0000950129-03-004929 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031009 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031009 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: 03934166 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 h09500e8vk.txt FORM 8-K 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): October 9, 2003 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 No.) (IRS Employer Identification No.) 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 October 9, 2003, Quanta issued a press release announcing, among other matters, the offering of $175 million of convertible subordinated debentures. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K: Exhibit No. Exhibit ----------- ------- 99.1 Press Release of Quanta Services Inc. dated October 9, 2003 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 thereunto duly authorized. Dated: October 9, 2003 QUANTA SERVICES, INC. By: /s/ DANA A. GORDON ------------------ Name: Dana A. Gordon Title: Vice President - General Counsel EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release of Quanta Services Inc. dated October 9, 2003 EX-99.1 3 h09500exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [QUANTA SERVICES LOGO] PRESS RELEASE 03-10 FOR IMMEDIATE RELEASE Contacts: James Haddox, CFO Ken Dennard / ksdennard@drg-e.com Reba Reid Lisa Elliott / lelliott@drg-e.com Quanta Services, Inc. DRG&E 713-629-7600 713-529-6600 QUANTA SERVICES ANNOUNCES OFFERING OF $175 MILLION OF CONVERTIBLE SUBORDINATED DEBENTURES HOUSTON - OCTOBER 9, 2003 - Quanta Services, Inc. (NYSE:PWR) today announced that it plans to raise $175 million, subject to market conditions, through an offering of convertible subordinated debentures due 2023. Quanta Services also plans to grant to the initial purchasers of the debentures an option to purchase up to an additional $35 million aggregate principal amount of debentures. The proceeds will be applied to the company's obligations under its senior notes and existing credit facility. The debentures will be issued in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"). The debentures and the shares of common stock issuable upon conversion of the debentures will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell, or the solicitation of, or an offer to buy, the debentures or any other securities. 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. Statements in this press release that contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, include, but are not limited to, statements regarding the offering, the issuance of the debentures and the amount and use of proceeds. Such statements are based on management's belief as well as assumptions made by and information currently available to management, and such statements are inherently subject to a variety of risks and uncertainties. Although Quanta's management 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. These risk factors include, among others, risks of a continued economic downturn that could lead to less demand for Quanta's services, Quanta's inability to access sufficient funding in the future to finance desired growth, possible variations in Quanta's operating results, Quanta's dependence on fixed price contracts, possible adverse effects on Quanta's results of operations due to goodwill impairments, possible contract cancellations, the potential for rapid technological and structural changes in the industries Quanta serves which could reduce the demand for Quanta's services, competition, inability or failure to obtain or maintain necessary performance bonds, failure to generate internal growth, limitations of Quanta's corporate management infrastructure, departure of key personnel, risks related to Quanta's unionized workforce, the inability to attract and retain qualified employees, self-insurance, potential environmental liabilities, the ability of Quanta to effectively integrate the operations of acquired companies, potential conflicts of interest resulting from First Reserve's investment in Quanta, limitations on the ability to seek remedies against Arthur Andersen LLP, Quanta's former auditor, and provisions in Quanta's corporate governing documents making an acquisition of Quanta more difficult, as well as other general risks related to the industries in which Quanta operates. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expected. Investors are urged to refer to Quanta's reports filed with the Securities and Exchange Commission, which contain a discussion of the risk factors that could impact these areas and Quanta's overall business and financial performance. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----