SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 8, 2000
Date of Report (Date of earliest event reported)
QUANTA SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 001-13831 74-2851603
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1360 POST OAK BOULEVARD, SUITE 2100
HOUSTON, TEXAS 77056
(Address of Principal Executive Office) (Zip Code)
(713) 629-7600
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
On March 8, 2000, the Board of Directors of Quanta Services, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $0.00001 per share, of the
Company (the "Common Stock") and Series A Convertible Preferred Stock, $0.00001
par value per share, of the Company ("Series A Preferred Stock") (on an as
converted basis). The dividend is payable at the close of business on March 27,
2000 (the "Record Date") to the stockholders of record as of such time. Each
Right entitles the registered holder to purchase from the Company one one-
thousandth of a share of Series B Junior Participating Preferred Stock, par
value $0.00001 per share, of the Company (the "Series B Preferred Stock") at a
price of $230.00 per one one-thousandth of a share of Series B Preferred Stock
(the "Purchase Price"); provided, however, that to take into account the 3 for 2
stock dividend payable on April 7, 2000, the Purchase Price shall, on April 7,
2000, automatically and without any notice, certificate or other action by or to
the Company, Rights Agent or holders of the Rights, be $153.33. The Purchase
Price shall be subject to further adjustments as set forth in the Rights
Agreement dated as of March 8, 2000, as the same may be amended from time to
time (the "Rights Agreement"), between the Company and American Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent"). The Rights Agreement sets
forth the terms and conditions relating to the Rights. The Rights will expire
on March 8, 2010 (the "Final Expiration Date"), unless the Final Expiration Date
is advanced or extended or unless the Rights are earlier redeemed or exchanged
by the Company, in either case as described below.
The Rights are not exercisable until the "Distribution Date." Under
the Rights Agreement, a "Distribution Date" occurs upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons has become an "Acquiring Person" or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated or associated persons becomes
an Acquiring Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding shares of Common Stock. Except in certain situations, a person
or group of affiliated or associated persons becomes an "Acquiring Person" upon
acquiring beneficial ownership of 15% or more of the outstanding shares of
Common Stock. UtiliCorp United Inc. will not be deemed to be an Acquiring Person
unless and until (i) UtiliCorp, or any UtiliCorp affiliate or associate,
acquires, or announces its intention to acquire, more than 49.9% of the total
number of shares of outstanding Common Stock (on an as converted basis),
assuming full conversion of all securities convertible into Common Stock, or
(ii) there is a change in control of UtiliCorp and UtiliCorp then beneficially
owns or tenders for 15% or more of the Company's Common Stock. Until the
Distribution Date, the Rights will be evidenced, with respect to any of the
Common Stock and Series A Preferred Stock certificates outstanding as of the
Record Date, by such Common Stock and Series A Preferred Stock certificates
together with a copy of this Summary of Rights.
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Stock and Series A Preferred Stock. Until the Distribution Date
(or earlier expiration of the Rights), new Common Stock and Series A Preferred
Stock certificates issued after the Record Date upon transfer or new issuances
of Common Stock or Series A Preferred Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock or Series A Preferred Stock outstanding
as of the Record Date, even without such notation or a copy of this Summary of
Rights, will also constitute the transfer of the Rights associated with the
shares of Common Stock or Series A Preferred Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the
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Rights ("Right Certificates") will be mailed to holders of record of the Common
Stock and Series A Preferred Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Purchase Price payable, and the number of shares of Series B
Preferred Stock or other securities or property issuable, upon exercise of the
Rights is subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Series B Preferred Stock, (ii) upon the grant to holders of the Series B
Preferred Stock of certain rights or warrants to subscribe for or purchase
Series B Preferred Stock at a price, or securities convertible into Series B
Preferred Stock with a conversion price, less than the then-current market price
of the Series Preferred Stock, or (iii) upon the distribution to holders of the
Series B Preferred Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends or dividends payable in Series B Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights is subject to adjustment in the event
of a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock or the Series A
Preferred Stock occurring, in any such case, prior to the Distribution Date
(other than the 3 for 2 stock dividend payable on April 7, 2000).
Shares of Series B Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Subject to the rights of senior securities, each
share of Series B Preferred Stock will be entitled, when, as and if declared, to
a minimum preferential quarterly dividend payment of the greater of (a) $1.00
per share, and (b) an amount equal to 1000 times the dividend declared per share
of Common Stock. In the event of liquidation, dissolution or winding up of the
Company, the holders of the Series B Preferred Stock will be entitled to a
minimum preferential payment of the greater of (a) $10.00 per share (plus any
accrued but unpaid dividends), and (b) an amount equal to 1000 times the payment
made per share of Common Stock, subject to the rights of senior securities.
Each share of Series B Preferred Stock will have 1000 votes, voting together
with the Common Stock. Finally, in the event of any merger, consolidation or
other transaction in which outstanding shares of Common Stock are converted or
exchanged, each share of Series B Preferred Stock will be entitled to receive
1000 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.
Because of the nature of the Series B Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth interest in a
share of Series B Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise price
of the Right.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right that number of
shares of common stock of the person with whom the Company has engaged in the
foregoing transaction (or its parent) that at the time of such transaction have
a market value of two times the exercise price of the Right.
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At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph or
the acquisition by such Acquiring Person of beneficial ownership of 50% or more
of the outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such Acquiring Person which
will have become void), in whole or in part, for shares of Common Stock or
Series B Preferred Stock (or a series of the Company's preferred stock having
equivalent rights, preferences and privileges), at an exchange ratio of one
share of Common Stock, or a fractional share of Series B Preferred Stock (or
other preferred stock) equivalent in value thereto, per Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Series B Preferred Stock or Common
Stock will be issued (other than fractions of Series B Preferred Stock which are
integral multiples of one one-thousandth of a share of Series B Preferred Stock,
which may, at the election of the Company, be evidenced by depositary receipts),
and in lieu thereof an adjustment in cash will be made based on the current
market price of the Series B Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price") payable, at the
option of the Company, in cash, shares of Common Stock or such other form of
consideration as the Board of Directors of the Company shall determine. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Company may, except with respect
to the Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an Exhibit to this report on Form 8-K. A copy of the
Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, as the same may be amended
from time to time, which is hereby incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS. The following documents are filed as exhibits to this
current report.
4.1 Rights Agreement, dated as of March 8, 2000, between the
Registrant and American Stock Transfer & Trust Company, as Rights
Agent, which includes as Exhibit B thereto the Form of Right
Certificate.
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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.
March 20, 2000 QUANTA SERVICES, INC.
By: /s/ Brad Eastman
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Brad Eastman
General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Rights Agreement, dated as of March 8, 2000, between the Registrant
and American Stock Transfer & Trust Company, as Rights Agent, which
includes as Exhibit B thereto the Form of Right Certificate.
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