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
Date of Report (Date of earliest event reported): February 12, 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 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 February 12, 2002, the Special Committee of the Board of Directors
of Quanta Services, Inc., a Delaware corporation, authorized the amendment of
the Rights Agreement, dated March 8, 2000, by and between Quanta and American
Stock Transfer & Trust Company, as rights agent, as amended by Amendment No. 1
thereto. Following such Special Committee action, Quanta entered into Amendment
No. 2 to the Rights Agreement on February 13, 2002. Amendment No. 2 provides
that only outstanding shares of Quanta voting stock are to be counted in
calculating the number of shares that UtiliCorp United Inc. could acquire while
remaining an Exempt Person under the Rights Agreement. As amended, the Rights
Agreement permits UtiliCorp to beneficially own up to 39% of the outstanding
shares of Quanta common stock (assuming conversion of all outstanding shares of
Quanta's series A preferred stock) or such greater percentage as it may own as
of the earlier of notice to UtiliCorp of, or public announcement of, Amendment
No. 2.
A copy of Amendment No. 2 is attached to this filing as an exhibit and
is incorporated herein by reference. The foregoing description is qualified in
its entirety by reference to Amendment No. 2. A copy of Quanta's press release
of February 13, 2002 announcing Amendment No. 2 is attached to this filing as an
exhibit and is incorporated herein by reference.
ITEM 7. EXHIBITS.
4.9 Amendment No. 2 to the Rights Agreement, dated as of February
13, 2002, by and between Quanta Services, Inc., a Delaware
corporation, and American Stock Transfer & Trust Company,
as rights agent.
99.1 Press Release of Quanta Services, Inc., dated February 13,
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 thereunto duly authorized.
Dated: February 15, 2002
QUANTA SERVICES, INC.
By: /s/ Dana A. Gordon
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Name: Dana A. Gordon
Title: Vice President - General
Counsel