<PAGE> 1
----------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
QUANTA SERVICES, INC.
(Name of Issuer)
----------------------------------
COMMON STOCK, $.00001 PAR VALUE
(Title of Class of Securities)
----------------------------------
(CUSIP Number)
74762E 10 2
----------------------------------
Julia Murray
General Counsel-Finance
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-6161
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
----------------------------------
April 14, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report this acquisition that is the subject of this Schedule 13D,
and is filing this Schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ]
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.
----------------------------------
Page 1 of 13 Pages
<PAGE> 2
<TABLE>
<CAPTION>
Page 2 of 13 Pages
CUSIP NO.: 74762E 10 2
SCHEDULE 13D
============== ===========================================================================
<S> <C>
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Enron North America Corp.
- -------------- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------- ---------------------------------------------------------------------------
3 SEC USE ONLY
- -------------- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- -------------- ---------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -------------- ---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------------- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -------------- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
============== ===========================================================================
</TABLE>
<PAGE> 3
Page 3 of 13 Pages
CUSIP NO.: 74762E 10 2
SCHEDULE 13D
<TABLE>
============== ===========================================================================
<S> <C>
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Enron Corp.
- -------------- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------- ---------------------------------------------------------------------------
3 SEC USE ONLY
- -------------- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- -------------- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- -------------- ---------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -------------- ---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------------- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -------------- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
============== ===========================================================================
</TABLE>
<PAGE> 4
Page 4 of 13 Pages
CUSIP NO.: 74762E 10 2
<TABLE>
<CAPTION>
SCHEDULE 13D
============== ===========================================================================
<S> <C>
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Joint Energy Development Investments II Limited Partnership
- -------------- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- -------------- ---------------------------------------------------------------------------
3 SEC USE ONLY
- -------------- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -------------- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- -------------- ---------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -------------- ---------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -------------- ---------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------------- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- -------------- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
============== ===========================================================================
</TABLE>
<PAGE> 5
Page 5 of 13 Pages
AMENDMENT NO. 4 TO
STATEMENT ON SCHEDULE 13D
Introductory Note: This Amendment No. 4 to Statement on Schedule 13D
is being filed by Enron Corp., an Oregon corporation ("Enron"), Enron North
America Corp., a Delaware corporation ("ENA"), and Joint Energy Development
Investments II Limited Partnership, a Delaware limited partnership ("JEDI II"),
which are collectively referred to as the "Reporting Entities." All information
herein with respect to Quanta Services, Inc., a Delaware corporation (the
"Issuer"), and the common stock, par value $.00001 per share, of the Issuer
("Common Stock") is presented to the best knowledge and belief of the Reporting
Entities. Capitalized terms used and not defined in this Amendment No. 4 to
Statement on Schedule 13D have the meanings set forth in the Schedule 13D, as
amended. The joint Schedule 13D of Enron, ENA, and JEDI II filed October 9,
1998, as amended by a Schedule 13D/A of Enron, ENA, JEDI II, and ECT Merchant
Investments Corp., a Delaware corporation ("EMIC") filed January 12, 1999, as
further amended by a Schedule 13D/A of Enron, ENA, EMIC and JEDI II filed
October 18, 1999, as further amended by a Schedule 13D/A of Enron, ENA, EMIC
and JEDI II filed January 12, 2000, is further amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
The Schedules to this statement report current information regarding the
officers and directors of Enron, ENA, and Enron Capital II Corp. None of the
Reporting Entities nor, to their knowledge, any person listed on the Schedules
hereto, has been, during the last five years (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, U.S. federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION; ITEM 4. PURPOSE OF
TRANSACTION; ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Enron has indirect control over the general partner of SE Thunderbird L.P.
("Thunderbird"), a partnership which held a Convertible Promissory Note due
2010 dated October 5, 1998 issued by the Issuer in the original principal amount
of $12,337,500 (the "Thunderbird Note"). JEDI II held a note of like tenor and
description in the original principal amount of $37,012,500 (the "JEDI II Note")
(collectively, the "Convertible Notes").
On April 14, 2000, Thunderbird and JEDI II agreed to transfer their entire
interest in the Convertible Notes to UtiliCorp United Inc. in a private
transaction. The JEDI II Note was purchased for $154,392,586.16 plus the accrued
interest balance thereon. The Thunderbird Note was purchased for $51,464,195.39
plus the accrued interest balance thereon. Such amounts were actually paid to
Thunderbird and JEDI II on April 24, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the transfers described above, JEDI II, Enron and ENA have no
beneficial interest, dispositive power or voting power with respect to any
shares of Common Stock.
Since the Reporting Persons no longer beneficially own more than five percent
of the Common Stock and have filed this statement, they are no longer subject
to filing obligations under Section 13 of the Securities Exchange Act of 1934
with respect to the securities of the Issuer.
<PAGE> 6
Page 6 of 13 Pages
Other than the transactions described above and in the Schedule 13D/A filed
January 12, 2000, none of the Reporting Entities, nor to their knowledge any of
the persons named in the Schedules attached hereto, has effected any
transaction in the Common Stock during the preceding sixty days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(i) Offer letter dated April 14, 2000 from UtiliCorp United Inc.
to JEDI II.
(ii) Offer letter dated April 14, 2000 from UtiliCorp United Inc.
to Thunderbird.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
<TABLE>
<CAPTION>
<S> <C> <C>
Date: April 26, 2000 JOINT ENERGY DEVELOPMENT
INVESTMENTS II LIMITED PARTNERSHIP
By: Enron Capital Management II Limited Partnership, its
General Partner
By: Enron Capital II Corp., its general partner
By: /s/ Julia Heintz Murray
-------------------------------------------------
Name: Julia Heintz Murray
-------------------------------------------------
Title: Managing Director, General Counsel, Finance
and Secretary
-------------------------------------------------
Date: April 26, 2000 ENRON NORTH AMERICA CORP.
By: /s/ Julia Heintz Murray
-------------------------------------------------
Name: Julia Heintz Murray
-------------------------------------------------
Title: Managing Director, General Counsel, Finance
and Secretary
-------------------------------------------------
Date: April 26, 2000 ENRON CORP.
By: /s/ Angus H. Davis
-------------------------------------------------
Name: Angus H. Davis
-------------------------------------------------
Title: Vice President and Deputy Corporate Secretary
-------------------------------------------------
</TABLE>
<PAGE> 7
Page 7 of 13 Pages
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON NORTH AMERICA CORP.
(FORMERLY ENRON CAPITAL & TRADE RESOURCES CORP.)
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Each of the following person's
business address is 1400 Smith
Street, Houston, TX 77002
J. Clifford Baxter U.S.A. Director; Chairman of the Board, Chief Executive Officer
and Managing Director
Mark E. Haedicke U.S.A. Director; Managing Director and General Counsel
David W. Delainey U.S.A. Director; President and Chief Operating Officer
Philippe A. Bibi U.S.A. Managing Director
W. Craig Childers U.S.A. Managing Director
Jay L. Fitzgerald U.S.A. Managing Director
Michael J. Kopper U.S.A. Managing Director
John J. Lavorato U.S.A. Managing Director
Danny J. McCarty U.S.A. Managing Director
Jere C. Overdyke, Jr. U.S.A. Managing Director
Gregory F. Piper U.S.A. Managing Director
Brian L. Redmond U.S.A. Managing Director
Jeffrey A. Shankman U.S.A. Managing Director
John R. Sherriff U.S.A. Managing Director
Colleen Sullivan-Shaklovitz U.S.A. Managing Director
Robert J. Hermann U.S.A. Managing Director
Vince J. Kaminski U.S.A. Managing Director
Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and Secretary
Raymond M. Bowen, Jr. U.S.A. Managing Director and Treasurer
Janet R. Dietrich U.S.A. Managing Director
</TABLE>
<PAGE> 8
Page 8 of 13 Pages
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
George A. McClellan, III U.S.A. Managing Director
James B. Fallon U.S.A. Managing Director
Gary J. Hickerson U.S.A. Managing Director
Jeffrey M. Donahue U.S.A. Managing Director
</TABLE>
<PAGE> 9
Page 9 of 13 Pages
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director; Chairman, President and Chief Executive
Belco Oil and Gas Corp. Officer, Belco Oil & Gas Corp.
767 Fifth Avenue, 46th Fl.
New York, NY 10153
Norman P. Blake, Jr. U.S.A. Director; Chief Executive Officer and Secretary General,
5885 Garden River Cove United States Olympic Committee
Memphis, TN 38120
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung Development Group
Hang Lung Development
Company Limited
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
Paulo V. Ferraz Pereira Brazil Director; President and Chief Executive Officer of
Meridional Financial Group Meridional Financial Group
Av. Rio Branco, 138-15th andar
20057-900 Rio de Janeiro - RJ
Brazil
Joe H. Foy U.S.A. Director; Retired Senior Partner
Bracewell & Patterson Bracewell & Patterson, L.L.P.
South Tower Pennzoil Place
711 Louisiana, Ste. 2900
Houston, TX 77002
Wendy L. Gramm U.S.A. Director; Director, Regulatory Studies Program of the
P. O. Box 39134 Mercatus Center, George Mason University
Washington, D.C. 20016
Ken L. Harrison U.S.A. Director; Chairman and Chief Executive Officer,
121 S. W. Salmon Street Portland General Electric Company
Portland, OR 97204
</TABLE>
<PAGE> 10
Page 10 of 13 Pages
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus), Graduate School of
Graduate School of Business Business, Stanford University
Stanford University
Stanford, CA 94305
Charles A. LeMaistre U.S.A. Director; President (Emeritus), University of Texas
P.O. Box 15247 M.D. Anderson Cancer Center
San Antonio, TX 78212
John Mendelsohn U.S.A. Director; President, University of Texas
University of Texas M.D. Anderson Cancer Center
M.D. Anderson Cancer Ctr.
1515 Holcombe
Houston, Texas 77030
Jerome J. Meyer U.S.A. Director; Chairman and Chief Executive Officer,
26600 S.W. Parkway Tektronix, Inc.
Building 63
P. O. Box 1000
Wilsonville, OR 97070-1000
Frank Savage U.S.A. Director; Chairman, Alliance Capital Management
1345 Avenue of the Americas International
39th Floor
New York, New York 10105
John A. Urquhart U.S.A. Director; Senior Advisor to the Chairman of Enron
John A. Urquhart Assoc. Corp.; President, John A. Urquhart Associates
111 Beach Road
Fairfield, CT 06430
John Wakeham U.K. Director; Former U.K. Secretary of State for Energy
1 Salisbury Square and Leader of the Houses of Commons and Lords
London EC4Y 8JB
United Kingdom
Herbert S. Winokur, Jr. U.S.A. Director; Chairman and CEO, Capricorn Holdings, Inc.
Capricorn Holdings, Inc.
30 East Elm Ct.
Greenwich, CT 06830
Kenneth L. Lay U.S.A. Director; Chairman and Chief Executive Officer
1400 Smith Street
Houston, TX 77002
J. Clifford Baxter U.S.A. Chairman of the Board, Chief Executive Officer and
1400 Smith Street Managing Director, Enron North America Corp.
Houston, TX 77002
</TABLE>
<PAGE> 11
Page 11 of 13 Pages
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Richard B. Buy U.S.A. Executive Vice President and Chief Risk Officer
1400 Smith Street
Houston, TX 77002
Richard A. Causey U.S.A. Executive Vice President and Chief Accounting Officer
1400 Smith Street
Houston, TX 77002
Mark E. Koenig U.S.A. Executive Vice President, Investor Relations
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Executive Vice President and General Counsel
1400 Smith Street
Houston, TX 77002
Steven J. Kean U.S.A. Executive Vice President and Chief of Staff
1400 Smith Street
Houston, TX 77002
Andrew S. Fastow U.S.A. Executive Vice President and Chief Financial Officer
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. President and Chief Executive Officer, Enron
1400 Smith Street Europe, Ltd.
Houston, TX 77002
Stanley C. Horton U.S.A. Chairman and Chief Executive Officer, Enron Gas
1400 Smith Street Pipeline Group
Houston, TX 77002
Rebecca Mark-Jusbasche U.S.A. Director; Chairman and Chief Executive Officer,
1400 Smith Street Azurix Corp.
Houston, TX 77002
J. Mark Metts U.S.A. Executive Vice President, Corporate Development
1400 Smith Street
Houston, TX 77002
Cindy K. Olson U.S.A. Executive Vice President, Human Resources and
1400 Smith Street Community Relations
Houston, TX 77002
Jeffrey McMahon U.S.A. Executive Vice President, Finance and Treasurer
1400 Smith Street
Houston, TX 77002
</TABLE>
<PAGE> 12
Page 12 of 13 Pages
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Michael S. McConnell U.S.A. Executive Vice President, Technology
1400 Smith Street
Houston, TX 77002
Lou L. Pai U.S.A. Chairman, President and Chief Executive Officer,
1400 Smith Street Enron Energy Services, Inc.
Houston, TX 77002
Kenneth D. Rice U.S.A. Co-Chief Executive Officer and President, Enron
1400 Smith Street Broadband Services, Inc.
Houston, TX 77002
Jeffrey K. Skilling U.S.A. Director; President and Chief Operating Officer,
1400 Smith Street Enron Corp.
Houston, TX 77002
Joseph W. Sutton U.S.A. Vice Chairman, Enron Corp.
1400 Smith Street
Houston, TX 77002
Joseph M. Hirko U.S.A. Co-Chief Executive Officer, Enron Broadband Services, Inc.
1400 Smith Street
Houston, TX 77002
</TABLE>
<PAGE> 13
Page 13 of 13 Pages
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL II CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Each of the following persons
business address is 1400 Smith
Street, Houston, TX 77002
J. Clifford Baxter U.S.A. Director; Chairman, Chief Executive
Officer and Managing Director
James V. Derrick, Jr. U.S.A. Director
David W. Delainey U.S.A. President and Managing Director
Raymond M. Bowen, Jr. U.S.A. Managing Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Director; Managing Director and
General Counsel
Robert J. Hermann U.S.A. Managing Director and General Tax
Counsel
Michael J. Kopper U.S.A. Managing Director
Jeffrey McMahon U.S.A. Managing Director, Finance and
Treasurer
Julia Heintz Murray U.S.A. Managing Director, General
Counsel, Finance and Secretary
</TABLE>
<PAGE> 14
EXHIBIT INDEX
(i) Offer letter dated April 14, 2000 from UtiliCorp United Inc.
to JEDI II.
(ii) Offer letter dated April 14, 2000 from UtiliCorp United Inc.
to Thunderbird.
<PAGE> 1
EXHIBIT (i)
[UTILICORP UNITED LETTERHEAD]
April 14, 2000
VIA FACSIMILE: (713) 646-3393
Joint Energy Development Investments II Limited Partnership
1400 Smith St.
Houston, Texas 77002
Ladies and Gentlemen:
UtiliCorp United Inc. ("UtiliCorp") hereby offers to purchase your
$37,012,500 principal amount of Convertible Subordinated Notes due 2010
("Notes") of Quanta Services, Inc. ("Quanta") that are convertible into
4,037,727 shares of common stock of Quanta. This letter describes the terms of
the offer.
1. Price. UtiliCorp offers to purchase your Notes at a price equal to the
product of 4,037,727 times $38.2375 (i.e, 95% of the last sale price per share
of Quanta's common stock on the New York Stock Exchange on April 13, 2000), plus
an amount equal to the interest accrued on such Notes through the date
immediately prior to closing (the "Offered Price").
2. Number of Notes. Our offer is not contingent upon receiving a minimum
or maximum number of Notes.
3. Offer Period. UtiliCorp would like to acquire ownership of your Notes
under this letter agreement as soon as possible, and in any event within 5
business days after the date of this letter. However, if you wish to extend
this period, please kindly so request in writing so that we can consider your
request.
4. Representations and Warranties. By signing this letter, you and we
hereby make the following representations and warranties as to itself:
a. You and we have reasonable access to, and have been given
sufficient opportunity to review, all material information about Quanta's
business, financial condition, operations and value that you or we believe to
be relevant to your decision to sell your Notes (including a release of
Quanta's quarterly financial results for the fiscal quarter ending March 31,
2000). You and we are sophisticated and experienced in evaluating the merits
and risks involving an investment in Quanta securities, the particulars of our
offer, and the decision to sell your Quanta Notes. You and we have been able to
obtain all information required in making an informed decision regarding the
offer. You and we understand and acknowledge that the earnings of Quanta for
the first quarter of 2000 have not been disseminated to the public and that
Quanta is expected to make a formal earnings release for this period soon after
the date hereof.
1
<PAGE> 2
b. You are making your decision to sell your Quanta Notes
independently and have not been subjected (at any time) to any pressure or
influence from UtiliCorp to sell your Quanta Notes.
c. At the time of completion of the sale and purchase of your
Notes in accordance with this offer, your Notes shall be your absolute property
free of any security, lien, encumbrance or adverse interest whatsoever and
together with all benefits or entitlements applicable to such Notes.
5. ACCEPTANCE AND PAYMENT. IF THE OFFER IS ACCEPTABLE TO YOU, PLEASE
FOLLOW THE STEPS BELOW:
a. SIGN YOUR NAME IN THE SPACE APPLICABLE TO YOU AT THE END OF
THIS LETTER;
b. COMPLETE THE ATTACHED NOTE POWER; AND
c. SEND A COPY OF YOUR SIGNED LETTER AND THE ORIGINAL COPIES OF
YOUR NOTE AND NOTE POWER (VIA OVERNIGHT DELIVERY) TO UTILICORP
IN CARE OF:
MR. YABO LIN
BLACKWELL SANDERS PEPER MARTIN LLP
2300 MAIN STREET, SUITE 1100
KANSAS CITY, MISSOURI 64108
TEL: (816) 983-8000
FAX: (816) 983-8080
YOUR ACCEPTANCE WILL NOT BE CONSIDERED COMPLETE UNTIL YOU SEND TO
MR. LIN ALL THE REQUIRED ACCEPTANCE DOCUMENTS, INCLUDING THE SIGNED LETTER, NOTE
AND NOTE POWER, WHICH FOR PURPOSES OF THIS LETTER, WILL BECOME A BINDING
OBLIGATION TO SELL AND TO PURCHASE, UPON THE RECEIPT OF SUCH DOCUMENTS BY
FACSIMILE.
Within 5 business days after receipt of your acceptance documents,
we will wire to an account designated in writing by you payment in full of the
aggregate Offered Price due to you.
6. Governing Law. This letter in all respects will be interpreted,
construed and governed by and in accordance with the laws of the State of New
York.
7. Indemnification. You and we each acknowledge that (i) it
understands the meaning and legal consequences of the representations,
warranties and agreements contained herein; (ii) the other party is relying on
the accuracy of such representations, warranties and agreements; and (iii) the
other party would not have entered into this transaction if any representation,
warranty or agreement were known to be materially false. Accordingly, each party
agrees to indemnify and hold harmless the other from and against any and all
loss, damage, liability, cost or expense due to or arising out of a breach of
any of its representations, warranties or agreements contained herein. This
indemnity will survive the purchase and sale of your Quanta Notes intended
herein.
2
<PAGE> 3
8. Binding Effect. This letter will be binding upon and inure to the
benefit of the parties and their heirs, successors, legal representatives and
assigns.
9. Entire Agreement. This letter constitutes the entire agreement between
the parties pertaining to the purchase of your Quanta Notes and supersedes any
prior understanding.
* * * *
Very truly yours,
/s/ KEVIN ANDERSON
Kevin Anderson
Vice President, Communications Services
UtiliCorp United Inc.
AGREED TO AND ACCEPTED:
Joint Energy Development Investments II Limited Partnership
By: Enron Capital Management II Limited Partnership, its general partner
By: Enron Capital II Corp., its general partner
By: /s/ RAYMOND M. BOWEN, JR.
-----------------------------------
(signature)
Printed Name: Raymond M. Bowen, Jr.
-------------------------
Title: Managing Director
--------------------------------
Date: 4/14/00
---------------------------------
3
<PAGE> 1
EXHIBIT (ii)
[UTILICORP UNITED LETTERHEAD]
April 14, 2000
VIA FACSIMILE: (713) 646-3393
SB Thunderbird L.P.
1400 Smith St.
Houston, Texas 77002
Ladies and Gentlemen:
UtiliCorp United Inc. ("UtiliCorp") hereby offers to purchase your
$12,337,500 principal amount of Convertible Subordinated Notes due 2010
("Notes") of Quanta Services, Inc. ("Quanta") that are convertible into
1,345,909 shares of common stock of Quanta. This letter describes the terms of
the offer.
1. Price. UtiliCorp offers to purchase your Notes at a price equal to the
product of 1,345,909 times $38.2375 (i.e., 95% of the last sale price per share
of Quanta's common stock on the New York Stock Exchange on April 13, 2000), plus
an amount equal to the interest accrued on such Notes through the date
immediately prior to closing (the "Offered Price").
2. Number of Notes. Our offer is not contingent upon receiving a minimum
or maximum number of Notes.
3. Offer Period. UtiliCorp would like to acquire ownership of your Notes
under this letter agreement as soon as possible, and in any event within 5
business days after the date of this letter. However, if you wish to extend
this period, please kindly so request in writing so that we can consider your
request.
4. Representations and Warranties. By signing this letter, you and we
hereby make the following representations and warranties as to itself:
a. You and we have reasonable access to, and have been given
sufficient opportunity to review, all material information about Quanta's
business, financial condition, operations and value that you or we believe to
be relevant to your decision to sell your Notes (including a release of
Quanta's quarterly financial results for the fiscal quarter ending March 31,
2000). You and we are sophisticated and experienced in evaluating the merits
and risks involving an investment in Quanta securities, the particulars of our
offer, and the decision to sell your Quanta Notes. You and we have been able to
obtain all information required in making an informed decision regarding the
offer. You and we understand and acknowledge that the earnings of Quanta for
the first quarter of 2000 have not been disseminated to the public and that
Quanta is expected to make a formal earnings release for this period soon after
the date hereof.
1
<PAGE> 2
b. You are making your decision to sell your Quanta Notes
independently and have not been subjected (at any time) to any pressure or
influence from UtiliCorp to sell your Quanta Notes.
c. At the time of completion of the sale and purchase of your
Notes in accordance with this offer, your Notes shall be your absolute property
free of any security, lien, encumbrance or adverse interest whatsoever and
together with all benefits or entitlements applicable to such Notes.
5. ACCEPTANCE AND PAYMENT. IF THE OFFER IS ACCEPTABLE TO YOU, PLEASE
FOLLOW THE STEPS BELOW:
a. SIGN YOUR NAME IN THE SPACE APPLICABLE TO YOU AT THE END OF
THIS LETTER;
b. COMPLETE THE ATTACHED NOTE POWER; AND
c. SEND A COPY OF YOUR SIGNED LETTER AND THE ORIGINAL COPIES OF
YOUR NOTE AND NOTE POWER (VIA OVERNIGHT DELIVERY) TO UTILICORP
IN CARE OF:
MR. YABO LIN
BLACKWELL SANDERS PEPER MARTIN LLP
2300 MAIN STREET, SUITE 1100
KANSAS CITY, MISSOURI 64108
TEL: (816) 983-8000
FAX: (816) 983-8080
YOUR ACCEPTANCE WILL NOT BE CONSIDERED COMPLETE UNTIL YOU SEND TO
MR. LIN ALL THE REQUIRED ACCEPTANCE DOCUMENTS, INCLUDING THE SIGNED LETTER, NOTE
AND NOTE POWER, WHICH FOR PURPOSES OF THIS LETTER, WILL BECOME A BINDING
OBLIGATION TO SELL AND TO PURCHASE, UPON THE RECEIPT OF SUCH DOCUMENTS BY
FACSIMILE.
Within 5 business days after receipt of your acceptance documents,
we will wire to an account designated in writing by you payment in full of the
aggregate Offered Price due to you.
6. Governing Law. This letter in all respects will be interpreted,
construed and governed by and in accordance with the laws of the State of New
York.
7. Indemnification. You and we each acknowledge that (i) it
understands the meaning and legal consequences of the representations,
warranties and agreements contained herein; (ii) the other party is relying on
the accuracy of such representations, warranties and agreements; and (iii) the
other party would not have entered into this transaction if any representation,
warranty or agreement were known to be materially false. Accordingly, each party
agrees to indemnify and hold harmless the other from and against any and all
loss, damage, liability, cost or expense due to or arising out of a breach of
any of its representations, warranties or agreements contained herein. This
indemnity will survive the purchase and sale of your Quanta Notes intended
herein.
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8. Binding Effect. This letter will be binding upon and inure to the
benefit of the parties and their heirs, successors, legal representatives and
assigns.
9. Entire Agreement. This letter constitutes the entire agreement between
the parties pertaining to the purchase of your Quanta Notes and supersedes any
prior understanding.
* * * *
Very truly yours,
/s/ KEVIN ANDERSON
Kevin Anderson
Vice President, Communications Services
UtiliCorp United Inc.
AGREED TO AND ACCEPTED:
SE Thunderbird L.P.
By: Blue Heron I LLC, its general partner
By: Whitewing Associates L.P., its sole member
By: Whitewing Management LLC, its general member
by Egret I LLC, its managing partner
By:________________________________________
(signature)
Printed Name:______________________________
Title:_____________________________________
Date:______________________________________
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