<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)(1)
----------
Integrated Electrical Services, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------
(Title of Class of Securities)
45811E 10 3
---------------------------------------
(CUSIP Number)
Jerry Mills
14275 Midway Road, Suite 130, Addison, Texas 75001
(972) 934-9112
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 24, 2000
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
<PAGE> 2
SCHEDULE 13D
----------------------- -----------------
CUSIP NO. 45811 E 10 3 PAGE 2 OF 5 PAGES
----------------------- -----------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Jerry Mills
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00, PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,119,695**
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,119,695**
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,119,695**
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes 2,115,695 shares of Common Stock owned of record by Jerry Mills
and 4,000 shares of Common Stock owned of record by two trusts for Mr.
Mills's grandchildren (2,000 shares each) of which Mr. Mills is the
trustee.
Page 2 of 5 Pages
<PAGE> 3
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amends his Schedule 13D dated February 9, 1998 (the "Schedule
13D"), relating to the Common Stock, par value $0.01 per share, of Integrated
Electrical Services, Inc. The Schedule 13D is amended to reflect updated
information regarding the undersigned, a decrease in the percentage of the class
beneficially owned, and certain other matters. Except as stated herein, the
Schedule 13D is hereby amended and restated to read in its entirety as follows:
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $0.01 per
share ("Common Stock"), of Integrated Electrical Services, Inc. (the "Issuer").
The principal executive offices of the Issuer are at 1800 West Loop South, Suite
500, Houston, Texas 77027.
Item 2. Identity and Background.
(a) - (c) This Schedule 13D is filed on behalf of Jerry Mills (the
"Reporting Person"), an individual whose business address is 14275 Midway Road,
Suite 130, Addison, Texas 75001. The Reporting Person's principal occupation is
private investments. The Reporting Person was the President of the Issuer until
December 13, 1999, and a member of the Board of Directors of the Issuer until
March 21, 2000. The Reporting Person no longer has any relationship with the
Issuer other than as a stockholder.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a natural person and a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired beneficial ownership of shares of Common
Stock on September 4, 1997, in consideration of the Reporting Person's agreement
to serve as an executive officer of the Issuer; on January 30, 1998, as partial
consideration for all of the Reporting Person's shares of outstanding capital
stock of Mills Electrical Contracting, Inc. ("Mills Electrical") in connection
with the Issuer's acquisition of Mills Electrical; and on June 12 and June 15,
1998, by purchases for cash in the open market. A total of approximately
$976,000 of the Reporting Person's personal funds was used to make the
open-market purchases; no funds were borrowed for this purpose.
Page 3 of 5 Pages
<PAGE> 4
Item 4. Purpose of Transaction.
The Reporting Person acquired the shares of Common Stock in the Issuer's
acquisition of Mills Electrical and for investment purposes, and he continues to
hold the shares of Common Stock for investment purposes. The Reporting Person
intends to review his investment in the Issuer on a continuing basis and,
depending upon the price of the Common Stock, subsequent developments affecting
the Issuer, the Issuer's business and prospects, general stock market and
economic conditions, tax considerations, and other factors deemed relevant, may
decide to increase or decrease his current investment in Common Stock. In light
of the Reporting Person's ceasing to be an affiliate of the Issuer, and the
expiration (on September 30, 2000) of contractual stock transfer restrictions
affecting most of the Reporting Person's shares of Common Stock, however, the
Reporting Person generally intends to reduce his current investment in the
Common Stock.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) There were 37,911,688 shares of Common Stock outstanding as of
August 11, 2000. The Reporting Person is the beneficial owner of 2,119,695
shares of Common Stock, which constitutes approximately 5.6% of the total issued
and outstanding shares of Common Stock as of August 11, 2000.
(b) The Reporting Person has the sole power to vote or direct the vote
of, and the sole power to dispose or direct the disposition of, all shares of
Common Stock that he beneficially owns.
(c) During the past 60 days the Reporting Person has not acquired any
shares of Common Stock. During the past 60 days the Reporting Person has sold
shares of Common Stock in open-market transactions on the New York Stock
Exchange as follows:
<TABLE>
<CAPTION>
Shares of Common
Date of Sale Stock Sold Sales Price per Share
------------ ---------- ---------------------
<S> <C> <C>
August 21, 2000 1,500 $6.1898
August 22, 2000 13,500 $6.1898
August 23, 2000 12,500 $6.4398
September 5, 2000 20,000 $7.8797
September 6, 2000 5,300 $7.8797
</TABLE>
(d) The Reporting Person affirms that no person other than the Reporting
Person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock beneficially
owned by the Reporting Person.
Page 4 of 5 Pages
<PAGE> 5
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
with respect to the shares of Common Stock owned by the Reporting Person.
Item 7. Material to be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 24, 2000
/s/ Jerry M. Mills
-----------------------------------
JERRY MILLS
Page 5 of 5 Pages
