SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Quanta Services, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
74762E102
(CUSIP Number)
Dale J. Wolf, Secretary, UtiliCorp United Inc.
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20 West Ninth Street, Kansas City, Missouri 64105 (816) 421-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Dennis P. Wilbert, Esq., Blackwell Sanders Peper Martin LLP, 2300 Main Street
Kansas City, Missouri 64108 (816) 983-8124.
May 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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
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 (however, see the
Notes).
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CUSIP No. 74762E102
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
UtiliCorp United Inc. #440541877
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING
SHARES POWER
BENEFICIALLY
OWNED BY EACH 26,155,966
REPORTING
PERSON WITH
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8 SHARED VOTING
POWER
None*
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9 SOLE DISPOSITIVE POWER
26,155,966
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10 SHARED DISPOSITIVE
POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,155,966
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.2%**
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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[FN]
* This representation is qualified by the fact that, as described in Item 4 of
the Schedule 13D, UtiliCorp has the ability to vote or direct the vote of the
shares subject to the Stockholder's Voting Agreements only in two limited,
tax-related circumstances. UtiliCorp expressly disclaims beneficial ownership
to any shares of Common Stock that are subject to the Stockholder's Voting
Agreements.
** This percentage reflects a modification to the 48.5% indicated in Amendment
No. 7 to this Schedule 13D that UtiliCorp filed on April 26, 2000. The number
of Common Stock beneficially owned by UtiliCorp in the Issuer remains the
same as reported in Amendment No. 7. However, in previous Schedule 13D
filings UtiliCorp included in the denominator ONLY the number of Issuer's
issued and outstanding Common Stock. By contrast, the percentage reflected in
row 13 above is properly obtained by using 68,558,117 shares as the
denominator, which includes not only the 53,874,481 shares of Issuer's issued
and outstanding Common Stock after a 3-for-2 stock split became effective on
April 7, 2000 (as indicated in the Issuer's definitive proxy statement for
its annual stockholders meeting in 2000 (Form 14A filed on April 6, 2000)),
but also (a) the approximately 9,300,000 shares of Common Stock into which
the Issuer's Convertible Preferred Stock held by UtiliCorp is convertible;
and (b) the approximately 5,383,633 shares of Common Stock into which the
Convertible Promissory Notes of the Issuer held by UtiliCorp are convertible.
</FN>
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Also note that the percentage of Common Stock owned by UtiliCorp on a fully
diluted basis is 33.6%. This fully diluted percentage is obtained by using
77,856,310 shares as the denominator, which includes (a) 53,874,481 shares of
Issuer's issued and outstanding Common Stock; (b) the approximately 9,300,000
shares of Common Stock into which the Issuer's Convertible Preferred Stock
held by UtiliCorp is convertible; (c) the approximately 5,383,633 shares of
Common Stock into which the Convertible Promissory Notes of the Issuer held
by UtiliCorp are convertible; (d) 6,390,811 shares of Common Stock issuable
pursuant to options granted under Issuer's 1997 Stock Option Plan; and (e)
2,907,382 shares of Limited Vote Common Stock.
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<PAGE>
AMENDMENT NO. 8 TO
STATEMENT ON SCHEDULE 13D
INTRODUCTION
All information herein with respect to UtiliCorp United Inc., a Delaware
corporation ("UtiliCorp"), and the common stock, par value $0.00001 per share
(the "Common Stock"), of Quanta Services, Inc., a Delaware corporation
("Issuer"), is correct to the best knowledge and belief of UtiliCorp. The
Schedule 13D originally filed on October 4, 1999 on behalf of UtiliCorp and
seven amendments thereto filed on October 8, 1999, October 14, 1999, October 20,
1999, October 26, 1999, November 9, 1999, January 13, 2000 and April 26, 2000,
respectively, on behalf of UtiliCorp are incorporated by reference and amended
as follows.
ITEM 4. PURPOSE OF TRANSACTION AND ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER.
The aggregate number of Common Stock that UtiliCorp recently purchased as
reported on Amendment No.7 to this Schedule 13D is 9,117,334 shares. These
shares represent 13.3% of Issuer's outstanding Common Stock (which includes (a)
Issuer's shares of Common Stock actually issued and outstanding and (b) all
shares issuable upon conversion of the Convertible Preferred Stock and the
Convertible Promissory Notes held by UtiliCorp), or 11.7% on a fully diluted
basis. In the aggregate, UtiliCorp beneficially owns 26,155,966 shares of
Issuer's Common Stock. These shares represent 38.2% of Issuer's outstanding
Common Stock, or 33.6% on a fully diluted basis.
UtiliCorp is considering whether to pursue a transaction with the Issuer
that would enable UtiliCorp to enjoy the benefit of financial statement
consolidation for accounting purposes by means that do not include (a) an
acquisition by UtiliCorp of a majority of the shares of the Issuer's Common
Stock or (b) a business combination.
At the Issuer's annual stockholders meeting on May 24, 2000, the
stockholders of the Issuer approved the exchange of 7,924,806 shares of the
Issuer's Common Stock, which UtiliCorp had purchased through a combination of
open market and privately negotiated purchases and the exercise of preemptive
rights, for 1,584,961 shares of the Issuer's Series A Preferred Stock at a rate
of 5 shares of Common Stock for one share of Series A Preferred Stock. Such
exchange will become effective upon the filing by the Issuer of an amendment to
its Certificate of Incorporation with the Secretary of State of Delaware.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 25, 2000 UtiliCorp United Inc.
By: /s/ Dale J. Wolf
Name: Dale J. Wolf
Title: Secretary
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