UTILICORP UNITED INC
SC 13D/A, 2000-06-20
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                Schedule 13D/A
                  Under the Securities Exchange Act of 1934
                                (Amendment No. 9)

                              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.
                ----------------------------------------------
       20 West Ninth Street, Kansas City, Missouri 64105 (816) 421-6600
       ----------------------------------------------------------------
                (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.

                                  June 13, 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).
<PAGE>

                               CUSIP No. 74762E102

--------------------------------------------------------------------------------
      1        NAMES OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

               UtiliCorp United Inc.    #440541877
--------------------------------------------------------------------------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
               Instructions)
                 (a)
                 (b)  X
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      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        SOURCE OF FUNDS (See Instructions)

               WC, BK

--------------------------------------------------------------------------------
      5        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) or 2(e)

--------------------------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OR ORGANIZATION

               Delaware

--------------------------------------------------------------------------------
  NUMBER OF       7     SOLE VOTING
    SHARES              POWER
 BENEFICIALLY
OWNED BY EACH           26,155,966
  REPORTING
 PERSON WITH
               -----------------------------------------------------------------
                  8     SHARED VOTING
                        POWER
                        None*

               -----------------------------------------------------------------
                  9     SOLE DISPOSITIVE POWER

                        26,155,966

               -----------------------------------------------------------------
                  10    SHARED DISPOSITIVE
                        POWER

                        None

--------------------------------------------------------------------------------
      11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               26,155,966

--------------------------------------------------------------------------------
      12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES (See Instructions)
                             X

--------------------------------------------------------------------------------
      13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               37.19%**

--------------------------------------------------------------------------------
      14       TYPE OF REPORTING PERSON (See Instructions)
               CO

--------------------------------------------------------------------------------

*  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.

** The percentage reflected in row 13 above is obtained by using 70,329,686
   shares as the denominator. This denominator includes: (a) 61,029,686 shares
   of Issuer's issued and outstanding Common Stock (which includes (i)
   55,646,050 shares as indicated in the Issuer's Form 10-Q filed on May 15,
   2000 and (ii) 5,383,636 shares of Common Stock that UtiliCorp acquired upon
   conversion of the Convertible Promissory Notes of the Issuer on June 13,
   2000); and (b) the approximately 9,300,000 shares of Common Stock into which
   the Issuer's Convertible Preferred Stock held by UtiliCorp is convertible.

   Also note that the percentage of Common Stock owned by UtiliCorp on a fully
   diluted basis is 33.85%. This fully diluted percentage is obtained by using
   77,263,048 shares as the denominator, which includes (a) the 70,329,686
   shares discussed in the previous paragraph; (b) 4,835,571 shares of Common
   Stock issuable pursuant to options granted under Issuer's 1997 Stock Option
   Plan at March 31, 2000; and (c) 2,097,791 shares of Limited Vote Common Stock
   as indicated in the Issuer's Form 10-Q filed on May 15, 2000.

<PAGE>


                               AMENDMENT NO. 9 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
eight amendments thereto filed on October 8, 1999, October 14, 1999, October 20,
1999, October 26, 1999, November 9, 1999, January 13, 2000, April 26, 2000 and
May 25, 2000, respectively, on behalf of UtiliCorp are incorporated by reference
and amended as follows.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

      On June 13, 2000, UtiliCorp converted all of the Convertible Promissory
Notes of the Issuer that UtiliCorp held into 5,383,636 shares of Issuer's Common
Stock. The aggregate number of the Common Stock beneficially owned by UtiliCorp
remains unchanged.


<PAGE>

                                    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:      June 19, 2000               UtiliCorp United Inc.

                                         By:    /s/ Dale J. Wolf
                                         Name:  Dale J. Wolf
                                         Title: Secretary


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