================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 19, 2001
Date of Report
Earliest Reported Event is
NOVEMBER 18, 2001
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-13831 74-2851603
Commission File No. IRS Employer Identification No.
1360 POST OAK BLVD.
SUITE 2100
HOUSTON, TEXAS 77056
(Address of principal executive offices)
Registrant's telephone number, including area code:
(713) 629-7600
================================================================================
ITEM 5. OTHER EVENTS.
The Board of Directors (the "Board") of Quanta Services, Inc. (the
"Company") acted on November 18, 2001 to form a Board committee consisting
of the seven Quanta directors unaffiliated with UtiliCorp United Inc.
("UtiliCorp") and delegated to the Board committee the full power of the
Board, to the maximum extent permitted by law, to consider and authorize
on behalf of the Board the Company's actions and responses to UtiliCorp's
control-related initiatives. The Board committee thereupon acted on
November 18, 2001 to ratify and reauthorize the rights plan amendments, the
related amendments to the Company's certificate of incorporation and the
related actions taken by the Board on November 15, 2001 and announced
publicly by the Company on November 16, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following documents are filed as exhibits to this current
report.
4.7 Amendment No. 1 (as amended November 18, 2001) to Rights Agreement
dated March 8, 2000 between Quanta Services, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, which includes as Exhibit B
thereto the Form of Right Certificate.
SIGNATURES
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 hereunto duly authorized.
Date: NOVEMBER 19, 2001 QUANTA SERVICES, INC.
By: /s/ Dana A. Gordon
--------------------------------------
Name: Dana A. Gordon
Title: Vice President - General Counsel
Exhibit Index
Exhibit No. Description
----------- -----------
4.7 Amendment No. 1 (as amended November 18, 2001) to Rights Agreement
dated March 8, 2000 between Quanta Services, Inc. and American
Stock Transfer & Trust Company, as Rights Agent, which includes as
Exhibit B thereto the Form of Right Certificate.