1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2001
Registration No. 333-65160
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT No. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INTEGRATED ELECTRICAL SERVICES, INC. *
(exact name of registrant as specified in its charter)
DELAWARE 1731 76-0542208
(State or other jurisdiction of incorporation or (Primary Standard Industrial (I.R.S. Employer Identification Number)
organization) Classification Code Number)
1800 WEST LOOP SOUTH JOHN F. WOMBWELL
SUITE 500 EXECUTIVE VICE PRESIDENT AND
HOUSTON, TEXAS 77027 GENERAL COUNSEL
(713) 860-1500 1800 WEST LOOP SOUTH, SUITE 500
(Address, including zip code, HOUSTON, TEXAS 77027
and telephone number, including area code, (713) 860-1500
of Registrant's principal executive offices) (Name, address, including zip code,
and telephone number, including
area code, of agent for service)
------------------------
Copy to:
DAVID P. OELMAN, ESQ.
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
713-758-3708
713-615-5861 (FAX)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to registered additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
* Includes certain subsidiaries of Integrated Electrical Services, Inc.
identified on the following pages.
2
TABLE OF ADDITIONAL REGISTRANTS
UNDER REGISTRATION STATEMENT ON FORM S-4
The following subsidiaries of Integrated Electrical Services, Inc. are
co-registrants under this registration statement for the purpose of providing
guarantees, if any, of payments on debt securities registered hereunder:
1st Group Telecommunications, Inc. Delaware 742930927
(f/k/a Bryant Acquisition Corporation)
Ace Electric, Inc. Georgia 581233590
Aladdin Ward Electric & Air, Inc. Florida 592137098
Amber Electric, Inc. Florida 591888807
Anderson & Wood Construction Co., Inc. Delaware 742918934
ARC Electric, Incorporated Delaware 760581695
B. Rice Electric LP Texas 760619043
Bachofner Electric, Inc. Delaware 760593514
Bartley & Devary Electric, Inc. Delaware 742916903
Bear Acquisition Corporation Delaware 742959621
Bexar Electric Company, Ltd. Texas 742767532
Brink Electric Construction Co. South Dakota 460322078
Britt Rice Electric, Inc. Delaware 760616944
Britt Rice Holdings LLC Arizona 522216042
Britt Rice Management LLC Arizona 760618685
Bryant Electric Company, Inc. North Carolina 561054780
BW Consolidated, Inc. Nevada 741769791
BW/BEC, Inc. Texas 742835288
BW/BEC, L.L.C. Nevada 860873929
Canova Electrical Contracting, Inc. Delaware 742913069
Carroll Holdings LLC Arizona 742916337
Carroll Management LLC Arizona 742916336
Carroll Systems LP Texas 760601730
PAGE 1 OF 5
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Carroll Systems, Inc. (f/k/a Pan American Delaware 760597830
Acquisition Corporation)
Charles P. Bagby Co., Inc. Alabama 630751092
Collier Electric Company, Inc. Florida 742923443
Commercial Electrical Contractors, Inc. Delaware 760587343
Cross State Electric, Inc. California 953657116
Cypress Electrical Contractors, Inc. Delaware 721028256
Daniel Electrical Contractors, Inc. Florida 592622624
Daniel Electrical of Treasure Coast, Inc. Florida 650548129
Davis Electrical Constructors, Inc. South Carolina 570474303
Delco Electric, Inc. Delaware 731563953
DKD Electric Company, Inc. New Mexico 850245113
Electro-Tech, Inc. Nevada 880200302
EMC Acquisition Corporation Delaware 742908723
Ernest P. Breaux Electrical, Inc. Delaware 742916899
Federal Communications Group, Inc. Delaware 850461441
Florida Industrial Electric, Inc. Florida 593508913
General Partner, Inc. Alabama 631080687
Goss Electric Company, Inc. Delaware 760581878
H.R. Allen, Inc. South Carolina 570695117
Hatfield Reynolds Electric Company (f/k/a Arizona 860565738
Hatfield Electric, Inc.)
Haymaker Electric, Ltd. Alabama 631044169
Holland Electrical Systems, Inc. Delaware 760576826
Houston Stafford Holdings, LLC Arizona 522097492
Houston-Stafford Electric, Inc. Texas 741774028
Houston-Stafford Electrical Contractors, LP Texas 522095983
Houston-Stafford Management LLC Arizona 522095981
Howard Brothers Electric Co., Inc. Delaware 760570227
I.C.G. Electric, Inc. Delaware 742918936
PAGE 2 OF 5
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ICS Holdings LLC Arizona
ICS Integrated Communication Services LP Texas 522114914
IES Communications Group, Inc. (f/k/a Delaware 760656305
IES Communications Inc.)
IES Contractors Holdings LLC Arizona 522131430
IES Contractors LP Texas 522129299
IES Contractors Management LLC Arizona 522129827
IES Electrical Group, Inc. (f/k/a Delaware 522110684
Integrated Communication Services, Inc.)
IES Holdings, LLC Arizona 522097490
IES Management, LP Texas 760569183
IES Residential Group, Inc. Delaware 760656307
IES Specialty Lighting, Inc. (f/k/a Modern Delaware 731592395
Acquisition Corporation)
IES Ventures Inc. Delaware 760656308
Innovative Electric Company, Inc. (f/k/a Kentucky 611145474
Thurman & O'Connell Corp.)
Integrated Electrical Finance, Inc. Texas 760559059
Integrated Electrical Services, Inc. Delaware 760542208
Intelligent Building Solutions, Inc. Delaware 742910189
J.W. Gray Electric Company, Inc. Delaware 760573295
J.W. Gray Electrical Contractors, LP Texas 522097983
J.W. Gray Holdings, LLC Arizona 522097988
J.W. Gray Management, LLC Arizona 522097977
Kayton Electric, Inc. Nebraska 470623159
Key Electrical Supply, Inc. Texas 760285442
Linemen, Inc. (d/b/a California Delaware 742912738
Communications)
Mark Henderson, Incorporated Delaware 760576830
Menninga Electric, Inc. Delaware 760575872
Midlands Electrical Contractors, Inc. Delaware 742918935
Mid-States Electric Company, Inc. Delaware 621746956
Mills Electric LP Texas 522095984
PAGE 3 OF 5
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Mills Electrical Contractors, Inc. Texas 751394916
Mills Electrical Holdings, LLC Arizona 522097491
Mills Management LLC Arizona 522095982
Mitchell Electric Company, Inc. Arizona 860141057
M-S Systems, Inc. Tennessee 621404226
Murray Electrical Contractors, Inc. Delaware 742913067
Muth Electric, Inc. South Dakota 460324448
NBH Holding Co., Inc. (f/k/a DKD Delaware 850461866
Acquisition Corporation)
Neal Electric LP Texas 760657784
Neal Electric Management LLC (f/k/a ICS Arizona 522114906
Management LLC)
New Technology Electrical Contractors, Inc. Delaware 742918933
Newcomb Electric Company, Inc. Delaware 760611653
Pan American Electric Company, Inc., a New Mexico 742618624
New Mexico
Pan American Electric, Inc. Tennessee 620985675
Paulin Electric Company, Inc. Delaware 610608088
Pollock Electric, Inc. Texas 760078839
Pollock Summit Electric, LP Texas 760569180
Pollock Summit Holdings, Inc. Arizona 522097493
PrimeNet, Inc. (f/k/a Stutts Acquisition Delaware 742902100
Corporation)
Primo Electric Company (f/k/a Hamer Delaware 742902099
Electric Acquisition, Inc.)
Putzel Electrical Contractors, Inc. Delaware 760604195
Raines Electric Co., Inc. Delaware 760581935
Raines Electric LP Texas 522132532
Raines Holdings LLC Arizona 522132528
Raines Management LLC Arizona 522132530
RKT Electric, Inc. Delaware 760585981
Rockwell Electric, Inc. Delaware 760593890
Rodgers Electric Company, Inc. Washington 911004905
PAGE 4 OF 5
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Ron's Electric, Inc. Delaware 742925506
Spectrol, Inc. Delaware 760576823
Spoor Electric, Inc. (d/b/a SEI Electrical Florida 742899568
Contractor)
Summit Electric of Texas, Incorporated Texas 760214796
T&H Electrical Corporation Delaware 760583746
Tech Electric Co., Inc. Delaware 742912739
Tesla Power (Nevada), Inc. Nevada 760604875
Tesla Power and Automation, LP Texas 760592351
Tesla Power G.P., Inc. Texas 760604876
Tesla Power Properties, LP Texas 760592352
Thomas Popp & Company Ohio 311112666
Valentine Electrical, Inc. Delaware 742916344
Wolfe Electric Co., Inc. Delaware 742925512
Wright Electrical Contracting, Inc. Delaware 631203022
PAGE 5 OF 5
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Subsection (a) of section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (1) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) under Section
174 of the Delaware General Corporation Law, or (4) for any transaction from
which the director derived an improper personal benefit.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)Exhibits. The following exhibits are filed herewith pursuant to the
requirements of Item 601 of Regulation S-K:
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Exhibit
No. Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation as amended.
(Incorporated herein by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-38715) of
the Company).
3.2* Bylaws, as amended.
4.2 Indenture, dated January 28, 1999, by and among Integrated
Electrical Services, Inc. and the subsidiaries named therein
and State Street Bank and Trust Company covering up to
$150,000,000 9 3/8% Senior Subordinated Notes due 2009.
(Incorporated herein by reference to Exhibit 4.2 to
Post-Effective Amendment No. 3 to the Registration Statement
on Form S-4 (File No. 333-50031) of the Company).
4.3* Indenture, dated as of May 29, 2001 by and among Integrated
Electrical Services, Inc., the subsidiaries name therein and
State Street Bank and Trust Company.
4.4 Form of Integrated Electrical Services, Inc. 9 3/8% Senior
Subordinated Note due 2009 (Series A) (Included in Exhibit A
to Exhibit 4.2 to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-4 (File No. 333-50031) of
the Company).
4.5 Form of Integrated Electrical Services, Inc. 9 3/8% Senior
Subordinated Note due 2009 (Series B) (Included in Exhibit A
to Exhibit 4.2 to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-4 (File No. 333-50031) of
the Company).
4.6* Form of Integrated Electrical Services, Inc. 9[ ]% Senior
Subordinated Note due 2009 (Series C) (Included in Exhibit A
to the Indenture, dated as of May 29, 2001, filed herewith as
Exhibit 4.3)
4.7* Exchange and Registration Rights Agreement dated as of May
29, 2001 by and between Integrated Electrical Services, Inc.
and the initial purchasers named therein.
5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of
the securities being registered.
10.1+ Form of Employment Agreement (Incorporated herein by
reference to Exhibit 10.1 to the Registration Statement on
Form S-1 (File No. 333-38715) of the Company).
10.2 Form of Officer and Director Indemnification Agreement
(Incorporated herein by reference to Exhibit 10.2 to the
Registration Statement on Form S-1 (File No. 333-38715) of
the Company).
10.3+ Integrated Electrical Services, Inc. 1997 Stock Plan, as
amended. (Incorporated herein by reference to Exhibit 10.1 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
10.4+ Integrated Electrical Services, Inc. 1997 Directors Stock
Plan (Incorporated herein by reference to Exhibit 16.4 of
the Company's Annual Report on Form 10-K for the year ended
September 30, 2000).
10.5 Credit Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A., including Guaranty, Pledge Agreement, Security
Agreement, form of promissory note, and form of swing line
note. (Incorporated herein by reference to Exhibit 10.5 to
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 333-50031) of the Company).
10.6 Amendment No. 1 dated September 30, 1998, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated herein by reference to Exhibit 10.6
to the Company's Annual Report on Form 10-K/A for the year
ended September 30, 1998).
10.7 Amendment No. 2 dated January 18, 1999, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated herein by reference to Exhibit 10.7
to Post-Effective Amendment No. 2 to the Registration
Statement on Form S-1 (Reg. No. 333-50031) of the Company).
10.8 Amendment No. 3 dated August 19, 1999, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated herein by reference to Exhibit 10.9
of the Company's Annual Report on Form 10-K for the year
ended September 30, 2000).
10.9 Amendment No. 4 dated March 31, 2000, to the Credit Agreement
dated July 30, 1998, among the Company, the Financial
Institutions named therein and NationsBank of Texas, N.A.
(Incorporated herein by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000).
10.10+ Employment Agreement between the Company and H. David Ramm
dated March 20, 2000 (Incorporated herein by reference to
Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
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10.11+ Integrated Electrical Services, Inc. 1999 Incentive
Compensation Plan (Incorporation herein by reference to
Exhibit 10.11 of the Company's Annual Report on Form 10-K for
the year ended September 30, 2000).
10.12* Credit Agreement dated as of May 22, 2001 among Integrated
Electrical Services, Inc., as borrower, the financial
institutions named therein, as banks, Credit Lyonnais and the
Bank of Nova Scotia, as syndication agents, Toronto Dominion
(Texas), Inc., as documentation agent and The Chase Manhattan
Bank, as administrative agent.
12* Ratio of Earnings to Fixed Charges.
21.1 List of Subsidiaries (Incorporated herein by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for
the year ended September 30, 2000).
23.1* Consent of Arthur Andersen LLP
23.7* Consent of Vinson & Elkins L.L.P.
24.1* Power of Attorney.
25.1* Statement of Eligibility on Form T-1 of State Street Bank and
Trust Company.
99.1* Form of Letter of Transmittal.
99.2* Form of Letter to Clients.
99.3* Form of Letter to Registered Holders and DTC Participants.
99.4* Form of Notice of Guaranteed Delivery.
----------
* Previously filed.
+ Management contract or compensatory plan or arrangement.
(b) Financial Statement Schedules. Incorporated herein by reference to
Item 8 of our annual report on Form 10-K for the year ended September 30, 2000,
as amended.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Each registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
and
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class main or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in this Registration Statement
when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
INTEGRATED ELECTRICAL SERVICES, INC.
By: /s/ WILLIAM W. REYNOLDS
-------------------------------------------------
William W. Reynolds
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
Signature Capacity Date
--------- -------- ----
* President, Chief Executive Officer and July 23, 2001
------------------------------------ Director (Principal Executive Officer)
H. David Ramm
* Executive Vice President and Chief Financial July 23, 2001
------------------------------------ Officer (Principal Financial Officer)
William W. Reynolds
* Vice President, Treasurer and Chief July 23, 2001
------------------------------------ Accounting Officer (Principal Accounting
Neil J. DePascal, Jr. Officer)
* Chairman of the Board of Directors July 23, 2001
------------------------------------
C. Byron Snyder
* Director July 23, 2001
------------------------------------
Herbert R. Allen
* Director July 23, 2001
------------------------------------
Richard L. China
* Director July 23, 2001
------------------------------------
John A. Cosentino, Jr.
* Director July 23, 2001
------------------------------------
Donald Paul Hodel
* Director July 23, 2001
------------------------------------
Robert C. Kelly
* Director July 23, 2001
------------------------------------
Ben L. Mueller
II-4
12
Signature Capacity Date
--------- -------- ----
* Director July 23, 2001
------------------------------------
Richard Muth
------------------------------------ Director
Alan R. Sielbeck
* Director July 23, 2001
------------------------------------
Richard L. Tucker
* Director July 23, 2001
------------------------------------
Bob Weik
* Director July 23, 2001
------------------------------------
Jim P. Wise
* Director July 23, 2001
------------------------------------
James D. Woods
* /s/ WILLIAM W. REYNOLDS
------------------------------------
William W. Reynolds
Attorney-In-Fact
II-5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
DKD ELECTRIC COMPANY, INC.
NBH HOLDING CO., INC. (F/K/A DKD ACQUISITION CORPORATION)
POLLOCK SUMMIT HOLDINGS, INC.
TESLA POWER (NEVADA), INC.
BY: /s/ ADRIANNE HORNE
-----------------------------------------------------
ADRIANNE HORNE
CHIEF EXECUTIVE OFFICER AND DIRECTOR
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ ADRIANNE HORNE Chief Executive Officer and Director July 23, 2001
-------------------------------------------- (Principal Executive, Financial and
Adrianne Horne Accounting Officer)
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
BRITT RICE ELECTRIC, INC.
BRYANT ELECTRIC COMPANY, INC.
BW CONSOLIDATED, INC.
BW/BEC, INC.
CROSS STATE ELECTRIC, INC.
CYPRESS ELECTRICAL CONTRACTORS, INC.
DAVIS ELECTRICAL CONSTRUCTORS, INC.
ELECTRO-TECH, INC.
ERNEST P. BREAUX ELECTRICAL, INC.
H.R. ALLEN, INC.
HOUSTON-STAFFORD ELECTRIC, INC.
HOWARD BROTHERS ELECTRIC CO., INC.
I.C.G. ELECTRIC, INC.
INNOVATIVE ELECTRIC COMPANY, INC.
(F/K/A THURMAN & O'CONNELL CORP.)
J.W. GRAY ELECTRIC COMPANY, INC.
KEY ELECTRICAL SUPPLY, INC.
MITCHELL ELECTRIC COMPANY, INC.
PAN AMERICAN ELECTRIC COMPANY, INC.,
NEW MEXICO
PAN AMERICAN ELECTRIC, INC.
PAULIN ELECTRIC COMPANY, INC.
RKT ELECTRIC, INC.
ROCKWELL ELECTRIC, INC.
SPECTROL, INC.
SPOOR ELECTRIC, INC.
(D/B/A SEI ELECTRICAL CONTRACTOR)
T&H ELECTRICAL CORPORATION
TECH ELECTRIC CO., INC.
WRIGHT ELECTRICAL CONTRACTING, INC.
BY: /s/ WILLIAM W. REYNOLDS
---------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
15
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Director July 23, 2001
--------------------------------------------
Ben L. Mueller
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
1ST GROUP TELECOMMUNICATIONS, INC.
(F/K/A BRYANT ACQUISITION CORPORATION)
ACE ELECTRIC, INC.
ALADDIN WARD ELECTRIC & AIR, INC.
AMBER ELECTRIC, INC.
ANDERSON & WOOD CONSTRUCTION CO., INC.
BACHOFNER ELECTRIC, INC.
BRINK ELECTRIC CONSTRUCTION CO.
CARROLL SYSTEMS, INC.
(F/K/A PAN AMERICAN ACQUISITION CORPORATION)
CHARLES P. BAGBY CO., INC.
COLLIER ELECTRIC COMPANY, INC.
DANIEL ELECTRICAL CONTRACTORS, INC.
DANIEL ELECTRICAL OF TREASURE COAST, INC.
FEDERAL COMMUNICATIONS GROUP, INC.
FLORIDA INDUSTRIAL ELECTRIC, INC.
GENERAL PARTNER, INC.
GOSS ELECTRIC COMPANY, INC.
HOLLAND ELECTRICAL SYSTEMS, INC.
INTELLIGENT BUILDING SOLUTIONS, INC.
KAYTON ELECTRIC, INC.
LINEMEN, INC. (D/B/A CALIFORNIA COMMUNICATIONS)
MARK HENDERSON, INCORPORATED
MENNINGA ELECTRIC, INC.
MIDLANDS ELECTRICAL CONTRACTORS, INC.
MURRAY ELECTRICAL CONTRACTORS, INC.
MUTH ELECTRIC, INC.
NEW TECHNOLOGY ELECTRICAL CONTRACTORS, INC.
PRIMENET, INC.
(F/K/A STUTTS ACQUISITION CORPORATION)
PUTZEL ELECTRICAL CONTRACTORS, INC.
RODGERS ELECTRIC COMPANY, INC.
RON'S ELECTRIC, INC.
WOLFE ELECTRIC CO., INC.
BY: /s/ WILLIAM W. REYNOLDS
---------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
17
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer and Director July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
ARC ELECTRIC, INCORPORATED
BARTLEY & DEVARY ELECTRIC, INC.
BEAR ACQUISITION CORPORATION
CANOVA ELECTRICAL CONTRACTING, INC.
COMMERCIAL ELECTRICAL CONTRACTORS, INC.
DELCO ELECTRIC, INC.
EMC ACQUISITION CORPORATION
HATFIELD REYNOLDS ELECTRIC COMPANY
(F/K/A HATFIELD ELECTRIC, INC.)
IES COMMUNICATIONS GROUP, INC.
(F/K/A IES COMMUNICATIONS INC.)
IES ELECTRICAL GROUP, INC.
(F/K/A INTEGRATED COMMUNICATION SERVICES, INC.)
IES RESIDENTIAL GROUP, INC.
IES SPECIALTY LIGHTING, INC.
(F/K/A MODERN ACQUISITION CORPORATION)
IES VENTURES INC.
INTEGRATED ELECTRICAL FINANCE, INC.
MID-STATES ELECTRIC COMPANY, INC.
MILLS ELECTRICAL CONTRACTORS, INC.
M-S SYSTEMS, INC.
NEWCOMB ELECTRIC COMPANY, INC.
POLLOCK ELECTRIC, INC.
PRIMO ELECTRIC COMPANY
(F/K/A HAMER ELECTRIC ACQUISITION, INC.)
RAINES ELECTRIC CO., INC.
SUMMIT ELECTRIC OF TEXAS, INCORPORATED
TESLA POWER G.P., INC.
THOMAS POPP & COMPANY
VALENTINE ELECTRICAL, INC.
BY: /s/ WILLIAM W. REYNOLDS
--------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
19
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Director July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
BRITT RICE MANAGEMENT LLC
HOUSTON-STAFFORD MANAGEMENT LLC
J.W. GRAY MANAGEMENT, LLC
BY: /s/ WILLIAM W. REYNOLDS
--------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
Ben L. Mueller
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
CARROLL MANAGEMENT LLC
BY: /s/ WILLIAM W. REYNOLDS
-----------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer and Manager July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
IES CONTRACTORS MANAGEMENT LLC
MILLS MANAGEMENT LLC
NEAL ELECTRIC MANAGEMENT LLC
(F/K/A ICS MANAGEMENT LLC)
RAINES MANAGEMENT LLC
BY: /s/ WILLIAM W. REYNOLDS
---------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
BRITT RICE HOLDINGS LLC
BW/BEC, L.L.C.
CARROLL HOLDINGS LLC
HOUSTON STAFFORD HOLDINGS, LLC
ICS HOLDINGS LLC
IES CONTRACTORS HOLDINGS LLC
IES HOLDINGS, LLC
J.W. GRAY HOLDINGS, LLC
MILLS ELECTRICAL HOLDINGS, LLC
RAINES HOLDINGS LLC
BY: /s/ ADRIANNE HORNE
------------------------------------------
ADRIANNE HORNE
CHIEF EXECUTIVE OFFICER AND MANAGER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ ADRIANNE HORNE Chief Executive Officer and Manager July 23, 2001
-------------------------------------------- (Principal Executive, Financial and
Adrianne Horne Accounting Officer)
24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
B. RICE ELECTRIC LP
BY: BRITT RICE MANAGEMENT LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
Ben L. Mueller
* /s/ WILLIAM W. REYNOLDS
-------------------------------------------
William W. Reynolds
Attorney-In-Fact
25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
BEXAR ELECTRIC COMPANY LTD.
BY: BW/BEC, INC.,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Director July 23, 2001
--------------------------------------------
Ben L. Mueller
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
CARROLL SYSTEMS LP
BY: CARROLL MANAGEMENT LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
--------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer and Manager July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* /s/ WILLIAM W. REYNOLDS
-------------------------------------------
William W. Reynolds
Attorney-In-Fact
27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
HAYMAKER ELECTRIC, LTD
BY: GENERAL PARTNER, INC.,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer and Director July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* /s/ WILLIAM W. REYNOLDS
-------------------------------------------
William W. Reynolds
Attorney-In-Fact
28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
HOUSTON-STAFFORD ELECTRICAL CONTRACTORS LP
BY: HOUSTON-STAFFORD MANAGEMENT LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
Ben L. Mueller
* /s/ WILLIAM W. REYNOLDS
-------------------------------------------
William W. Reynolds
Attorney-In-Fact
29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
ICS INTEGRATED COMMUNICATIONS SERVICES LP
BY: NEAL ELECTRIC MANAGEMENT LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
IES CONTRACTORS LP
BY: IES CONTRACTORS MANAGEMENT LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
IES MANAGEMENT LP
BY: INTEGRATED ELECTRICAL FINANCE, INC.,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
J.W. GRAY ELECTRICAL CONTRACTORS LP
BY: J.W. GRAY MANAGEMENT, LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
MILLS ELECTRIC LP
BY: MILLS MANAGEMENT LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
NEAL ELECTRIC LP
BY: BW/BEC, INC.,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
-------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Director July 23, 2001
--------------------------------------------
Ben L. Mueller
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
POLLOCK SUMMIT ELECTRIC LP
BY: POLLOCK ELECTRIC, INC.,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
--------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
BY: SUMMIT ELECTRIC OF TEXAS, INCORPORATED,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
--------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
RAINES ELECTRIC LP
BY: RAINES MANAGEMENT LLC,
ITS GENERAL PARTNER
BY: /s/ WILLIAM W. REYNOLDS
---------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Manager July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the company has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 23rd day of July, 2001.
TESLA POWER AND AUTOMATION, LP
TESLA POWER PROPERTIES, LP
BY: TESLA POWER, GP INC.,
THE GENERAL PARTNER OF EACH RESPECTIVE ENTITY
BY: /s/ WILLIAM W. REYNOLDS
--------------------------------------------------
WILLIAM W. REYNOLDS
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chief Executive Officer July 23, 2001
-------------------------------------------- (Principal Executive Officer)
H. David Ramm
* Chief Financial Officer July 23, 2001
-------------------------------------------- (Principal Financial Officer)
William W. Reynolds
* Chief Accounting Officer July 23, 2001
-------------------------------------------- (Principal Accounting Officer)
Neil J. DePascal, Jr.
* Director July 23, 2001
--------------------------------------------
John F. Wombwell
* /s/ WILLIAM W. REYNOLDS
------------------------------------------
William W. Reynolds
Attorney-In-Fact
38
INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
3.1 Amended and Restated Certificate of Incorporation as amended.
(Incorporated herein by reference to Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-38715) of
the Company).
3.2* Bylaws, as amended.
4.2 Indenture, dated January 28, 1999, by and among Integrated
Electrical Services, Inc. and the subsidiaries named therein
and State Street Bank and Trust Company covering up to
$150,000,000 9 3/8% Senior Subordinated Notes due 2009.
(Incorporated herein by reference to Exhibit 4.2 to
Post-Effective Amendment No. 3 to the Registration Statement
on Form S-4 (File No. 333-50031) of the Company).
4.3* Indenture, dated as of May 29, 2001 by and among Integrated
Electrical Services, Inc., the subsidiaries name therein and
State Street Bank and Trust Company.
4.4 Form of Integrated Electrical Services, Inc. 9 3/8% Senior
Subordinated Note due 2009 (Series A) (Included in Exhibit A
to Exhibit 4.2 to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-4 (File No. 333-50031) of
the Company).
4.5 Form of Integrated Electrical Services, Inc. 9 3/8% Senior
Subordinated Note due 2009 (Series B) (Included in Exhibit A
to Exhibit 4.2 to Post-Effective Amendment No. 3 to the
Registration Statement on Form S-4 (File No. 333-50031) of
the Company).
4.6* Form of Integrated Electrical Services, Inc. 9[ ]% Senior
Subordinated Note due 2009 (Series C) (Included in Exhibit A
to the Indenture, dated as of May 29, 2001, filed herewith as
Exhibit 4.3)
4.7* Exchange and Registration Rights Agreement dated as of May
29, 2001 by and between Integrated Electrical Services, Inc.
and the initial purchasers named therein.
5.1* Opinion of Vinson & Elkins L.L.P. regarding the validity of
the securities being registered.
10.1+ Form of Employment Agreement (Incorporated herein by
reference to Exhibit 10.1 to the Registration Statement on
Form S-1 (File No. 333-38715) of the Company).
10.2 Form of Officer and Director Indemnification Agreement
(Incorporated herein by reference to Exhibit 10.2 to the
Registration Statement on Form S-1 (File No. 333-38715) of
the Company).
10.3+ Integrated Electrical Services, Inc. 1997 Stock Plan, as
amended. (Incorporated herein by reference to Exhibit 10.1 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).
10.4+ Integrated Electrical Services, Inc. 1997 Directors Stock
Plan (Incorporated herein by reference to Exhibit 16.4 of
the Company's Annual Report on Form 10-K for the year ended
September 30, 2000).
10.5 Credit Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A., including Guaranty, Pledge Agreement, Security
Agreement, form of promissory note, and form of swing line
note. (Incorporated herein by reference to Exhibit 10.5 to
Post-Effective Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 333-50031) of the Company).
10.6 Amendment No. 1 dated September 30, 1998, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated herein by reference to Exhibit 10.6
to the Company's Annual Report on Form 10-K/A for the year
ended September 30, 1998).
10.7 Amendment No. 2 dated January 18, 1999, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated herein by reference to Exhibit 10.7
to Post-Effective Amendment No. 2 to the Registration
Statement on Form S-1 (Reg. No. 333-50031) of the Company).
10.8 Amendment No. 3 dated August 19, 1999, to the Credit
Agreement dated July 30, 1998, among the Company, the
Financial Institutions named therein and NationsBank of
Texas, N.A. (Incorporated herein by reference to Exhibit 10.9
of the Company's Annual Report on Form 10-K for the year
ended September 30, 2000).
10.9 Amendment No. 4 dated March 31, 2000, to the Credit Agreement
dated July 30, 1998, among the Company, the Financial
Institutions named therein and NationsBank of Texas, N.A.
(Incorporated herein by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000).
10.10+ Employment Agreement between the Company and H. David Ramm
dated March 20, 2000 (Incorporated herein by reference to
Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
39
10.11+ Integrated Electrical Services, Inc. 1999 Incentive
Compensation Plan (Incorporation herein by reference to
Exhibit 10.11 of the Company's Annual Report on Form 10-K for
the year ended September 30, 2000).
10.12* Credit Agreement dated as of May 22, 2001 among Integrated
Electrical Services, Inc., as borrower, the financial
institutions named therein, as banks, Credit Lyonnais and the
Bank of Nova Scotia, as syndication agents, Toronto Dominion
(Texas), Inc., as documentation agent and The Chase Manhattan
Bank, as administrative agent.
12* Ratio of Earnings to Fixed Charges.
21.1 List of Subsidiaries (Incorporated herein by reference to
Exhibit 21.1 of the Company's Annual Report on Form 10-K for
the year ended September 30, 2000).
23.1* Consent of Arthur Andersen LLP
23.7* Consent of Vinson & Elkins L.L.P.
24.1* Power of Attorney.
25.1* Statement of Eligibility on Form T-1 of State Street Bank and
Trust Company.
99.1* Form of Letter of Transmittal.
99.2* Form of Letter to Clients.
99.3* Form of Letter to Registered Holders and DTC Participants.
99.4* Form of Notice of Guaranteed Delivery.
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* Previously filed.
+ Management contract or compensatory plan or arrangement.
(b) Financial Statement Schedules. Incorporated herein by reference to
Item 8 of our annual report on Form 10-K for the year ended September 30, 2000,
as amended.