SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
QUANTA SERVICES, INC.
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(Name of Registrant as Specified In Its Charter)
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EXPLANATORY NOTE
Quanta Services, Inc., a Delaware corporation ("Quanta
Services"), is filing the materials contained in this Schedule 14A with the
Securities and Exchange Commission on March 14, 2002 in connection with the
solicitation of proxies for electing the board of directors of Quanta Services
at the 2002 annual meeting of Quanta Services' stockholders.
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[QUANTA SERVICES, INC. LOGO] PRESS RELEASE
FOR IMMEDIATE RELEASE
Contacts:
James Haddox, CFO Jim Barron Ken Dennard / kdennard@easterly.com
Reba Reid Jonathan Gasthalter Lisa Elliott / lisae@easterly.com
Quanta Services, Inc. Citigate Sard Verbinnen Easterly Investor Relations
713-629-7600 212-687-8080 713-529-6600
QUANTA BOARD TAKES STEPS TO ENHANCE STOCKHOLDER VALUE
REVISES RIGHTS PLAN TO PERMIT OFFERS BENEFITING ALL STOCKHOLDERS
AUTHORIZES GOLDMAN, SACHS TO EXPLORE STRATEGIC OPTIONS
CREATES STOCK EMPLOYEE COMPENSATION TRUST
HOUSTON - MARCH 14, 2002 - Quanta Services, Inc. (NYSE: PWR), a leading provider
of specialized contracting services to the electric power, gas,
telecommunications and cable television industries, today announced that its
Board of Directors, acting through its Special Committee comprised of all
directors not designated by UtiliCorp United Inc. (NYSE: UCU), has approved a
series of immediate steps to enhance stockholder value.
These steps include an amendment to the stockholder rights plan providing that
the Rights would not apply to an offer for all of the shares in a manner that
treats all stockholders equally if that offer is accepted by the Company's
public stockholders. The revised plan - known in the financial community as a
"chewable pill" - would also require the bidder to commit irrevocably to
purchase all shares not tendered at the same price paid to the tendering
stockholders.
Reflecting Quanta's commitment to stock-based compensation and incentives for
employees, Quanta's Board also authorized the formation of a Stock Employee
Compensation Trust (SECT). The SECT will hold 8 million shares of common stock
to fund a portion of the Company's employee benefit obligations during the next
15 years. The shares will be transferred from the trust into various employee
benefit programs in settlement of a note issued by the SECT to the Company to
acquire the shares. The plan will reduce the Company's cash obligations to fund
these programs and provide Quanta with a pre-determined method to increase the
Company's equity base over time, with a positive impact on Quanta's credit
ratios, while increasing equity.
The Board also authorized its financial advisor, Goldman, Sachs & Co., to
explore a range of additional strategic options, including potential
acquisitions, stock repurchases, recapitalizations and other extraordinary
transactions, provided that such transactions do not enable UtiliCorp to achieve
a control position without offering appropriate value and protections for
Quanta's other stockholders. Included under consideration is a possible stock
repurchase that would be conditional on the pro-rata participation of UtiliCorp.
John R. Colson, Chief Executive Officer of Quanta, said, "The actions taken by
the Quanta Board today and the other strategic initiatives we have asked our
advisors to evaluate are designed to deliver immediate value to the Company's
stockholders. The amended stockholder rights plan will continue to protect the
interests of our investors against partial or creeping takeover efforts, while
not interfering with any serious offer to acquire Quanta in a transaction that
treats all stockholders equally. The SECT provides Quanta greater financial
flexibility and underscores our commitment to our employees."
Colson continued: "UtiliCorp's disingenuous statements notwithstanding, recent
news about their Fitch downgrade and dispute with Chubb over putting up
collateral for surety bonds highlights UtiliCorp's need to find earnings
somewhere, somehow. That, however, should not and does not factor into our
decision making. Quanta's Board of Directors has a responsibility to protect all
of our stockholders and we will continue to vigorously oppose UtiliCorp's
efforts to take control of Quanta without providing the appropriate benefits to
our other stockholders in order to satisfy their own accounting imperatives."
Colson concluded, "We categorically reject UtiliCorp's public statements about
Quanta's performance. In a challenging business environment, Quanta has
generated better financial results than its competitors. UtiliCorp's vague
proposals offer nothing concrete to Quanta's other stockholders, and we don't
see how anyone but UtiliCorp would benefit if its sponsored nominees were
elected."
Quanta's Board also announced that the Company has adopted standardized change
of control provisions for contracts of certain key corporate and operating unit
employees, a number of whom already had employment contracts. These new
agreements will help to ensure continuity of Quanta's business and allow the
Company's employees to focus on meeting their business objectives in the face of
UtiliCorp's hostile proxy contest.
Quanta Services, Inc. is a leading provider of specialized contracting services,
delivering end-to-end network solutions for electric power, gas,
telecommunications and cable television industries. The Company's comprehensive
services include designing, installing, repairing and maintaining network
infrastructure nationwide.
Quanta Services has scheduled a conference call to discuss the steps taken by
the Board of Directors for Thursday, March 14, 2002, at 9:00 a.m. eastern time.
To participate in the call, dial 913-981-4900 at least 10 minutes before the
conference call begins and ask for the Quanta Services conference call.
Investors, analysts and the general public will also have the opportunity to
listen to the conference call over the Internet by visiting the Company's new
website at www.quantaservices.com. To listen to the live call on the web, please
visit the Quanta Services website at least fifteen minutes early to register,
download and install any necessary audio software. For those who cannot listen
to the live webcast, an archive will be available shortly after the call on the
Company's website at www.quantaservices.com. A replay will also be available
through March 21, 2002, and may be accessed by calling 719-457-0820 and using
pass code 694865. For more information, please contact Lisa Elliot at Easterly
Investor Relations by calling (713) 529-6600.
Important Information
Quanta Services, Inc. plans to file a proxy statement with the Securities and
Exchange Commission relating to Quanta's solicitation of proxies from its
stockholders with respect to the Quanta Services, Inc. 2002 annual meeting of
stockholders. Quanta Services, Inc. advises security holders to read its proxy
statement when it becomes available, because it will contain important
information. Quanta's proxy statement and other relevant documents will be
available for free at www.sec.gov. You may also obtain a free copy of Quanta's
proxy statement, when it becomes available, by writing to Quanta Services, Inc.
at 1360 Post Oak Boulevard, Suite 2100, Houston, Texas 77056 or by contacting
MacKenzie Partners, Inc., toll free at 1-800-322-2885. Detailed information
regarding the names, affiliation and interests of individuals who may be deemed
participants in the solicitation of proxies of Quanta's stockholders is
available in the soliciting materials on Schedule 14A filed by Quanta with the
SEC.
This press release contains various forward-looking statements and information,
including management's expectations of the impact of new branding and marketing
initiatives. Although the company believes that the expectations reflected in
such forward-looking statements are reasonable; it can give no assurance that
such expectations will prove to have been correct. Such statements are subject
to certain risks, uncertainties and assumptions including, among other matters,
future growth in the electric utility and telecommunications outsourcing
industry, the ability of Quanta to complete acquisitions and to effectively
integrate the operations of acquired companies, and uncertainties relating to
UtiliCorp's hostile proxy fight for the Company, as well as general risks
related to the industries in which Quanta operates. Should one or more of these
risks materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those expected. For a discussion of the risks,
investors are urged to refer to the Company's reports filed under the Securities
Exchange Act of 1934.
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