SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 9, 2003
Quanta services, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-13831 74-2851603
(Commission File No.) (IRS Employer Identification No.)
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address of principal executive offices, including ZIP code)
(713) 629-7600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
In connection with the private placement by Quanta Services, Inc.
("Quanta") of its 4.50% Convertible Subordinated Debentures due 2023 pursuant to
Rule 144A under the Securities Act of 1933, as amended, Quanta has entered into
amendments with the lenders under its existing credit facility and its senior
secured note holders that, among other things, increase the maximum aggregate
principal amount of the debentures from $250 million to $275 million. Filed
herewith are both such amendments.
Statements in this Current Report on Form 8-K that contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, include, but are not limited to, statements regarding the private
placement and the principal amount of debentures. Such statements are based on
management's belief as well as assumptions made by and information currently
available to management, and such statements are inherently subject to a variety
of risks and uncertainties. Although Quanta's management 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. These
risk factors include, among others, risks of a continued economic downturn that
could lead to less demand for Quanta's services, Quanta's inability to access
sufficient funding in the future to finance desired growth, possible variations
in Quanta's operating results, Quanta's dependence on fixed price contracts,
possible adverse effects on Quanta's results of operations due to goodwill
impairments, possible contract cancellations, the potential for rapid
technological and structural changes in the industries Quanta serves which could
reduce the demand for Quanta's services, competition, inability or failure to
obtain or maintain necessary performance bonds, failure to generate internal
growth, self-insurance, as well as other 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 differ
materially from those expected. Investors are urged to refer to Quanta's reports
filed with the Securities and Exchange Commission, which contain a discussion of
the risk factors that could impact these areas and Quanta's overall business and
financial performance. Given these concerns, investors and analysts should not
place undue reliance on forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibits are filed as part of this Current Report on
Form 8-K:
Exhibit No. Exhibit
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4.1 Amendment No. 4 to Note Purchase Agreement dated as of
March 1, 2000 between Quanta Services, Inc. and the
Purchasers named therein
10.1 Eleventh Amendment and Consent to Third Amended and
Restated Secured Credit Agreement.
SIGNATURE
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 thereunto duly authorized.
Dated: October 17, 2003
QUANTA SERVICES, INC.
By: /s/ DANA A. GORDON
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Name: Dana A. Gordon
Title: Vice President - General Counsel
Exhibit Index
Exhibit No. Exhibit
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4.1 Amendment No. 4 to Note Purchase Agreement dated as of
March 1, 2000 between Quanta Services, Inc. and the
Purchasers named therein
10.1 Eleventh Amendment and Consent to Third Amended and
Restated Secured Credit Agreement