SCHEDULE 13D
(Rule 13d-101)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
Amendment No. 1
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QUANTA SERVICES, INC.
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(Name of Issuer)
Common Stock, par value $0.00001
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(Title of Class of Securities)
74762E102
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(CUSIP Number)
Thomas R. Denison - First Reserve Corporation, 1801 California St.,
Suite #4110, Denver, CO 80202, (303) 382-1270
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 27, 2002
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(Date of Event which Requires Filing of this Statement)
(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
which 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
SEC 1746 (12-91)
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1 NAME OF REPORTING PERSONS S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve GP IX, Inc.
I.R.S. No.: 91-209254 2
------------ ----------------------------------------------------- ----------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a ) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
------------ ----------------------------------------------------- ----------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------- --------- --------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------- --------- --------------------------------------
8 SHARED VOTING POWER
40,974,076 (1)
---------------------------- --------- --------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------- --------- --------------------------------------
10 SHARED DISPOSITIVE POWER
40,995,276 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
40,995,276 (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
------------ ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) Consists of 36,277,176 shares of Common Stock and 4,696,900 shares of
Common Stock into which 939,380 shares of Series A Convertible
Preferred Stock beneficially owned by First Reserve Fund IX, L.P. are
convertible.
(2) Consists of 36,298,376 shares of Common Stock, including 21,200
shares of Common Stock beneficially owned by Ben A. Guill over which
First Reserve Fund IX, L.P. has dispositive power, and 4,696,900
shares of Common Stock into which 939,380 shares of Series A
Convertible Preferred Stock beneficially owned by First Reserve Fund
IX, L.P. are convertible.
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1 NAME OF REPORTING PERSONS S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve GP IX, L.P.
I.R.S. No.: 91-208465 3
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a ) |_|
(b) |X|
------------ ----------------------------------------------------------------
3 SEC USE ONLY
------------ ----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
------------ ----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------------ ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------- --------- --------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------- --------- --------------------------------------
8 SHARED VOTING POWER
40,974,076 (1)
---------------------------- --------- --------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------- --------- --------------------------------------
10 SHARED DISPOSITIVE POWER
40,995,276 (2)
------------ ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
40,995,276 (2)
------------ ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
------------ ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3%
------------ ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
------------ ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) Consists of 36,277,176 shares of Common Stock and 4,696,900 shares of
Common Stock into which 939,380 shares of Series A Convertible
Preferred Stock beneficially owned by First Reserve Fund IX, L.P. are
convertible.
(2) Consists of 36,298,376 shares of Common Stock, including 21,200
shares of Common Stock beneficially owned by Ben A. Guill over which
First Reserve Fund IX, L.P. has dispositive power, and 4,696,900
shares of Common Stock into which 939,380 shares of Series A
Convertible Preferred Stock beneficially owned by First Reserve Fund
IX, L.P. are convertible.
------------ ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Reserve Fund IX, L.P.
I.R.S. No.: 91-208465 2
------------ ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a ) |_|
(b ) |X|
------------ ----------------------------------------------------------------
3 SEC USE ONLY
------------ ----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
------------ ----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------------ ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------- --------- --------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------- --------- --------------------------------------
8 SHARED VOTING POWER
40,974,076 (1)
---------------------------- --------- --------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------- --------- --------------------------------------
10 SHARED DISPOSITIVE POWER
40,995,276 (2)
------------ ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
40,995,276 (2)
------------ ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
------------ ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3%
------------ ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
------------ ----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
(1) Consists of 36,277,176 shares of Common Stock and 4,696,900 shares of
Common Stock into which 939,380 shares of Series A Convertible
Preferred Stock beneficially owned by First Reserve Fund IX, L.P. are
convertible.
(2) Consists of 36,298,376 shares of Common Stock, including 21,200
shares of Common Stock beneficially owned by Ben A. Guill over which
First Reserve Fund IX, L.P. has dispositive power, and 4,696,900
shares of Common Stock into which 939,380 shares of Series A
Convertible Preferred Stock beneficially owned by First Reserve Fund
IX, L.P. are convertible.
This Amendment No. 1 on Schedule 13D (the "Schedule 13D"), originally
filed on October 23, 2002, is being filed jointly by First Reserve Fund IX,
L.P. ("Fund IX"), First Reserve GP IX, L.P. ("GP IX"), and First Reserve GP
IX, Inc. ("First Reserve" and collectively, the "Reporting Persons") and
relates to the Common Stock, $.00001 par value per share (the "Common Stock")
of Quanta Services, Inc., a Delaware corporation (the "Issuer"). That Schedule
13D is hereby amended as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following:
Pursuant to the Securities Purchase Agreement, dated October 15,
2002, and amended on December 6, 2002, between Fund IX and the Issuer, Fund IX
purchased 2,430,741 shares of nonvoting Series E Convertible Preferred Stock,
par value $0.00001 per share, of the Issuer at a per share price of $30.00,
for a total consideration of $72,922,230 on December 20, 2002. Convertibility
of the Series E Convertible Preferred Stock and issuance of up to 24,307,410
shares of Common Stock, upon conversion of the Series E Preferred Stock, were
approved at a special meeting of stockholders on December 27, 2002. The Issuer
caused the shares of Series E Convertible Preferred Stock held by Fund IX to
be converted into 24,307,410 shares of Common Stock on December 31, 2002. The
source of funds for the acquisition of beneficial ownership of Series E
Preferred Stock by Fund IX was money contributed by limited and general
partners for the investment by Fund IX. Except in relation to its partnership
interest in Fund IX, no funds were acquired directly by GP IX, or First
Reserve, for their indirect acquisition of beneficial ownership of the Common
Stock.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following:
The purchase of shares of Series E Convertible Preferred Stock by
Fund IX and their conversion to shares of Common Stock were undertaken for
investment purposes. Fund IX also intends to participate in and influence the
affairs of the Issuer through the exercise of its voting rights, with respect
to the shares of Common Stock issued upon conversion of the Series E
Convertible Preferred Stock. In connection with its acquisition of shares of
Series E Convertible Preferred Stock and the subsequent conversion of such
shares to shares of Common Stock, Fund IX has the right to appoint two more
directors to the Issuer's Board of Directors in addition to the one director
Fund IX already had a right to appoint, for a total of three directors.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting the first paragraph and
replacing it with the following:
As of October 15, 2002, the Reporting Persons beneficially owned
11,969,766 shares of Common Stock and 939,380 shares of Series A Convertible
Preferred Stock (which are convertible into 4,696,900 shares of Common Stock)
of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as follows:
(a) As of the date hereof, the Reporting Persons
are the beneficial owners of Common Stock in the numbers and percentages
set forth in the table below.
Number of Shares Percentage
Reporting Party Beneficially Owned of Class
Fund IX 36,298,376 (2) 33.0% (4)
4,696,900 (3) 4.3% (4)
GP IX (1) 36,298,376 (2) 33.0% (4)
4,696,900 (3) 4.3% (4)
First Reserve (1) 36,298,376 (2) 33.0% (4)
4,696,900 (3) 4.3% (4)
(1) GP IX is the general partner of Fund IX and may be deemed to
beneficially own all of the shares of Common Stock owned by Fund IX.
First Reserve, as the general partner of GP IX, may be deemed to
beneficially own all of the shares of Common Stock owned by Fund IX.
(2) Consists of 36,277,176 shares of Common Stock held by Fund IX and
21,200 shares of Common Stock issued to Ben A. Guill in his capacity
as a director of the Issuer. First Reserve, as the general partner of
GP IX may be deemed to share dispositive control of the
aforementioned shares issued to Ben A. Guill.
(3) Consists of 4,696,900 shares of Common Stock into which the 939,380
shares of Series A Preferred Stock owned directly by Fund IX are
convertible.
(4) The percentage above is obtained by using as the denominator
109,956,440 shares of outstanding Common Stock, which includes
92,731,635 shares of Common Stock currently outstanding (68,403,025
shares were indicated as outstanding as of November 15, 2002 in the
Issuer's Form 14(A) filed on November 22, 2002, 21,200 shares of
Common became outstanding through a grant to Ben Guill as a director
of the Issuer appointed by First Reserve on December 2, 2002, and an
additional 24,307,410 shares became outstanding as a result of the
transactions described herein) and 17,224,805 shares of Common Stock
into which the Issuer's Series A Preferred Stock is convertible (in
accordance with Rule 13d-3(d)(1)(i)(D)). This denominator excludes
(a) 1,083,750 shares of Limited Vote Common Stock (as indicated as
outstanding as of November 15, 2002 in the Issuer's Form 14(A) filed
on November 22, 2002), (b) 3,163,396 shares of Common Stock into
which the Issuer's Convertible Subordinated Notes can be converted
(as indicated in the Issuer's Form 14(A) filed on November 22, 2002),
and (c) shares of Common Stock into which the options issued pursuant
to the 2001 Stock Incentive Plan can be exercised.
As of the date hereof, the Reporting Persons are the beneficial
owners of Series A Preferred Stock in the numbers and percentages set forth in
the table below.
Number of Shares Percentage
Reporting Party Beneficially Owned of Class
Fund IX 939,380 27.3%
GP IX (1) 939,380 27.3%
First Reserve (1) 939,380 27.3%
(1) Consists of 939,380 shares of Series A Preferred Stock beneficially
owned directly by Fund IX. GP IX is the general partner of Fund IX
and may be deemed to beneficially own the shares of Common Stock
owned by Fund IX. First Reserve, as the general partner of GP IX, may
be deemed to beneficially own all of the shares of Common Stock owned
by Fund IX.
Item 5(c) is hereby amended and restated in its entirety
as follows:
(c) During the past 60 days, the following transactions
were effected:
REPORTING NUMBER OF
PARTY DATE SHARES PRICE TRANSACTION
Fund IX 12/02/02 21,200 $0.00 per share Common Stock Granted
to Ben A. Guill as a
Director of the
Issuer (First
Reserve is entitled
to the profits from
any sale of these
shares.)
Fund IX 12/20/02 2,430,741 $30.00 per share Series E Convertible
Preferred Stock
Purchased
Fund IX 12/31/02 24,307,410 N/A Common Stock
Acquired Through
Conversion of Series
E Convertible
Preferred Stock
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended by removing the section entitled "Form of
Certificate of Designation, Rights, and Limitations of Series E Convertible
Preferred Stock" and adding the following:
Joint Filing Agreement
A Joint Filing Agreement dated December 31, 2002, by and among Fund
IX, GP IX, and First Reserve has been executed by the Reporting Persons, a
copy of which is attached hereto as Exhibit A and incorporated herein by
reference.
Certificate of Designation, Rights, and Limitations of Series E
Convertible Preferred Stock
The Certificate of Designation designates shares of Issuer's
preferred stock as Series E Convertible Preferred Stock and sets forth the
terms of the Series E Preferred Stock. The Certificate of Designation is filed
as an exhibit to this Schedule 13D and is incorporated by reference herein and
the description set forth above is qualified in its entirety by reference
thereto.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement of Schedule 13D.
2. Certificate of Designation, Rights, and Limitations of Series E
Convertible Preferred Stock.
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
December 31, 2002
FIRST RESERVE FUND IX, L.P.
By: First Reserve GP IX, L.P.,
General Partner
By: First Reserve GP IX, Inc.,
General Partner
By: /s/ Thomas R. Denison
--------------------------
Name: Thomas R. Denison
Title: Managing Director
FIRST RESERVE GP IX, L.P.
By: First Reserve GP IX, Inc.,
General Partner
By: /s/ Thomas R. Denison
--------------------------
Name: Thomas R. Denison
Title: Managing Director
FIRST RESERVE GP IX, INC.
By: /s/ Thomas R. Denison
--------------------------
Name: Thomas R. Denison
Title: Managing Director
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
A. Joint Filing Agreement of Schedule 13D.
B. Certificate of Designation, Rights, and Limitations of
Series E Convertible Preferred Stock.
EXHIBIT A
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D filed with
respect to the Common Stock of Quanta Services, Inc., to which this Agreement
is attached, hereby agree that such statement is, and any amendments thereto
filed by any of us will be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act
of 1934.
Dated: December 31, 2002
FIRST RESERVE FUND IX, L.P.
By: First Reserve GP IX, L.P.,
General Partner
By: First Reserve GP IX, Inc.,
General Partner
By: /s/ Thomas R. Denison
--------------------------
Name: Thomas R. Denison
Title: Managing Director
FIRST RESERVE GP IX, L.P.
By: First Reserve GP IX, Inc.,
General Partner
By: /s/ Thomas R. Denison
--------------------------
Name: Thomas R. Denison
Title: Managing Director
FIRST RESERVE GP IX, INC.
By: /s/ Thomas R. Denison
--------------------------
Name: Thomas R. Denison
Title: Managing Director