[QUANTA SERVICES, INC. LOGO] [AQUILA, INC. LOGO]
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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QUANTA SERVICES, INC.
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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 May 21, 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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FOR IMMEDIATE RELEASE
QUANTA AND AQUILA SETTLE PROXY CONTEST
AND WILL WORK TOGETHER TO BENEFIT ALL STOCKHOLDERS
AQUILA WITHDRAWS LITIGATION; AGREES TO STANDSTILL PROVISIONS;
QUANTA TERMINATES SECT
QUANTA REINSTATES 2001 STOCK BUYBACK PROGRAM
QUANTA CEO, JOHN R. COLSON, NAMED CHAIRMAN OF BOARD
ANNUAL MEETING POSTPONED; EXPECTED TO BE HELD IN LATE JUNE
HOUSTON AND KANSAS CITY - MAY 20, 2002 - Quanta Services, Inc. (NYSE: PWR), a
leading provider of specialized contracting services to the electric power, gas,
telecommunications and cable television industries, and Aquila, Inc. ((NYSE:
ILA), formerly UtiliCorp United Inc.), an international energy and risk
management company and Quanta's largest stockholder, today announced that they
have reached an agreement for Aquila to terminate its proxy contest for control
of Quanta's Board of Directors. Quanta's May 23, 2002 annual meeting of
stockholders has been postponed and is expected to be held in late June 2002. As
part of the settlement, Quanta has reinstated its $75 million open market stock
repurchase program, under which approximately $60 million of capacity remains.
Under the terms of the agreement, Aquila will withdraw all pending litigation
and arbitration against Quanta. The settlement calls for a 10-person Board with
Aquila retaining its three designees, and with three Quanta designees, three
independent Directors and one Limited Vote Common Stock Director. One of the
independent Directors will be designated by Quanta, one by Aquila and the third
will be chosen by the two other independent Directors. Aquila Directors will be
represented on all Board committees except those required to consist solely of
independent Directors. The Board's compensation committee will establish and
administer stock retention guidelines for senior executive officers.
Quanta and Aquila have also agreed to a standstill whereby Aquila will not
purchase Quanta shares on the open market and will not wage another proxy fight
for control of Quanta. Aquila retains the right to commence a tender offer to
increase its ownership to a majority stake in Quanta, but consummation of any
such offer is subject to approval of a designated committee of independent
directors. If Aquila's ownership stake exceeds 50%, Aquila will have the right
to designate a majority of the directors to Quanta's Board and significant
provisions will protect minority stockholders. Also as part of the agreement,
Quanta will terminate the Stock Employee Compensation Trust (SECT) at no cost to
the Company.
Separately, Quanta announced that John R. Colson, Quanta's chief executive
officer, has been named chairman of the Board effective immediately. Colson
said, "We are very pleased to have reached this agreement with Aquila and
strongly believe that it is in the best interests of all of our stockholders,
customers and employees. We now have a clear understanding with our largest
stockholder while protecting the interests of our other public stockholders. We
believe that Quanta is well positioned to continue to generate strong results
and create value for its stockholders."
Robert K. Green, president and chief executive officer of Aquila, said, "We are
pleased to have reached this settlement with Quanta, which remains the leader in
its industry with its strong and dedicated work force. It is time to end the
dispute and redirect all of our efforts to creating value for stockholders. We
agree that this settlement is in the best interests of all Quanta stockholders,
customers and employees, and we look forward to working with Quanta's management
to further enhance long-term stockholder value. We believe Quanta has a strong
foundation for improved financial and stock performance, particularly as
economic conditions improve."
Colson concluded, "I want to thank all of Quanta's employees for their constant
support and dedication to our business through what has been a distracting
process. The past three months have reinforced just how tremendous a company
Quanta is. We look forward to continuing to provide all Quanta customers with
the same high-levels of service to which they have grown accustomed."
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.
Based in Kansas City, Missouri, Aquila (formerly UtiliCorp United Inc.) is an
international energy and risk management company. Aquila is one of the largest
wholesalers of electricity and natural gas in North America, provides wholesale
energy services in the United Kingdom and has a presence in Germany and
Scandinavia. It also operates electricity and natural gas distribution networks
serving more than 6 million customers in seven states and in Canada, the United
Kingdom, New Zealand and Australia. At March 31, 2002, Aquila had total assets
of $12.3 billion and 12-month sales of $37.3 billion. More information is
available at www.aquila.com.
IMPORTANT INFORMATION
This press release contains various forward-looking statements and information.
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, and the ability of Quanta to complete acquisitions and to effectively
integrate the operations of acquired Companies, 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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CONTACTS:
FOR QUANTA SERVICES: FOR AQUILA, INC.
James Haddox, CFO Ellen Fairchild
713-629-7600 Investor Relations
816-527-1409
Paul Verbinnen/
Jonathan Gasthalter Judith Wilkinson/Matthew Sherman
Citigate Sard Verbinnen Joele Frank, Wilkinson Brimmer Katcher
212-687-8080 212-355-4449
Ken Dennard/kdennard@easterly.com
Lisa Elliott/lisae@easterly.com
Easterly Investor Relations
713-529-6600