Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 6 26K
Ownership
2: EX-1 Underwriting Agreement 2 10K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 39 104K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 3 15K
5: EX-4 Instrument Defining the Rights of Security Holders 5 19K
EX-3 — Articles of Incorporation/Organization or By-Laws
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NEWS RELEASE
For Immediate Release
UTILICORP PROPOSES NINE NOMINEES FOR ELECTION TO
QUANTA'S BOARD OF DIRECTORS
CANDIDATES WILL SEEK TO CREATE SIGNIFICANT VALUE FOR QUANTA STOCKHOLDERS
Kansas City, MO, February 22, 2002 - UtiliCorp United Inc. ("UtiliCorp")
(NYSE: UCU) announced today that it has provided notice to Quanta Services,
Inc. ("Quanta") (NYSE: PWR), as required under Quanta's bylaws, of its
intention to nominate nine candidates for election to Quanta's board of
directors at Quanta's 2002 annual stockholder meeting. As previously
announced, UtiliCorp, which owns approximately 38 percent of the outstanding
shares of Quanta common stock (on an as-converted basis), intends to solicit
proxies from other Quanta stockholders in favor of its slate. Quanta has not
yet set a date for its 2002 annual meeting.
UtiliCorp's slate of director nominees includes three independent nominees
who would be qualified to serve as Quanta's Audit Committee under the
applicable New York Stock Exchange requirements. The nominees are listed
below:
o Terrence P. Dunn - President and Chief Executive Officer of
Dunn Industries, Inc, a construction and program management
company that designs and builds institutional, commercial, and
industrial projects. Mr. Dunn holds a bachelor's degree in
business administration from Rockhurst College and an M.B.A.
from the University of Missouri-Kansas City. In addition, he
serves as the chairman of the Federal Reserve Bank of Kansas
City.
o Robert K. Green - President and Chief Executive Officer of
UtiliCorp and Chairman of Aquila, Inc., UtiliCorp's energy
marketing and trading unit. Mr. Green holds a bachelor's
degree in engineering from Princeton University and a law
degree from Vanderbilt University.
o Richard C. Kreul - Vice President, Energy Delivery for
UtiliCorp's U.S. Networks. Mr. Kreul holds a bachelor's degree
and master's degree in Mechanical Engineering from the
University of Arkansas.
o Robert E. Marsh - Partner at Corporate Counsel Group LLP, a
law firm based in Kansas City, Missouri. Mr. Marsh is a
Chartered Financial Analyst and holds a bachelor's degree in
Mechanical Engineering from Wichita State University, a J.D.
degree from Northwestern University and an M.B.A. from
Northwestern University.
o Edward K. Mills - Senior Vice President of UtiliCorp and
President and Chief Operating Officer of Aquila, Inc. Mr.
Mills holds a bachelor's degree in English from the University
of Texas and an M.B.A. (Finance) from Rice University.
o R. Paul Perkins - Senior Vice President, Corporate Development
of UtiliCorp. Mr. Perkins holds a bachelor's degree in
International Relations from the University of North Carolina.
o Bruce A. Reed - Senior Vice President and General Manager of
Aquila Inc.'s Capital Group. Mr. Reed is a graduate of the
University of Wisconsin with degrees in civil and
environmental engineering and in business administration.
o Keith G. Stamm - President and Chief Operating Officer of
UtiliCorp's Global Networks Group and Chairman of United
Energy and UnitedNetworks. Mr. Stamm is certified as a
Professional Engineer and has a bachelor's degree in
Mechanical Engineering from the University of Missouri and an
M.B.A. from Rockhurst College in Kansas City.
o William H. Starbuck - Professor of Creative Management in the
Stern School of Business at New York University. Dr. Starbuck
received his M.S. and Ph.D. in industrial administration at
Carnegie Institute of Technology, after receiving an A.B. in
physics at Harvard. He also received an honorary Ph.D. in
social science from Stockholm University.
Keith Stamm, President and Chief Operating Officer of UtiliCorp's Global
Networks Group, said "As Quanta's largest stockholder, no one is more
disappointed than UtiliCorp with Quanta's poor financial performance. We
believe the only course to preserve the value of our investment, and to
enhance value for Quanta's other stockholders, is to seek control of the
board. Our director nominees, all of whom are experienced business people,
are fully committed to acting in the best interests of all Quanta
stockholders. UtiliCorp is working closely with Salomon Smith Barney, our
financial advisor, to develop a plan designed to create significant value for
Quanta stockholders. We are considering a full range of options including,
among other things, the initiation of a sale process and a stock repurchase
program in the range of 20 to 25 percent of Quanta's outstanding shares."
Quanta's board of directors currently consists of 10 members. As the owner of
all of Quanta's Series A Convertible Preferred Stock, UtiliCorp is entitled
to elect three directors. The owners of Quanta's limited vote common stock
are entitled to elect one director. The remaining six directors are elected
by the owners of the Series A Convertible Preferred Stock and the Common
Stock, voting together as a single class, approximately 38 percent of which
is owned by UtiliCorp. Mr. Dunn has served as a director of Quanta since 2001
and Mr. Green has served as a director of Quanta since 1999. In addition,
UtiliCorp has notified Quanta of its intention to appoint Mr. Stamm to the
Quanta board of directors to fill the vacancy created by the resignation of
James G. Miller (who retired in 2001) as one of the three directors elected
exclusively by the owner of the Series A Convertible Preferred Stock;
however, Quanta has not recognized such appointment.
ABOUT UTILICORP
Based in Kansas City, UtiliCorp United is an international electric and gas
company with energy customers and operations across the U.S. and in Canada,
the United Kingdom, New Zealand, and Australia. Its Aquila subsidiary is one
of the largest wholesalers of electricity and natural gas in North America.
Aquila also provides wholesale energy services in the U.K. and has a presence
in Scandinavia and Germany. At December 31, 2001, UtiliCorp had total assets
of approximately $12.0 billion and 12-month sales of $40.4 billion.
Additional information is available at www.utilicorp.com.
IMPORTANT INFORMATION
UtiliCorp United Inc. plans to file a proxy statement with the Securities and
Exchange Commission relating to UtiliCorp's solicitation of proxies from
Quanta Service Inc. stockholders with respect to the Quanta's 2002 annual
meeting of stockholders. UTILICORP UNITED INC. ADVISES SECURITY HOLDERS TO
READ ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. UtiliCorp's proxy statement and other relevant
documents will be available for free at www.sec.gov. You may also obtain a
free copy of UtiliCorp's proxy statement, when it becomes available, by
writing to UtiliCorp United Inc. at 20 West Ninth Street, Kansas City,
Missouri 64105 or by contacting Morrow and Co., toll free at 1-800-654-2468.
DETAILED INFORMATION REGARDING THE NAMES, AFFILIATIONS AND INTERESTS OF
INDIVIDUALS WHO MAY BE DEEMED PARTICIPANTS IN UTILICORP'S SOLICITATION OF
PROXIES OF QUANTA'S STOCKHOLDERS ARE AVAILABLE IN THE SOLICITING MATERIALS ON
SCHEDULE 14A BEING FILED BY UTILICORP WITH THE SEC ON FEBRUARY 22, 2002.
INVESTOR CONTACT: MEDIA CONTACT:
Ellen Fairchild Judith Wilkinson / Eden Abrahams
UtiliCorp United Inc. Joele Frank, Wilkinson Brimmer Katcher
(816) 527-1409 (212) 355-4449
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Dates Referenced Herein and Documents Incorporated by Reference
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