SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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|X| Definitive Additional Materials
|_| 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 May 17, 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 Jonathan Gasthalter Ken Dennard / kdennard@easterly.com
Reba Reid Judy Brennan Lisa Elliott / lisae@easterly.com
Quanta Services, Inc. Citigate Sard Verbinnen Easterly Investor Relations
713-629-7600 212-687-8080 713-529-6600
ISS RECOMMENDS STOCKHOLDERS VOTE
"FOR" QUANTA SERVICES SLATE OF DIRECTORS
HOUSTON - MAY 16, 2002 - Quanta Services, Inc. (NYSE: PWR), a leading provider
of specialized contracting services to the electric power, gas,
telecommunications and cable television industries, expressed satisfaction at
the announcement today by Institutional Shareholder Services ("ISS"), the
nation's leading proxy voting advisory service, that ISS is recommending that
its clients vote in favor of the slate of director nominees proposed by Quanta's
Board of Directors.
Quanta's nominees for the Board will stand for election at the Company's annual
meeting on May 23, 2002. Aquila, Inc. (NYSE: ILA), a significant stockholder of
Quanta, has proposed an alternative slate of nominees dominated by Aquila
insiders.
ISS, which provides proxy advisory services to institutional investors, mutual
funds, and other fiduciaries noted in its May 16, 2002 report that, "Given the
fact that Aquila is seeking a change in control with no immediate premium to
shareholders, ISS is not convinced that this is the best course of action for
Quanta's shareholders. Furthermore, there is no guarantee that Aquila's
repurchase program via a joint Quanta/Aquila tender offer would take place, and
even if it did take place, it would be for only 20-25 percent of Quanta's
outstanding shares. If Aquila were to gain majority control of Quanta, the fate
of the minority shares remains unclear.
"While implementing the SECT [Stock Employee Compensation Trust] and
establishing a 39 percent limit on Aquila's ownership of Quanta give the
appearance of an effort to block Aquila from acquiring the company, ISS believes
that Quanta is protecting its shareholders in the process. Given the company's
overall performance, ISS believes that Quanta has a feasible strategic plan in
place to maximize shareholder value."1
John R. Colson, Quanta's chief executive officer, said, "We are pleased that
ISS, a well-respected independent advisor, recommends that stockholders support
the election of Quanta's slate of directors."
Colson continued, "Under the leadership of the current directors, Quanta has
performed well, delivering strong financial and operational results relative to
its peers. In 2001, Quanta generated record revenues of $2.01 billion and record
cash flow from operations of $210 million, alongside stronger EPS growth and
EBIT and EBITDA margins than its competitors. And, despite the continuing
challenging economic environment, the first quarter remained strong with
revenues of $449.2 million and cash flow of $68.5 million." Colson concluded,
"We strongly encourage our stockholders to follow ISS's recommendation and sign
and return the white proxy card in support of Quanta's existing directors."
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.
Important Information
Quanta Services, Inc. has filed 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 IN ITS ENTIRETY, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Quanta's
proxy statement and other relevant documents are available for free at
www.sec.gov. You may also obtain a free copy of Quanta's proxy statement 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 proxy statement filed by
Quanta with the SEC.
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 and uncertainties relating to
Aquila'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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1 Institutional Shareholder Services, Proxy Analysis, May 23, 2002. Consent of
author or publication for inclusion in proxy solicitation material was neither
sought nor gained.