SCHEDULE 14A INFORMATION
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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|o||Preliminary Proxy Statement|
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|o||Soliciting Material Pursuant to §240.14a-12
Quanta Services, Inc.
(Name of Registrant as Specified In Its Charter)
Aquila, Inc. (f/k/a Utilicorp United Inc.)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Aquila, Inc. (formerly known as UtiliCorp United Inc.), a Delaware corporation, is filing the materials contained in this Schedule 14A with the Securities and Exchange Commission on May 10, 2002 with respect to the solicitation of proxies for electing nominees to the board of directors of Quanta Services, Inc. ("Quanta") at the 2002 annual meeting of stockholders of Quanta.
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To Our Fellow Quanta Stockholders:
On Tuesday, May 7, 2002, we argued our motion seeking to block the voting of substantially all of the 8,000,000 shares deposited by Quanta Services in its Stock Employee Compensation Trust, or SECT, before the Delaware Chancery Court. We expect the Court to rule on our motion by the end of next week, at the latest. We will keep you apprised of any important developments in this case.
We are challenging the SECT in order to vindicate the rights of all Quanta stockholders. We believe that all Quanta stockholders should be disturbed by the Quanta Board's disregard for your best interests by adopting the SECT, which:
While the Board and management have taken actions which we believe are intended to entrench themselves in their jobs and enrich themselves even beyond the $115,000,000 they previously reaped from selling their shares to Aquila, they have taken no concrete steps to restore value to stockholders. In fact, although Quanta has had expensive investment and legal advisors on retention for months, the Board and management have offered only vague assurances that they are continuing to explore all their options. In contrast, if you support our candidates at the upcoming annual meeting, we commit to you:
If our nominees are not elected at the annual meeting but our contractual right to purchase more shares is confirmed in the arbitration proceeding now being conducted, as we expect it will, we will thereafter be free to increase our share interest in Quanta from time to time. In such case, we will not be obligated to fulfill any of the commitments described above that we have undertaken in this proxy contest, including a sale of the Company, a stock buyback program at an appropriate premium or formal minority protections. Accordingly, we believe that your best chance to obtain an appropriate premium for your shares will be to vote for our slate on Aquila's GOLD proxy card.
WE BELIEVE THE BEST COURSE FOR RESTORING VALUE AT QUANTA IS FOR STOCKHOLDERS TO SUPPORT AQUILA'S NOMINEES FOR ELECTION TO THE BOARD
We urge you to support Aquila's commitment to restore value and accountability to Quanta by voting in favor of our nominees by signing and returning Aquila's GOLD proxy card and discarding Quanta's white proxy card.
|On Behalf of Aquila, Inc.|
|Robert K. Green
President and Chief Executive Officer
|May 10, 2002|
MORROW & CO., INC.
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