<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 31, 1998
---------------------------
WESTOWER CORPORATION
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WASHINGTON 333-32963 91-1825860
- ------------------- ----------- ------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
7001 N.E. 40TH AVENUE, VANCOUVER, WASHINGTON 98661
------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (360) 750-9355
----------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
On August 31, 1998, Westower Corporation (the "Company") completed the
acquisition of Standby Services, Inc., a Texas corporation, pursuant to a Share
Exchange Agreement between the Company and Tom T. Cunningham, the sole
shareholder of Standby Services, Inc. Included below are certain financial
statements and pro forma financial information of Standby Services, Inc.
(a) Financial statements of Standby Services, Inc.:
1. Audited financial statements for December 31, 1997 and 1996:
<PAGE>
INDEX
Page
----
INDEPENDENT AUDITOR'S REPORT...................................... 1
BALANCE SHEETS - December 31, 1997 and 1996....................... 2
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS - Years Ended
December 31, 1997 and 1996................................... 3
STATEMENTS OF CASH FLOWS - Years Ended December 31, 1997 and 1996. 4
NOTES TO FINANCIAL STATEMENTS..................................... 5
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholder
Standby Services, Inc.
We have audited the accompanying balance sheets of Standby Services, Inc. as of
December 31, 1997 and 1996, and the related statements of income and retained
earnings, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Standby Services, Inc. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.
Hein + Associates LLP
Houston, Texas
October 21, 1998
<PAGE>
STANDBY SERVICES, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1997 1996
--------------- ---------------
ASSETS
- ------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 936,485 $ --
Accounts receivable 807,850 577,443
Costs and estimated earnings in excess of billings on 75,846 139,996
uncompleted contracts
Inventory 31,814 --
Prepaid expenses and other current assets 44,801 22,479
---------- ----------
Total current assets 1,896,796 739,918
PROPERTY AND EQUIPMENT, net 553,101 551,770
OTHER ASSETS 9,225 6,971
---------- ----------
Total assets $2,459,122 $1,298,659
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
- ---------------------------------------------------------
CURRENT LIABILITIES:
Net checks issued in excess of funds on deposit $ -- $ 150,992
Trade accounts payable 154,283 173,994
Other current liabilities 45,468 23,145
Withholding taxes payable 603,100 --
Billings in excess of costs and estimated earnings on
uncompleted contracts 87,496 --
Current portion of long-term debt 129,857 137,281
Note payable -- 207,375
Stockholder advances 871,007 1,008
---------- ----------
Total current liabilities 1,891,211 693,795
LONG-TERM DEBT, excluding current portion 83,109 78,433
Total liabilities 1,974,320 772,228
---------- ----------
STOCKHOLDER'S EQUITY
Common stock, $1.00 par value; 1,000 shares 1,000 1,000
authorized, issued and outstanding
Retained earnings 483,802 525,431
---------- ----------
Total stockholder's equity 484,802 526,431
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY: $2,459,122 $1,298,659
========== ==========
</TABLE>
<PAGE>
STANDBY SERVICES, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------
1997 1996
---------------- ----------------
<S> <C> <C>
CONTRACT REVENUES EARNED $4,550,037 $4,510,861
COSTS OF REVENUES EARNED 2,273,416 2,877,393
---------- ----------
Gross profit 2,276,621 1,633,468
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,295,954 2,016,531
---------- ----------
OPERATING LOSS (19,333) (383,063)
OTHER INCOME (EXPENSE):
Miscellaneous income 772 31,898
Interest income 12,622
Interest expense (35,690) (14,444)
---------- ----------
NET LOSS (41,629) (365,609)
---------- ----------
Retained Earnings, beginning of year 525,431 891,040
---------- ----------
RETAINED EARNINGS, end of year $ 483,802 $ 525,431
========== ==========
</TABLE>
<PAGE>
STANDBY SERVICES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------
1997 1996
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (41,629) $(365,609)
Adjustments to reconcile net loss to net cash provided (used)
by operating activities:
Depreciation 111,438 85,771
Changes in assets and liabilities:
Accounts receivable (230,407) 72,874
Costs and estimated earnings in excess of billings on uncompleted 64,150 (84,182)
contracts
Inventory (31,814) --
Other current assets (22,322) 5,556
Other assets (2,254) (6,970)
Trade accounts payable and net checks issued in excess of funds (170,703) 86,132
Billings in excess of costs and estimated earnings on uncompleted
contracts 87,496 --
Other current liabilities 625,423 13,823
--------- ---------
Net cash provided (used) by operating activities 389,378 (192,605)
--------- ---------
Cash Flows From Investing Activities purchases of property and (112,769) (118,194)
equipment --------- ---------
Cash Flows from Financing Activities:
Borrowings on short-term notes 263,700 414,750
Principal payments on short-term borrowings (471,075) (207,375)
Borrowings on long-term notes 94,431 89,606
Principal payments on long-term borrowings (97,179) (68,487)
Proceeds from shareholder advances 869,999 --
Repayments on shareholder advances -- (238,037)
--------- ---------
Net cash flows provided (used) by financing activities 659,876 (9,543)
--------- ---------
NET CHANGE IN CASH 936,485 (320,342)
Cash and Cash Equivalents, beginning of year -- 320,342
--------- ---------
Cash and Cash Equivalents, end of year $ 936,485 $ --
========= =========
Supplemental disclosure of cash flow information
Interest paid $ 14,443 $ 22,880
========= =========
</TABLE>
<PAGE>
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------------
Organization - Standby Services, Inc. (the "Company") is a general
------------
contracting company that builds and maintains wireless communication
transmitting and receiving facilities for providers of wireless
communication services. The Company's principal operations are in the state
of Texas.
Use of Estimates - The preparation of the Company's financial statements in
----------------
conformity with generally accepted accounting principles requires the
Company's management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying notes.
Examples of estimates subject to possible revision based upon the outcome of
future events include costs and estimated earnings on uncompleted contracts,
depreciation of property and equipment, and accrued income tax liabilities.
Actual results could differ from those estimates.
Revenue and Cost Recognition - Profits and losses on contracts are recorded
----------------------------
on the percentage-of-completion method of accounting, measured by the
percentage of contract costs incurred to date to estimated total contract
costs for each contract. Contract costs include raw materials, direct labor,
amounts paid to subcontractors, equipment rented and an allocation of
overhead expenses. Anticipated losses on uncompleted construction contracts
are charged to operations as soon as such losses can be estimated. Changes
in job performance, job conditions, estimated profitability and final
contract settlements may result in revisions to costs and income and are
recognized in the period in which the revisions are determined.
The asset, "costs and estimated earnings in excess of billings on
uncompleted contracts", represents revenues recognized in excess of amounts
billed. The liability, "billings in excess of costs and estimated earnings
on uncompleted contracts", represents billings in excess of revenues
recognized.
Cash and Cash Equivalents - For purposes of reporting cash flows, cash and
-------------------------
cash equivalents consist of cash in banks, money market investments on
deposit with major financial institutions, and all highly liquid investments
with an original maturity of three months or less.
Inventory - Inventory consists of construction parts and supplies and is
---------
stated at the lower of cost or market. Cost is determined using the first-
in, first-out ("FIFO") method.
<PAGE>
STANDBY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES: (continued)
------------------------------------------------
Property and Equipment - Property and equipment are stated at cost, net of
----------------------
depreciation which is recorded using the straight-line method over a range
of estimated useful lives of the assets as follows:
Building 10 years
Machinery and equipment 5 - 10 years
Vehicles 5 years
Furniture and fixtures 3 - 10 years
Fair Value of Financial Instruments - The Company's only financial
-----------------------------------
instruments are cash, short-term accounts receivable and payable, other
current liabilities and accrued expenses, and long-term debt. Management
believes the carrying amounts of these financial instruments approximate
their fair values.
Federal Income Taxes - The Company elected effective January 1, 1997 to be
--------------------
taxed as an S Corporation under the Internal Revenue Code. Under an S
Corporation election, the income of the corporation flows through to the
stockholders to be taxed at the individual level rather than the corporate
level. Accordingly, the Company will have no tax liability as of December
31, 1997. Prior to the S Corporation election, the Company accounted for
income taxes in accordance with the liability method, under which the amount
of deferred income taxes is based upon the tax effect of differences between
the financial and income tax bases of its assets and liabilities at each
balance sheet date, based on existing tax laws.
Recent Accounting Pronouncement - The Financial Accounting Standards Board
-------------------------------
(the "FASB") issued SFAS No. 130, Reporting Comprehensive Income. SFAS No.
130 establishes standards for reporting and display of comprehensive income,
its components and accumulated balances. Comprehensive income is defined to
include all changes in equity except those resulting from investments by
owners and distributions to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements.
SFAS No. 130 is effective for financial statements for periods beginning
after December 15, 1997 and requires comparative information for earlier
years to be restated. Because of the recent issuance of these standards,
management has been unable to fully evaluate the impact, if any, the
standards may have on the future financial statement disclosures. Results of
operations and financial position, however, will be unaffected by
implementation of these standards.
<PAGE>
STANDBY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
2. PROPERTY AND EQUIPMENT:
-----------------------
Property and equipment consisted of the following:
December 31,
-------------------------------------
1997 1996
---------------- ----------------
Buildings $ 265,426 $ 265,426
Vehicles 299,591 266,716
Machinery and equipment 109,026 102,472
Furniture and fixtures 66,447 59,145
--------- ---------
740,490 693,759
Less accumulated depreciation (297,778) (252,378)
--------- ---------
442,712 441,381
Land 110,389 110,389
--------- ---------
$ 553,101 $ 551,770
========= =========
3. CONSTRUCTION ACCOUNTS:
----------------------
Costs, estimated earnings and billings on uncompleted contracts consist of
the following:
December 31,
-------------------------------------
1997 1996
---------------- ----------------
Costs incurred on uncompleted $ 56,570 $ 84,397
contracts
Estimated earnings on 68,726 55,599
uncompleted contracts --------- --------
125,296 139,996
Less billings to date (136,946) --
--------- --------
$ (11,650) $139,996
========= ========
<PAGE>
STANDBY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
3. CONSTRUCTION ACCOUNTS: (continued)
---------------------
These amounts are included in the accompanying balance sheets under the
following captions:
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1997 1996
---------------- ----------------
<S> <C> <C>
Costs and estimated earnings in $ 75,846 $139,996
excess of billings on
uncompleted contracts
Billings in excess of costs and (87,496) --
estimated earnings on -------- --------
uncompleted contracts
$(11,650) $139,996
======== ========
</TABLE>
The following summarizes the results of construction contracts:
<TABLE>
<CAPTION> Gross
Year Ended Revenue Costs Profit
December 31, 1997 Earned Incurred Recognized
- -------------------------------- ---------------- ---------------- ----------------
<S> <C> <C> <C>
Completed contracts $4,424,741 $2,216,846 $2,207,895
Uncompleted contracts 125,296 56,570 68,726
---------- ---------- ----------
$4,550,037 $2,273,416 $2,276,621
========== ========== ==========
Gross
Year Ended Revenue Costs Profit
December 31, 1996 Earned Incurred Recognized
- -------------------------------- ---------------- ---------------- ----------------
<S> <C> <C> <C>
Completed contracts $4,370,865 $2,792,996 $1,577,869
Uncompleted contracts 139,996 84,397 55,599
---------- ---------- ----------
$4,510,861 $2,877,393 $1,633,468
========== ========== ==========
</TABLE>
<PAGE>
STANDBY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
4. STOCKHOLDER ADVANCES:
--------------------
During 1997 and 1996, the Company's sole stockholder advanced $869,999 and
$1,008, respectively, to the Company to fund operations. The balance of
$871,007 at December 31, 1997, was repaid in early 1998.
5. LONG-TERM DEBT:
---------------
As of December 31, 1997 and 1996, long-term debt consisted of the following:
<TABLE>
<CAPTION>
1997 1996
--------------- ----------------
<S> <C> <C>
Vehicle purchase contracts with finance corporations, due $ 127,173 $ 85,854
in aggregate monthly installments of $7,361, including
interest at rates ranging from 10.65% to 11.15% through
December 2001; collateralized by vehicles.
Notes payable to a bank, due in aggregate monthly 24,210 35,547
installments of $1,186, including interest at rates
ranging from 9.25% to 11.25% through November 2000;
collateralized by vehicles
Mortgage note payable, due on demand, or if no demand is 17,619 19,891
made, in monthly installments of $405, including interest
at 9.875%, through June, 2002; collateralized by land
Note payable to a bank, due in monthly installments of 43,964 74,422
$1,700, including interest at 9% through September 1999; --------- ---------
collateralized by land and improvements
Total long-term debt 212,966 215,714
Less current portion (129,857) (137,281)
--------- ---------
Long-term portion $ 83,109 $ 78,433
========= =========
Years Ending
December 31,
----------
<S> <C> <C>
Long-term debt matures as follows: 1998 $129,857
1999 54,642
2000 21,841
2001 4,430
2002 2,196
--------
$212,966
========
</TABLE>
<PAGE>
STANDBY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
6. CREDIT RISK AND BUSINESS CONCENTRATIONS:
---------------------------------------
Financial instruments that potentially subject the Company to concentrations
of credit risk consist primarily of cash, cash equivalents and trade
accounts receivable. The Company places its temporary cash investments with
major financial institutions. At times, deposits with any one institution
may exceed federally insured limits. Management believes that the risk of
any possible deposit loss is minimal.
The Company had sales to three major customers totaling approximately 94%
and 87% of total revenues for the years ended December 31, 1997 and 1996. At
December 31, 1997, amounts due from three customers who individually had
amounts due in excess of 10% of trade receivables, totaled approximately
$645,000. At December 31, 1996, amounts due from three customers who
individually had amounts due in excess of 10% of trade receivables, totaled
approximately $459,000.
7. INCOME TAXES:
------------
There were no material deferred tax assets and liabilities as of December
31, 1996, and no deferred income tax expense was provided in the
accompanying statement of operations and retained earnings for the year
ended December 31, 1996. Income tax expense differed from the amounts
expected based upon a statutory tax rate of 34% primarily because of the
impact graduated tax rates applied to the Company's taxable income and the
impact of nondeductible expenses.
8. SUBSEQUENT EVENT:
----------------
Subsequent to year-end, the Company's sole stockholder entered into a share
exchange agreement, whereby 100% of the outstanding common stock of the
Company was exchanged for common stock of a third party. This transaction
was completed on August 31, 1998.
<PAGE>
2. Unaudited financial statements for June 30, 1998 and 1997:
Standby Services, Inc.
Balance Sheet (Unaudited)
June 30, 1998 and 1997
ASSETS
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 409,177 $ 139,892
Accounts receivable, net 776,879 656,597
Costs and estimated earnings in excess of billings on
uncompleted contracts 104,558 88,887
Inventory 31,814 46,897
Other current assets 70,294 74,700
---------- ----------
Total current assets 1,392,722 1,006,973
PROPERTY AND EQUIPMENT, net 588,473 573,767
OTHER ASSETS 9,225 6,970
---------- ----------
TOTAL ASSETS $1,990,420 $1,587,710
========== ==========
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C>
CURRENT LIABILITIES
Trade accounts payable $ 198,682 $ 159,324
Other current liabilities 63,727 59,224
Current portion of long-term debt 90,007 77,922
---------- ----------
Total current liabilities 352,416 296,470
LONG-TERM DEBT, excluding current portion 133,583 142,121
STOCKHOLDERS' EQUITY
Common stock 1,000 1,000
Retained earnings 1,503,421 1,148,119
---------- ----------
Total stockholders' equity 1,504,421 1,149,119
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,990,420 $1,587,710
========== ==========
</TABLE>
<PAGE>
Standby Services, Inc.
Statement Of Income (Unaudited)
Six Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
CONTRACT REVENUES EARNED $2,781,745 $2,106,580
COSTS OF REVENUES EARNED 923,969 1,201,933
---------- ----------
Gross profit 1,857,776 904,647
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 752,890 257,920
---------- ----------
OPERATING INCOME 1,104,886 646,727
---------- ----------
OTHER INCOME (EXPENSE)
Other (1,579) 304
Interest expense (3,670) (24,341)
---------- ----------
Total other income (expense) (5,249) (24,037)
---------- ----------
NET INCOME $1,099,637 $ 622,690
========== ==========
</TABLE>
<PAGE>
(b) Pro forma financial information:
The unaudited pro forma condensed combined statement of income for the year
ended February 28, 1998 combines historical statements of operations for the
Company and Standby as if the acquisition had occurred on March 1, 1997.
The unaudited pro forma condensed combined statement of income for the year
ended February 28, 1998 combines historical financial information of the Company
for the year ended February 28, 1998 and Standby for the year ended December 31,
1997. As the most recent fiscal year end of Standby differs from the Company's
fiscal year end by less than 93 days, no adjustments were made to Standby's
financial statements for the purpose of the pro forma presentation.
The business of these entities is subject to seasonal fluctuations and,
therefore, the results of operations for periods of less than twelve months may
not be indicative of annual results. The pro forma financial statements are not
necessarily indicative of the results of operations which would actually have
been reported had the transaction been consummated on March 1, 1997 or which may
be reported in the future. Actual combined results for the Company and Standby
for the six months ended August 31, 1998 were reported on the Company's Form 10-
QSB filed on October 15, 1998. The aforementioned Form 10-QSB reflects the use
of the pooling-of-interests method of accounting for the acquisition of Standby,
and accordingly, includes the results of Standby for the periods reported on and
the balance sheet of Standby as of August 31, 1998. Management has determined
that there would not be any pro forma adjustments to the combined results of
operations for the period ended August 31, 1998 had the acquisition been
completed at the beginning of the period, and that there would not be any pro
forma adjustments to the balance sheet as of August 31, 1998. Accordingly, no
interim pro forma financial information has been included for the period ended
August 31, 1998.
The pro forma data should be read in conjunction with the notes to unaudited pro
forma condensed combined financial information and the historical financial
statements and notes thereto of Standby contained elsewhere herein.
<PAGE>
Unaudited Condensed Combined Pro Forma Statement of Income for the fiscal
year ended February 28, 1998:
<TABLE>
<CAPTION>
WESTOWER CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED FEBRUARY 28, 1998
HISTORICAL
WESTOWER STANDBY PRO FORMA PRO FORMA
CORPORATION SERVICES ADJUSTMENTS COMBINED
---------------------------------------------- ---------------
<S> <C> <C> <C> <C>
CONTRACT REVENUES EARNED 37,112,000 4,550,000 41,662,000
COSTS OF REVENUES EARNED 27,474,000 2,273,000 29,747,000
Gross profit 9,638,000 2,277,000 0 11,915,000
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 5,174,000 2,296,000 (1,455,000) 1 6,015,000
---------------------------------------------- ---------------
OPERATING INCOME 4,464,000 (19,000) 1,455,000 5,900,000
OTHER INCOME(EXPENSE)
Gain on sale of assets 125,000 125,000
Other 1,000 1,000
Interest income 114,000 13,000 127,000
Interest expense (93,000) (36,000) (129,000)
---------------------------------------------- ---------------
146,000 (22,000) 0 124,000
---------------------------------------------- ---------------
INCOME BEFORE INCOME TAXES 4,610,000 (41,000) 1,455,000 6,024,000
INCOME TAXES 1,812,000 597,000 2 2,409,000
---------------------------------------------- ---------------
NET INCOME 2,798,000 (41,000) 858,000 3,615,000
============================================== ===============
Basic earnings per share 0.59 n/a 0.69
============================================== ===============
Diluted earnings per share 0.55 n/a 0.65
============================================== ===============
Shares of common stock used in
computing earnings per share:
Basic 4,720,000 543,000 3 5,263,000
============================================== ===============
Diluted 5,051,000 543,000 3 5,594,000
============================================== ===============
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED FEBRUARY 28, 1998
1 Elimination of bonus paid to former shareholder
2 Estimated adjustment to reflect income taxes at effective rate
3 Amount represents 544,000 shares issued in connection with
acquisition of Standby, net of cancellation of 1,000 shares of
Standby common stock exchanged. Shares treated as if they had been
outstanding for the entire period.
</TABLE>
<PAGE>
(c) Exhibits.
2.1 Share Exchange Agreement, dated as of August 31, 1998, between
Westower Corporation and Tom T. Cunningham, sole shareholder of
Standby Services, Inc., a Texas corporation.*
2.2 Registration Rights Agreement, dated as of August 31, 1998, between
Westower Corporation and Tom T. Cunningham.*
2.3 Employment Agreement, dated as of August 31, 1998, between Standby
Services, Inc. and Tom T. Cunningham.*
23.1 Consent of Independent Auditor.
* Previously filed.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTOWER CORPORATION
Date: November 12, 1998 By: /s/ Peter Lucas
-------------------------------------
Peter Lucas, Senior Vice President,
Chief Financial Officer, Treasurer
and Secretary
<PAGE>
Exhibit Index
-------------
Exhibit
- -------
2.1 Share Exchange Agreement, dated as of August 31, 1998, between Westower
Corporation and Tom T. Cunningham, sole shareholder of Standby Services,
Inc., a Texas corporation.*
2.2 Registration Rights Agreement, dated as of August 31, 1998, between
Westower Corporation and Tom T. Cunningham.*
2.3 Employment Agreement, dated as of August 31, 1998, between Standby
Services, Inc. and Tom T. Cunningham.*
23.1 Consent of Independent Auditor.
* Previously filed.
<PAGE>
November 12, 1998
Re: Standby Services, Inc.
As independent public auditors, we hereby consent to the inclusion in
this 8-K/A of our report dated October 21, 1998.
Hein & Associates LLP
