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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 27 , 1998
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WESTOWER CORPORATION
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(Exact name of registrant as specified in its charter)
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WASHINGTON 333-32963 91-1825860
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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7001 N.E. 40TH AVENUE, VANCOUVER, WASHINGTON 98661
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(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (360) 750-9355
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.
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On October 28, 1998, Westower Corporation (the "Company") dismissed
Moss Adams LLP ("Moss Adams") as its independent auditor and engaged
PricewaterhouseCoopers LLP as its independent auditor. The Company's decision to
change its independent auditor was made as a result of the Company's numerous
recent and expected future acquisitions. The change of independent auditor was
recommended by the Audit Committee of the Company's Board of Directors and was
approved by the Company's Board of Directors.
Moss Adams' report on the Company's financial statements for the prior
two fiscal years did not contain an adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope, or accounting
principles. In addition, during the Company's two most recent fiscal years and
the subsequent interim periods preceding October 28, 1998, there were no
disagreements with Moss Adams on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Moss Adams, would have
caused Moss Adams to make a reference to the subject matter of the disagreement
in connection with its report. The Company has requested that Moss Adams furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of such letter, dated
November 3, 1998, is filed as Exhibit 16 to this Form 8-K.
During its two most recent fiscal years and through October 28, 1998,
the Company has not consulted with PricewaterhouseCoopers LLP regarding either
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements or any matter that was either the subject of
a disagreement or a reportable event with Moss Adams (as described in Regulation
S-K Item 304(a)(2)).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
16. Letter Regarding Change in Certifying Accountant.
ITEM 8. CHANGE IN FISCAL YEAR.
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On October 27, 1998, Westower Corporation (the "Company") determined
to change its fiscal year end from February 28 to September 30. The Company
will file a transition report on Form 10-KSB covering the transition period of
March 1, 1998 to September 30, 1998.
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SIGNATURE
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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 4, 1998 By: /s/ Peter Lucas
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Peter Lucas, Senior Vice President,
Chief Financial Officer, Treasurer
and Secretary
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Exhibit Index
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Exhibit
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16. Letter Regarding Change in Certifying Accountant.
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EXHIBIT 16
MOSS ADAMS LLP
Certified Public Accountants
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We were previously principal accountants for Westower Corporation (the Company).
We reported on the consolidated financial statements of Westower Corporation as
of February 28, 1998 and February 28, 1997 and for each of the years in the
three-year period ended February 28, 1998. The date of our report was April 14,
1998, except for Note 16, as to which the date was May 28, 1998, and Note 3, as
to which the date was May 31, 1998. On October 28, 1998, we were dismissed as
principal accountants for the Company. We have read the Company's statements
included under Item 4 of its Form 8-K for November 3, 1998, and we agree with
such statements.
/s/ Moss Adams LLP
Bellingham, Washington
November 3, 1998
