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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WESTOWER CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
96121E 10 1
(CUSIP Number)
TOM T. CUNNINGHAM
1818 KERSTEN
HOUSTON, TEXAS 77043
(713) 467-1362
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 31, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 96121E 10 1 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Tom T. Cunningham
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO Exchange of common stock of Standby Services, Inc.
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 543,590
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,590
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.13 percent
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14 TYPE OF REPORTING PERSON
IN
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ITEM 2. IDENTITY AND BACKGROUND.
Tom T. Cunningham is the sole shareholder and the President and a director
of Standby Services, Inc., a Texas corporation, who has his principal office and
place of business at 1818 Kersten, Houston, Texas 77043. During the last five
years, such person has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, such
person was not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration for the common stock of the Issuer acquired by the
reporting person was an exchange of all of his shares of the common stock in
Standby Services, Inc., a Texas corporation.
ITEM 4. PURPOSE OF TRANSACTION.
On August 31, 1998, the Issuer executed a Share Exchange Agreement By and
Between Westower Corporation and Tom T. Cunningham, Sole Shareholder of Standby
Services, Inc., a Texas corporation (the "Agreement") with the reporting person,
the sole shareholder of Standby Services, Inc., a Texas corporation ("Standby
Services"), whereby the Issuer, in a tax-free exchange, agreed to acquire all of
the outstanding shares of the capital stock of Standby Services in exchange for
shares of the Issuer's common stock. The Agreement closed on August 31, 1998.
Pursuant to the terms of the Agreement, the capitalization of the Issuer on
August 31, 1998 consisted of 10,000,000 shares of common stock, having a par
value of $0.01 per share, with 6,139,912 shares outstanding. The Agreement
called for the Issuer to issue 543,590 shares of the common stock of the Issuer
to the reporting person in exchange for all of his common stock in Standby
Services so that after the closing, the reporting person owns 8.13 percent of
the issued and outstanding shares of the common stock of the Issuer. As a
result of such exchange, Standby Services has become a wholly-owned subsidiary
of the Issuer. Moreover, as a result of the Agreement, the name of the
reporting person will be placed in nomination as a director of the Issuer at the
next annual meeting of the shareholders of the Issuer.
In addition to the Agreement, the reporting person and the Issuer executed
that certain Registration Rights Agreement dated August 31, 1998, between
Westower Corporation and Tom T. Cunningham, whereby the reporting person has two
demand registration rights and "piggyback" registration rights with respect to
the shares of the common stock of the Issuer acquired by him pursuant to the
Agreement. Finally, the reporting person and Standby Services, Inc. executed
that certain Employment Agreement dated August 31, 1998, between Standby
Services, Inc. and Tom T. Cunningham whereby the reporting person was engaged
for a term of three years as the President and Chief Executive Officer of
Standby Services, Inc. In addition to his cash compensation, the reporting
person received an option to purchase 12,800 shares of the common stock of the
Issuer. The shares subject to such option vest 33 percent after the first year
of employment, 33 percent after the second year of employment, and 34 percent
after the third year of employment. All shares subject to the option are
exercisable within 10 years. The exercise price for shares purchased under the
option shall
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be determined by the Plan Administrator of the Issuer's 1998 Stock Incentive
Compensation Plan, but shall not be less than 100 percent of the fair market
value of the common stock on the grant date.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The reporting person owns 543,590 shares of the common stock of the Issuer.
The reporting person has the sole voting power with respect to such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are incorporated herein by reference:
1. Share Exchange Agreement dated August 31, 1998, between Westower
Corporation and Tom T. Cunningham, sole shareholder of Standby Services, Inc., a
Texas corporation, filed as Exhibit 2.1 to Form 8-K for the Issuer dated
September 14, 1998. (File No. 333-32963). The schedules to this document were
not filed, but will be furnished to the Securities and Exchange Commission upon
request.
2. Registration Rights Agreement dated August 31, 1998, between Westower
Corporation and Tom T. Cunningham, filed as Exhibit 2.2 to Form 8-K for the
Issuer dated September 14, 1998. (File No. 333-32963).
3. Employment Agreement dated August 31, 1998, between Standby Services,
Inc. and Tom T. Cunningham, filed as Exhibit 2.3 to Form 8-K for the Issuer
dated September 14, 1998. (File No. 333-32963).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Tom T. Cunningham
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TOM T. CUNNINGHAM
Dated: September 30, 1998.
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