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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 333-32963
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NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: February 28, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: The notification
relates to Exhibit 27.1, the Financial Data Schedule, to the registrant's Form
10-KSB
PART I. REGISTRANT INFORMATION
Full name of registrant Westower Corporation
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Former name if applicable
Not applicable
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Address of principal executive office (Street and number)
7001 NE 40th Avenue.
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City, State and Zip Code Vancouver, Washington 98661
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PART II. RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
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[x] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[x] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-
Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Since its incorporation in June 1997, Westower Corporation (the
"Company") has experienced rapid growth through acquisitions and
through expansion of existing lines of business. The Company has not
yet added sufficient administrative and financial personnel to keep
pace with its rate of growth. Additionally, having gone public in
October 1997, the Company's Form 10-KSB filing due May 29, 1998 was
its first annual report to be filed with the Commission. During the
period leading up to the filing deadline, the Company's financial
management was also in the process of negotiating a major acquisition
that closed on May 29, 1998, a sale of $15,000,000 in subordinated
notes, and a $75,000,000 secured credit facility. The Company's Chief
Financial Officer and Treasurer has been out of the office during a
large part of this time, traveling within the last month to New York,
Boston, Florida, Dallas, and Ontario, Canada, among other places, on
Company business. As a result of these other demands on management's
time, the Company was unable to provide its auditors with all of the
information they requested in a timely manner. As a result, the
auditors did not release their opinion letter regarding the Company's
year-end financial statements until the afternoon, Eastern Standard
Time, on May 29, 1998, the Company's Form 10-KSB filing deadline.
Therefore, the Company was unable to incorporate the Financial Data
Schedule as an Exhibit to the
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Form 10-KSB that it attempted to file electronically on May 29, 1998.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Peter Lucas, Chief Financial Officer (604) 576-4755
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [x] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Westower Corporation
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 1, 1998 By /s/ Peter Lucas
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Peter Lucas,
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT 99.1
[Moss Adams Letterhead]
June 1, 1998
Securities and Exchange Commission
Washington, DC 20549
We have acted as independent auditors for the financial statements
prepared by Westower Corporation (the "Company") and its subsidiaries. We were
unable to complete our audit and release our independent auditor's report as to
the Company's financial statements for the fiscal year ending February 28, 1998
until May 29, 1998 because of difficulties we encountered in obtaining requested
information from the Company on a timely basis.
/s/ Bryan Cartwright
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B. Bryan Cartwright, Partner
for MOSS ADAMS LLP
