<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 1)
WESTOWER CORPORATION
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK
________________________________________________________________________________
(Title of Class of Securities)
96121E101
_________
(CUSIP Number)
PETER S. SARTORIUS, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 9, 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(e),13d-1(f) or 13d-1(g) check the following box
[_].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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SCHEDULE 13D
Cusip No. 96121E101 Page 2 of 6
<TABLE>
<CAPTION>
<C><S>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BET ASSOCIATES, L.P.
23-2957243
___________________________________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
___________________________________________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________________________________________
4 SOURCE OF FUNDS*
AF
___________________________________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
___________________________________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 639,281 SHARES OF COMMON STOCK UNDERLYING CURRENTLY CONVERTIBLE NOTES AND EXERCISABLE WARRANTS.
CONVERTIBLE _______________________________________________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 - SHARES
OWNED BY _______________________________________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 639,281 SHARES OF COMMON STOCK UNDERLYING CURRENTLY CONVERTIBLE NOTES AND EXERCISABLE WARRANTS.
PERSON _______________________________________________________________________________________________
WITH 10 SHARED DISPOSITIVE POWER
- 0 - SHARES
____________________________________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
639,281 SHARES OF COMMON STOCK UNDERLYING CURRENTLY CONVERTIBLE NOTES AND EXERCISABLE WARRANTS.
____________________________________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
____________________________________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
____________________________________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
____________________________________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
SCHEDULE 13D
Cusip No. 96121E101 Page 3 of 6
<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRUCE E. TOLL
____________________________________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
____________________________________________________________________________________________________________
3 SEC USE ONLY
____________________________________________________________________________________________________________
4 SOURCE OF FUNDS*
BK, PF
____________________________________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
____________________________________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
____________________________________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 639,281 SHARES OF COMMON STOCK UNDERLYING CURRENTLY CONVERTIBLE NOTES AND EXERCISABLE WARRANTS.
SHARES 166,000 SHARES OF COMMON STOCK
BENEFICIALLY _______________________________________________________________________________________________
OWNED BY 8 SHARED VOTING POWER
EACH - 0 - SHARES
REPORTING _______________________________________________________________________________________________
PERSON 9 SOLE DISPOSITIVE POWER
WITH 639,281 SHARES OF COMMON STOCK UNDERLYING CURRENTLY CONVERTIBLE NOTES AND EXERCISABLE WARRANTS
166,000 SHARES OF COMMON STOCK
_______________________________________________________________________________________________
10 SHARED DISPOSITIVE POWER
- 0 - SHARES
____________________________________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,281 SHARES OF COMMON STOCK
____________________________________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
____________________________________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
____________________________________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
____________________________________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
SCHEDULE 13D
Cusip No. 96121E101 Page 4 of 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
On May 11, 1998, BET Associates, L.P., a Delaware limited partnership
("BET"), entered into a Purchase Agreement (the "Agreement") with Westower
Corporation, a Washington corporation (the "Issuer"), pursuant to which BET
agreed, subject to the satisfaction of certain conditions, to purchase, for a
price of $14,850,000, 7% convertible senior subordinated notes in the aggregate
principal amount of $15,000,000 (the "Notes"), presently convertible into
599,281 shares of Common Stock (the "Note Conversion Shares") at a conversion
price of $25.03 per share, and warrants (the "Warrants") exercisable for 40,000
shares of Common Stock (the "Warrant Conversion Shares," and, together with the
Note Conversion Shares, collectively, the "Conversion Shares") at an exercise
price of $23.00 per share. The transaction was completed on June 1, 1998. BET
used funds contributed by its partners, principally BRU LLC, a Delaware limited
liability company ("BRU"), to purchase the Notes and the Warrants. $12,000,000
of the funds contributed by BRU were borrowed by Mr. Toll from CoreStates Bank,
N.A., and subsequently contributed to BRU.
Mr. Toll purchased through brokers' transactions 56,800 shares of
Common Stock for his own account and 10,000 shares of Common Stock for the
account of The Bruce E. & Robbi S. Toll Foundation, a charitable trust (the
"Toll Foundation"). Mr. Toll also acquired 99,200 shares of Common Stock
pursuant to the exercise of certain publicly-traded warrants of the Issuer on
April 29, 1998 at an exercise price of $9.00 per share. All of the shares of
Common Stock acquired by Mr. Toll or the Toll Foundation referred to in this
paragraph are sometimes referred to herein collectively as the "Toll Shares."
ITEM 4. PURPOSE OF TRANSACTION.
BET and Mr. Toll have acquired the Notes, the Warrants and the Toll
Shares for investment purposes and intend to evaluate the performance of such
securities as an investment in the ordinary course of business.
(d) The Agreement provides that the holders of a majority of the
aggregate unpaid principal amount of the Notes can nominate one designee to the
Issuer's Board of Directors. BET, which currently holds all of the aggregate
unpaid principal amount of the Notes, nominated Mr. Toll, and on December 9,
1998 Mr. Toll was elected to the Issuer's Board of Directors.
Except as provided above, neither BET nor Mr. Toll has any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BET beneficially owns 639,281 shares of Common Stock, which
constitutes 8.5% of the Common Stock outstanding (based upon 6,901,359 shares of
Common Stock outstanding as reflected in the Issuer's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1998 and including as outstanding the
Conversion Shares). Mr. Toll beneficially owns 805,281 shares of Common Stock,
which constitutes 10.7% of the Common Stock outstanding (based upon 6,901,359
shares of Common Stock outstanding as reflected in the Issuer's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1998 and including as
outstanding the Conversion Shares). Such securities were acquired pursuant to
the transactions described in Item 3.
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SCHEDULE 13D
Cusip No. 96121E101 Page 5 of 6
(b) BET has sole voting power and power to dispose of the Conversion
Shares. Mr. Toll has sole voting power and power to dispose of the Conversion
Shares and the Toll Shares.
(c) See Item 3.
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SCHEDULE 13D
Cusip No. 96121E101 Page 6 of 6
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.
Dated: December 22, 1998
BET ASSOCIATES, L.P.
By: BRU LLC
Its General Partner
By:/s/ Bruce E. Toll
_________________
Bruce E. Toll
Member
/s/ Bruce E. Toll
_________________
Bruce E. Toll
