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CUSIP NO. 847517 10 9 13D Page 1 of 8 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __ )*
SPECIALTY TELECONSTRUCTORS, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
847517 10 9
(CUSIP Number)
FRANK D. LACKEY
15800 SONOMA COURT
EDMOND, OKLAHOMA 73013
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MAY 14, 1997
(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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(CONTINUED ON FOLLOWING PAGE(S))
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1. NAME OF REPORTING PERSON
Frank D. Lackey
S.S. or I.R.S. IDENTIFICATION NO. --
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
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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
United States
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED 8. SHARED VOTING POWER 268,000
AS OF
MAY 14, 1997 -------------------------------------------------------
BY EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON -------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER 268,000
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.2%
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14. TYPE OF REPORTING PERSON *
IN
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1. NAME OF REPORTING PERSON
Jo LaVern Lackey
S.S. or I.R.S. IDENTIFICATION NO. --
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
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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
United States
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NUMBER OF 7. SOLE VOTING POWER 132,000
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED 8. SHARED VOTING POWER 268,000
AS OF
MAY 14, 1997 -------------------------------------------------------
BY EACH 9. SOLE DISPOSITIVE POWER 132,000
REPORTING
PERSON -------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER 268,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.8%
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14. TYPE OF REPORTING PERSON *
IN
Item 1. SECURITY AND ISSUER.
Common Stock, par value $.01 per share, of Specialty
Teleconstructors, Inc. (the "Issuer"), the principal executive offices of
which are located at 12001 State Highway 14 North, Cedar Crest, New Mexico
87008
Item 2. IDENTITY AND BACKGROUND.
(a)-(f) This statement is filed jointly by Frank D. Lackey, in his
individual capacity and as Co-Trustee of the Frank D. Lackey Revocable Trust
and the Jo LaVern Lackey Revocable Trust, and by Jo LaVern Lackey, in her
individual capacity, and in her capacity as Co-Trustee of the Jo LaVern
Lackey Revocable Trust and the Frank D. Lackey Revocable Trust, and as the
Trustee of the Jay Christopher Lackey Irrevocable Trust (the "Reporting
Persons"), each of whom reside at 15800 Sonoma Court, Edmond, Oklahoma 73013.
The filing of this statement shall not be deemed to be an admission that the
Reporting Persons comprise a "group" within the meaning of Section 13 (d) (3)
of the Securities Exchange Act of 1934, as amended. During the last five
years, neither of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) nor has
either of the Reporting Persons been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
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. Each of the Reporting Persons is a citizen of the
United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 14, 1997, pursuant to a certain Agreement and Plan of Merger
("Merger Agreement") among Novak & Lackey Construction Co., Inc. ("Novack &
Lackey"), each of the Shareholders of Novack & Lackey Construction Co., Inc.,
Speciality Teleconstructors, Inc. ("Issuer"), and N&L Acquisition, Inc.
("N&L"), the shareholders of Novak & Lackey agreed to merge with Issuer. In
return for such agreement to merge, the shareholders of Novak & Lackey
received one hundred and sixty (160) shares of Common Stock, par value $.01
per share, of the Issuer in exchange for each share of Novak & Lackey Common
Stock, par value $1.00 per share. Pursuant to the Merger Agreement, the
Reporting Persons exchanged all of the 2,500 outstanding shares of Novak &
Lackey owned by them for a total of 400,000
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shares of the Issuer's Common Stock.
Item 4. PURPOSE OF TRANSACTION.
Except for the appointment of Frank D. Lackey to a position on
Issuer's Board of Directors, neither of the Reporting Persons has any present
plans or proposals which result to or would result in any of the actions or
events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Frank D. Lackey beneficially owns 268,000 shares of the Issuer's
Common Stock, representing 5.2% of the class. The number of shares
beneficially owned by Mr. Lackey includes 252,000 shares owned by Mr.
Lackey as Co-Trustee for the Frank D. Lackey Revocable Trust and
16,000 shares owned by the Jo LaVern Lackey Revocable Trust of which
Mr. Lackey is Co-Trustee. Jo LaVern Lackey beneficially owns 400,000
shares of the Issuer's Common Stock, representing 7.8% of the class.
The number of shares beneficially owned by Mrs. Lackey includes 16,000
shares beneficially owned by Mrs. Lackey as Co-Trustee of the Jo
LaVern Lackey Revocable Trust, 252,000 shares beneficially owned by
Mrs. Lackey as Co-Trustee of the Frank D. Lackey Revocable Trust, and
132,000 shares beneficially owned by Mrs. Lackey as Trustee of the Jay
Christopher Lackey Irrevocable Trust.
(b) Of the shares of Common Stock beneficially owned by Mr. Lackey, Mr.
Lackey has the shared power, with Mrs. Lackey, to vote, or to direct
the vote of, and to dispose, or to direct the disposition of 268,000
shares and the sole power to vote, or to direct the vote of, and to
dispose, or to direct the disposition of 0 shares. Of the shares of
Common Stock beneficially owned by Mrs. Lackey, Mrs. Lackey has the
shared power, with Mr. Lackey, to vote, or to direct the vote of, and
to dispose, or to direct the disposition of 268,000 shares and the
sole power to vote, or to direct the vote of, and to dispose, or to
direct the disposition of 132,000 shares.
(c) Except for shares of Common Stock issued as a result of the merger
discussed in Item 3 above neither of the Reporting Persons have
effected a transaction in the Common Stock of the Issuer during the
past sixty days.
(d) Not Applicable.
(e) Not Applicable.
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Item 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
Under the terms of the Merger Agreement, Reporting Persons are
restricted in their ability to sell, pledge, transfer or otherwise
dispose of Issuer's shares of Common Stock received in the Merger
until such time as Issuer has published consolidated financial results
that cover at least thirty (30) days of combined post-merger
operations of Issuer and N&L. This restriction is in addition to
restrictions on transfer as a result of the fact that the Common Stock
received in the Merger has not been registered under the Securities
Act of 1933 ("Securities Act") In addition, Reporting Persons have a
right to have one hundred thousand (100,000) of the shares of Common
Stock registered under the Securities Act on a Form S-3 no later than
forty-five (45) days after the closing of the Merger to permit public
sales in non-underwritten transactions for a period of six (6) months,
which may be extended by Reporting Persons to May 14, 1998.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement relating to the joint filing of Statement on Schedule
13D dated May 23, 1997 as required by Rule 13d-1(f).
2. Agreement and Plan of Merger among Novak & Lackey Construction
Co., Inc. ("Novak & Lackey"), each of the Shareholders of Novak &
Lackey Construction Co., Inc., Speciality Teleconstructors, Inc.
("Issuer"), and N&L Acquisition, Inc. ("N&L"). Incorporated by
reference to Exhibit 10.1 to Form-10QSB for the quarter ending
March 31, 1997 of Issuer.
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.
May 23, 1997
/S/ Frank D. Lackey
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Frank D. Lackey
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/S/ Jo LaVern Lackey
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Jo LaVern Lackey
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Statement on Schedule 13D, dated
May 23, 1997 is being filed with the Securities and Exchange Commission on
behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: May 23, 1997
/S/ Frank D. Lackey
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Frank D. Lackey
/S/ Jo LaVern Lackey
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Jo LaVern Lackey
