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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): SEPTEMBER 14, 1998
OMNIAMERICA, INC.
(formerly known as Specialty Teleconstructors, Inc.)
(Exact name of Registrant as specified in charter)
DELAWARE 1-13272 85-0421409
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
12001 STATE HIGHWAY 14 NORTH 87008
CEDAR CREST, NEW MEXICO (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (505) 281-2197
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ITEM 5. OTHER EVENTS.
On September 14, 1998, the reincorporation and name change of Specialty
Teleconstructors, Inc., a Nevada corporation ("Specialty"), was effected through
the merger (the "Merger") of Specialty with and into OmniAmerica, Inc., a
Delaware corporation and a wholly-owned subsidiary of Specialty ("OmniAmerica"),
with OmniAmerica being the surviving corporation. As a result of the Merger, the
name of Specialty has been changed to "OmniAmerica, Inc." and the state of
incorporation of Specialty has been changed to Delaware. Following the Merger,
the common stock, par value $.01 per share, of OmniAmerica will be identified by
CUSIP Number 68211J 10 0 and will trade on the Nasdaq Stock Market under the
symbol "XMIT."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated September 15, 1998.
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SIGNATURES
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.
OMNIAMERICA, INC.
(formerly known as
Specialty Teleconstructors, Inc.)
(Registrant)
Date: September 15, 1998 By: /s/ F. Howard Mandel
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F. Howard Mandel
Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release dated September 15, 1998.
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EXHIBIT 99.1
SPECIALTY TELECONSTRUCTORS RENAMED OMNIAMERICA
-NEW TICKER SYMBOL:XMIT-
-NEW NAME BETTER REFLECTS COMPANY'S WIDE RANGE OF CAPABILITIES-
ALBUQUERQUE, New Mexico, September 15, 1998 - Specialty Teleconstructors, Inc.
(Nasdaq: SCTR) today announced that it has changed its name to OmniAmerica,
Inc. and that it now trades on the Nasdaq Stock Market under a new ticker
symbol, XMIT. The Company was formed in April through the merger of Specialty
Teleconstructors, Inc. and OmniAmerica Holdings. At the time of the merger, it
was announced that the combined company would initially be known as Specialty
Teleconstructors and that it would trade under that company's ticker symbol,
but soon be renamed OmniAmerica.
The merger of OmniAmerica and Specialty Teleconstructors created a leading
full-service national transmission tower company, and the OmniAmerica name
better reflects the company's wide range of tower-related capabilities.
OmniAmerica's stated strategy is to accumulate owned and managed sites for its
own account through acquisition and utilization of its site acquisition and
construction resources, in addition to providing outside construction and site
implementation services to the wireless communications and broadcasting
industries.
A majority of the Company's shareholders have approved the name change, as well
as the Company's reincorporation in Delaware.
The matters discussed in this press release contain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements involve risks and uncertainties which
could cause actual results to differ materially from the forward-looking
information. Such risks and uncertainties include, but are not limited to, the
following possibilities: increasing competition for tower sites, increasing
difficulty in obtaining zoning and construction permits, difficulties in
integrating acquisitions, changes in regulatory requirements, changes in
telecommunications transmission technology, changes in outsourcing plans of
telecommunications transmission companies and factors inherent in tower
ownership and construction, such as the availability of experienced
construction crews and damage and delays caused by inclement weather. A
description of these factors, as well as other factors which could affect the
company's business, is set forth in filings by the company with the Securities
and Exchange Commission.
-more-
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OmniAmerica, Inc. owns, manages and develops multi-use telecommunications sites
for radio and television broadcasting, paging, cellular, PCS and other wireless
technologies; provides wireless infrastructure building and implementation
services primarily for providers of wireless communication services in the
United States; and manufactures and sells wireless infrastructure components
used in the construction and maintenance of wireless communication transmitting
and receiving facilities. The Company has 26 field offices nationwide with
corporate executive offices in Cedar Crest (Albuquerque), New Mexico,
Cleveland, Los Angeles and West Palm Beach, Florida. OmniAmerica owns, has
agreed to acquire or is currently constructing/developing for its own account a
total of approximately 800 towers.
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