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): July 21, 1998
SPECIALTY TELECONSTRUCTORS, INC.
(Exact name of Registrant as specified in charter)
Nevada 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 4. Changes in Registrant's Certifying Accountant.
a. By unanimous written consent dated as of July 21, 1998, the Board of
Directors of Specialty Teleconstructors, Inc. (the "Registrant") engaged the
accounting firm of Ernst & Young LLP ("Ernst & Young") as its independent
accountants for the Registrant for its fiscal year ending June 30, 1998. The
engagement of KPMG Peat Marwick LLP ("KPMG"), which had theretofore served as
the Registrant's independent accountants, was terminated effective July 21,
1998.
b. In connection with the audits of the two fiscal years ended June 30,
1997 and 1996, and the subsequent interim period to the date hereof, there were
no disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
c. The audit reports of KPMG on the consolidated financial statements of
the Registrant and its subsidiaries as of and for the years ended June 30, 1997
and 1996, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
d. The Registrant has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission (the "SEC") as to whether it
agrees with the above statements. A copy of KPMG's letter to the SEC, dated as
of July 23, 1998, is filed as Exhibit 16.1 to this current report on Form 8-K.
e. On April 23, 1998, the Registrant consummated the transactions
contemplated by that certain Amended and Restated Agreement and Plan of Merger,
dated as of February 16, 1998 and amended and restated as of April 22, 1998 (the
"Merger Agreement"), among the Registrant, OAI Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Registrant ("Acquisition"),
OmniAmerica Holdings Corporation, a Delaware corporation ("Holdings"),
OmniAmerica, Inc., a Delaware corporation and wholly-owned subsidiary of
Holdings, Omni/HSW Acquisition, Inc., which, prior to its merger with and into
Holdings immediately prior to the Merger (as hereinafter defined) was a Delaware
corporation ("Omni/HSW"), and HMTF/Omni Partners, L.P., a Delaware limited
partnership. On April 23, 1998, (i) Omni/HSW was merged (the "HSW Merger") with
and into Holdings, with Holdings being the surviving corporation of the HSW
Merger and (ii) immediately thereafter, Acquisition was merged (the "Merger")
with and into Holdings, with Holdings being the surviving corporation of the
Merger and, as a result of the Merger, a wholly-owned subsidiary of Registrant.
On April 23, 1998, the Registrant filed a current report on Form 8- K with the
SEC to disclose the consummation of the transactions contemplated by the Merger
Agreement. Prior to the consummation of the above described transactions, Ernst
& Young had served as independent accountants to Holdings since its inception.
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter of KPMG Peat Marwick LLP to the SEC, dated as of July
23, 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.
SPECIALTY TELECONSTRUCTORS, INC.
(Registrant)
Date: July 24, 1998 By: /s/ F. Howard Mandel
F. Howard Mandel
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit Description Page
16.1 Letter of KPMG Peat Marwick LLP to the SEC,
dated as of July 23, 1998.
EXHIBIT 16.1
KPMG Peat Marwick LLP
Two Park Square, Suite 700
6565 Americas Parkway, NE
Albuquerque, New Mexico 87190
Telephone (505) 884-3939
July 23, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Specialty Teleconstructors, Inc.
and, under the date of August 29, 1997, we reported on the consolidated
financial statements of Specialty Teleconstructors, Inc. and subsidiaries as of
and for the years ended June 30, 1997 and 1996. On July 21, 1998, our
appointment as principal accountants was terminated. We have read Specialty
Teleconstructors, Inc.'s statements included under Item 4 of its Form 8-K dated
July 21, 1998, and we agree with such statements, except we are not in a
position to agree or disagree with Specialty Teleconstructors, Inc.'s statement
that Ernst & Young had served as independent accountants to OmniAmerica Holdings
Corporation since its inception.
Very truly yours,
/s/ KPMG Peat Marwick LLP
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