SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
SPECIALTY TELECONSTRUCTORS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
847519 10 9
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(CUSIP Number)
Michael R. Budagher
3702 Holland Ave., No. 2
Dallas, Texas 75219
(214) 219-1844
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 19, 1998
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(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.
(Continued on following pages)
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CUSIP No. 847519 10 9 13D Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MR. MICHAEL R. BUDAGHER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ---------------------------------------
8 SHARED VOTING POWER
2,155,000
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
2,155,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.4%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 847519 10 9 13D Page 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BUDAGHER FAMILY, LLC (FORMERLY BUDAGHER FAMILY LIMITED
PARTNERSHIP #1)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH ---------------------------------------
8 SHARED VOTING POWER
2,155,000
---------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------
10 SHARED DISPOSITIVE POWER
2,155,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.4%
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14 TYPE OF REPORTING PERSON
OO
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This Amendment No. 1 to Schedule 13D amends and restates the Statements on
Schedule 13D initially filed with the Securities and Exchange Commission on or
about September 30, 1996 (collectively, the "Schedule 13D"), by each of Michael
R. Budagher and Budagher Family, LLC (formerly Budagher Family Limited
Partnership #1) (collectively, the "Filing Parties"), with respect to the Common
Stock, $0.01 par value, of Specialty Teleconstructors, Inc. (the "Company").
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.01 par value ("Common Stock")
Specialty Teleconstructors, Inc.
12001 State Highway 14 North
Cedar Crest, New Mexico 87008
ITEM 2. IDENTITY AND BACKGROUND
(a) Name;
Mr. Michael R. Budagher; and
Budagher Family, LLC.
(b) Residence or business address;
The address of each of the Filing Parties is 3702
Holland Ave., No. 2, Dallas, Texas 75219.
(c) Present Principal Occupation;
Mr. Budagher is the Vice Chairman and Chief Operating Officer of
the Company, whose principal business address is 12001 State Highway 14 North,
Cedar Crest, New Mexico 87008. Budagher Family, LLC is a limited liability
company formed for the purpose of family investments, and its principal business
address is 3702 Holland Ave., No. 2, Dallas, Texas 75219.
(d) Convictions in Criminal Proceedings during the last 5
Years;
None of the Filing Parties has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last 5 years.
(e) Proceedings involving Federal or State Securities Laws;
None of the Filing Parties have been parties to any civil
proceeding as a result of which such person was subject to a judgment enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violations with respect to such laws.
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(f) Citizenship;
Mr. Budagher is a United States citizen and Budagher
Family, LLC is a limited liability company organized under the
laws of the State of Nevada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
All shares covered by this Schedule 13D were originally acquired by
the Filing Parties on April 1, 1981 from the Company in connection with the
formation of the Company.
ITEM 4. PURPOSE OF TRANSACTION
On June 19, 1998, Budagher Family, LLC sold 200,000 shares of
Common Stock in the open market in a transaction complying with Rule 144 under
the Securities Act of 1933, as amended, for a price per share of $37.50,
excluding brokerage commissions.
Mr. Budagher is the Vice Chairman of the Board of Directors and
Chief Operating Officer of the Company, and the general manager of Budagher
Family, LLC. Except for actions taken in the ordinary course as a stockholder,
board member or executive officer of the Company, none of the Filing Parties
currently has any plans or proposals which relate to or would result in (i) the
acquisition of additional securities of the Company, (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries, (iii) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries, (iv) any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board, (v) any material change in the present
capitalization or dividend policy of the Company, (vi) any other material change
in the Company's business or corporate structure, (vii) changes in the Company's
charter or bylaws or actions which may impede the acquisition of control of the
Company by any person, (viii) a class of securities of the Company being
delisted from a national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association, (ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, or (x) any actions similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a)
(1) Mr. Budagher may be deemed to beneficially own in
the aggregate 2,155,000 shares of the Common Stock of the
Company, representing approximately 14.4% of the outstanding
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shares of Common Stock. Of such shares, Mr. Budagher has sole voting and
dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 2,155,000 shares as a result of the
relationships described in paragraph (b)(1) below.
(2) Budagher Family, LLC may be deemed to beneficially own in the
aggregate 2,155,000 shares of the Common Stock of the Company, representing
approximately 14.4% of the outstanding shares of Common Stock. Of such
shares, Budagher Family, LLC has sole voting and dispositive power with
respect to no shares, and shared voting and dispositive power with respect
to 2,155,000 shares.
(b)
(1) All of the 2,155,000 shares of Common Stock for which Mr.
Budagher has shared voting and dispositive power are owned of record by
Budagher Family, LLC. Mr. Budagher serves as the general manager and
beneficially owns equity interests in Budagher Family, LLC and, accordingly,
may be deemed to beneficially own all or a portion of such shares.
(c) See Item 4.
(d) The right to receive dividends on, and proceeds from the sale of, the
shares of Common Stock held of record by Budagher Family, LLC is governed by the
limited liability company operating agreement of such entity.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
See Item 5(d).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Joint Filing Agreement, dated as of June 24,
1998, among Michael R. Budagher and Budagher
Family, LLC.
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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.
June 24, 1998 /S/ Michael R. Budagher
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Date Name: Michael R. Budagher
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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.
June 24, 1998 BUDAGHER FAMILY, LLC
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Date
By: /s/ Michael R. Budagher
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Name: Michael R. Budagher
Title:General Manager
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Exhibit Index
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Name of Exhibit Page Number
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99(a) Joint Filing Agreement, dated as of 10
June 24, 1998, among Michael R. Budagher
and Budagher Family, LLC.
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EXHIBIT 99(a)
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JOINT FILING AGREEMENT
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The undersigned, and each of them, do hereby agree and consent to
the filing of a single statement on behalf of all of them on Schedule 13D and
amendments thereto, in accordance with the provisions of Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended.
Dated: June 24, 1998
/s/ Michael R. Budagher
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Michael R. Budagher
BUDAGHER FAMILY, LLC
By: /s/ Michael R. Budagher
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Michael R. Budagher
General Manager
