Tejas Securities Group, Inc., of which Robert A. Shuey III was formerly
Managing Director of Capital Markets, was the lead underwriter in connection
with the Company's initial public offering in October 1997 of 1,380,000 units
(including units issued upon exercise of the underwriters' overallotment
option), each unit consisting of one share of Common Stock and one warrant to
purchase a share of Common Stock. The units were issued at a price to the
public of $7.50. The underwriters received underwriting discounts and
commissions of $.75 per unit. In addition, the Company paid the managing
underwriters, including Tejas Securities Group, Inc., a 2% nonaccountable
expense allowance and issued underwriters' warrants exercisable for four years
to purchase 120,000 units at 120% of the public offering price.
On October 28, 1997, the Company acquired all of the issued and outstanding
stock of WTC Holding Inc. ("WTC"), which holds all of the issued and
outstanding shares of Western Telecom Construction Ltd., in exchange for
835,000 shares of the Company's Common Stock. WTC was owned by Peter Jeffrey.
Approximately $555,437 of the proceeds of the Company's initial public
offering were used to repay amounts due to Calvin J. Payne and his spouse, a
corporation controlled by S. Roy Jeffrey and another individual. The amount
due to Mr. Payne and his spouse arose when amounts were distributed to them by
the Company for tax planning purposes and then loaned back to the Company in
1993. The amount due to the corporation controlled by S. Roy Jeffrey was
loaned to the Company to assist the Company in purchasing land in 1993.
Prior to the Company's initial public offering, the Company paid Westower
Consulting, an enterprise under control of the Company, for services provided.
Charges for these services were approximately $126,000 in Fiscal Year 1998 and
$94,000 in Fiscal Year 1997. Amounts due to Westower Consulting were $39,000
at February 28, 1998. No charges were incurred for such services following the
Company's initial public offering.
During January 1998, the Company advanced $119,000 to a corporation owned by
Messrs. Calvin J. Payne, S. Roy Jeffrey, Peter Jeffrey and Peter Lucas.
Proceeds were used by the borrowing corporation to purchase facilities leased
by one of the Company's newly acquired subsidiaries. The advances were
unsecured, bore no interest and were repaid in full in May 1998.
The Company acquired MJA Communications on May 29, 1998 in exchange for
397,023 shares of Common Stock of the Company. Michael J. Anderson and his
wife were the principal shareholders of MJA Communications, holding 85% of the
outstanding stock. In connection with the acquisition, the Company entered
into an employment agreement with Mr. Anderson for a three year term ending in
May 2001. Pursuant to the terms of that employment agreement, Mr. Anderson was
elected Senior Vice President of the Company and Chairman and Chief Executive
Officer of MJA Communications. Mr. Anderson is paid a base salary of $150,000
per year and participates in the Company's bonus pool and stock option plans.
Mr. Anderson also entered into a Registration Rights Agreement with the
Company allowing him to require the Company to register the shares of Common
Stock issued in connection with the acquisition of MJA Communications in
certain events.
On June 1, 1998 the Company issued $15,000,000 aggregate principal amount of
7% Convertible Senior Subordinated Notes due April 30, 2007 and warrants to
purchase 40,000 shares of Common Stock to BET Associates, L.P., of which the
general partner is an entity controlled by Bruce E. Toll. Leonard M.
Tannenbaum is a limited partner of BET Associates, L.P. The purchase price for
such notes and warrants was $14,850,000. The notes are convertible into shares
of Common Stock at $25.03 per share, subject to adjustment in certain events,
and the warrants are exercisable at a price of $23.00 per share, subject to
adjustment in certain events.
16
The Company acquired Cord on August 31, 1998, in exchange for $5,000,000 in
cash and 217,387 shares of the Company's Common Stock. Up to an additional
347,826 shares of Common Stock may be issued based on the results of Cord for
the 12 months ending August 31, 1999. Seth A. Buechley owned approximately 33%
of the stock of Cord. In connection with the acquisition of Cord, the Company
entered into an employment agreement with Mr. Buechley for a two year term
ending in August 2000. Pursuant to the terms of that employment agreement, Mr.
Buechley has been elected Vice President of the Company and Senior Vice
President of Cord. Mr. Buechley is paid a base salary of $120,000 per year and
participates in the Company's bonus pool and stock option plans. Mr. Buechley
also entered into a Registration Rights Agreement with the Company allowing
him to require the Company to register the shares of Common Stock issued in
connection with the acquisition of Cord in certain events.
The Company acquired Standby Services, Inc. ("Standby") on August 31, 1998,
in exchange for 543,590 shares of the Company's Common Stock. Tom T.
Cunningham owned 100% of the stock of Standby. In connection with the
acquisition of Standby, the Company entered into an employment agreement with
Mr. Cunningham for a three year term ending in August 2001. Mr. Cunningham is
Chief Executive Officer of Standby and is paid a base salary of $150,000 per
year and participates in the Company's bonus pool and stock option plans. Mr.
Cunningham also entered into a Registration Rights Agreement with the Company
allowing him to require the Company to register the shares of Common Stock
issued in connection with the acquisition of Standby in certain events.
OTHER BUSINESS
The Board of Directors does not intend to present any business other than as
stated herein to the Annual Meeting. If any other matter is properly presented
to the Annual Meeting, the persons named in the accompanying proxy will have
discretionary authority to vote proxies with respect to such matter in
accordance with their best judgment.
INDEPENDENT ACCOUNTANTS
Moss Adams LLP, independent auditors, audited the consolidated financial
statements of the Company for the 1998 Fiscal Year. No representatives of Moss
Adams LLP are expected to attend the Annual Meeting.
PricewaterhouseCoopers LLP, independent accountants, audited the
consolidated financial statements of the Company for the Transition Period.
Representatives of PricewaterhouseCoopers LLP are expected to attend the
Annual Meeting. They will have the opportunity to make a statement, if they
desire to do so, and are expected to be available to respond to appropriate
questions.
DEADLINE FOR SHAREHOLDER PROPOSALS FOR
THE 2000 ANNUAL MEETING
In order to receive consideration for inclusion in the proxy materials for
the 2000 annual meeting, the Company must receive any proposal which a
shareholder wishes to submit at the 2000 annual meeting of shareholders by
October 18, 1999.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16 of the Exchange Act requires the Company's officers, directors,
and holders of 10% or more of its outstanding Common Stock to file certain
reports with the Securities and Exchange Commission. With reference to
transactions during the last fiscal year, to the Company's knowledge, based
solely on review of the
17
copies of such reports furnished to the Company, the Company believes that the
following persons failed to file on a timely basis the following reports
required by Section 16(a) of the Exchange Act. In connection with their
election to the Board in November 1997, Messrs. Erickson and Shuey each
received options to purchase 10,000 shares of Common Stock. Neither gentleman
filed a Form 3 within 10 days of his election or a Form 4 to report such
transaction. In addition, neither gentleman has reported such matters on a
Form 5 for the last fiscal year. In connection with his election to the Board
in January 1998, Mr. Harris received options to purchase 10,000 shares of
Common Stock. Mr. Harris did not file a Form 3 within 10 days of his election
or a Form 4 to report such transaction. In addition, Mr. Harris did not report
such matters on a Form 5 for the last fiscal year. In connection with his
election to the Board in August 1998, Mr. Buechley failed to file a Form 3
within 10 days of his election. Bruce E. Toll failed to file a Form 4 on
timely basis in connection with his purchase of 1,000 shares of Common Stock
in August 1998. Except as otherwise stated herein, to the Company's best
knowledge, based solely on information provided to it by the reporting
individuals, all of the reports required to be filed by these individuals have
been filed.
By Order of the Board of Directors
/s/Peter Lucas
Peter Lucas
Secretary
18
Westower Corporation
ANNUAL MEETING OF SHAREHOLDERS--MARCH 10, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Calvin J. Payne, S. Roy Jeffrey and Peter Lucas,
or any of them, acting alone, the proxies of the undersigned, with full powers
of substitution (the "Proxies"), to attend and act as proxy or proxies of the
undersigned at the Annual Meeting of Shareholders of Westower Corporation (the
"Company") to be held at the Rittenhouse Hotel, 210 West Rittenhouse Square,
Philadelphia, Pennsylvania 19103 on March 10, 1999, at 10:00 a.m. or any
adjournment thereof, and to vote as specified herein the number of shares which
the undersigned, if personally present, would be entitled to vote.
(Continued and to be signed on the reverse side.)
A [X] Please mark
your votes as DO NOT PRINT IN THIS AREA
in this example.
--------------------------------------------------------------------------------
FOR the nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for
to the contrary) all nominees
1. Election of Nominees: Michael J. Anderson
Directors [_] [_] Seth A. Buechley
Ronald P. Erickson
Donald A. Harris
S. Roy Jeffrey
Peter Lucas
Calvin J. Payne
Robert A. Shuey, III
Leonard M. Tannenbaum
Bruce E. Toll
INSTRUCTIONS: To withhold authority to vote
for any individual nominee, strike such
nominee's name from the list at the right.
DO NOT PRINT
IN THIS AREA
FOR AGAINST ABSTAIN
2. Proposal to Amend the Articles of
Incorporation, increasing the shares that [_] [_] [_]
the Company is authorized to issue from
10,000,000 shares of Common Stock
to 25,000,000 shares of Common Stock.
3. Proposal to Approve the Company's 1998
Stock Incentive Compensation Plan. [_] [_] [_]
4. Proposal to Ratify the Appointment of
PricewaterhouseCoopers LLP as the [_] [_] [_]
Company's Independent Accountants for
the Fiscal Year Ending September 30, 1999.
5. Other business. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the Annual Meeting and
any and all adjournments thereof.
This Proxy, when properly executed, will be voted as directed by the
shareholder. If no such directions are indicated, the Proxies will have
authority to vote "FOR" the director nominees, "FOR" the amendment of the
Company's Articles of Incorporation, "FOR" Approval of the Company's 1998 Stock
Incentive Compensation Plan and "FOR" the ratification of PricewaterhouseCoopers
LLP as the Independent Accountants of the Company.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
___________________ Date: ____, 1999 _________________________ Date: ____, 1999
Signature Signature if held jointly
NOTE: Please sign exactly as name or names appear on this Proxy. If stock is
held jointly, each holder must sign. If signing as attorney, trustee,
executor, administrator, custodian or corporate officer, please give full
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