SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant To Sections 13 or 15(d) of the
Securities Exchange Act of 1934
April 16, 1999
Date of Report (Date of Earliest Event Reported)
FWT, Inc.
(Exact Name of Registrant as Specified in Charter)
Texas 333-44273 75-1040743
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5750 East I-20
Fort Worth, Texas 76119
(Address and Zip Code of Principal Executive Offices)
(817) 255-3060
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
FORWARD-LOOKING STATEMENTS
This Form 8-K contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1933, as
amended. When used in this Form 8-K, words such as "anticipate," "believe,"
"estimate," "expect," "intend," "predict," "project," and similar expressions,
as they relate to FWT, Inc. ("FWT" or the "Company") or its management, identify
forward-looking statements. Such forward-looking statements are based on the
beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. Such statements are
subject to certain risks, uncertainties and assumptions, including the high
level of and restrictions imposed by debt, dependence on the wireless
communications industry, concentration of customers, ability to implement
management initiatives, including cost reductions, in a timely manner,
fluctuations in quarterly results, and competition. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, excepted
or projected. Such forward- looking statements reflect the current views of the
Company's management with respect to future events and are subject to those and
other risks, uncertainties and assumptions relating to the operations, results
of operations, growth strategy and liquidity of the Company. All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entity by this
paragraph. For more information regarding the risks, uncertainties and
assumptions, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Risk Factors" in the Company's Form 10-Q for the
quarterly period ending October 31, 1998.
ITEM 5. OTHER EVENTS
On April 16, 1999, the Company filed its voluntary petition (the
"Bankruptcy Petition") for bankruptcy protection under Chapter 11 of the United
States Bankruptcy Code in order to facilitate an orderly reorganization of the
Company's financial structure and enable the Company to emerge from bankruptcy
as a viable operating company. Prior to such filing, the Company was in
discussions with an unofficial committee of holders of the Company's $105
million of 9 7/8% Senior Subordinated Notes (the "Notes") concerning the
Company's financial condition and the need to reorganize the Company's debt
structure. The Company believes that it currently has adequate cash and working
capital in order to operate its business and meet its customers' orders.
By filing the Bankruptcy Petition, the Company hopes it will be able
to quickly negotiate a restructuring with the holders of the Notes as well as
the Company's other creditors. The Company continues its attempts to locate a
new secured lender to replace its current secured lenders. The Company believes
it has reached an agreement with Bankers Trust Company and BT Commercial
Corporation (the "Lenders") for the orderly repayment of all amounts owing under
the Credit Agreement dated as of November 12, 1997 (the "Facility") with such
parties. The current amount due under the Facility is approximately $1.22
million. This agreement with the Lenders is subject to execution of an agreed
order by the Company and the Lenders as well as approval by the bankruptcy court
of such an agreed order.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FWT, INC.
Dated: April 20, 1999 By: /s/ ROY J. MOORE
Roy J. Moore, Chief Executive Officer
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