SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Sections 13 or 15(d) of the
Securities Exchange Act of 1934
March 24, 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 (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
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)
701 Highlander Blvd., Suite 200
Arlington, Texas 76015
(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 1934,
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 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,
expected or projected. Such forward-looking statements reflect the current
views of the Company's management with respect to future events and are
subject to these 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 ended October 31, 1998.
ITEM 5. OTHER EVENTS.
Industry demand for communications towers and monopoles continues to
be extremely weak. In addition, despite certain recent events, including
the second amendment to the Credit Agreement dated November 12, 1997, among
the Company, BT Commercial Corporation and Bankers Trust Company, as
amended (the "Revolving Credit Facility"), the Company is currently
experiencing severe liquidity and administrative difficulties, which the
Company believes raise immediate and critical issues regarding its ability
to continue as a going concern.
Currently, the Company is not generating sufficient funds from
operations to satisfy working capital requirements. As of March 15, 1999,
the Company had approximately $1.0 million in availability under the terms
of the Revolving Credit Facility; provided, however, the Company would have
had no availability under the Revolving Credit Facility as of such date if
an affiliate of the Company had not provided a guaranty to the lenders
thereunder.
In addition, the Company is currently in default under certain
covenants of the Revolving Credit Facility. As a result of these defaults,
the lenders under the Revolving Credit Facility can elect to declare all
amounts of principal and accrued interest outstanding under the Revolving
Credit Facility immediately due and payable. Such lenders have not
accelerated these outstanding amounts. If such lenders so accelerate, the
Company will then be in default under the Indenture dated as of November
15, 1997 by and between the Company and Norwest Bank Minnesota, N.A. (the
"Indenture"). If such an event were to occur, there can be no assurance
that the Company can cure this default or that the trustee under the
Indenture will not accelerate the Company's outstanding indebtedness
(including accrued interest) under the Company's 9 7/8% Senior Subordinated
Notes due 2007 (the "Notes"). The Company will not have sufficient funds
to repay the outstanding indebtedness under the Revolving Credit Facility
or the Notes if any such indebtedness is accelerated.
The Company is currently seeking, and is currently engaged in
discussions regarding, alternative sources of financing and strategic
alternatives. The Company also has recently begun preliminary discussions
with representatives of an unofficial committee of noteholders concerning
the possible restructuring of the Company's capital structure. There is a
meeting scheduled for March 25, 1999 with this committee. There can be no
assurance that the Company will obtain financing from another source or
will enter into a strategic alternative or that the results of its
preliminary discussions will be successful. If the Company fails in the
very near future to resolve its critical liquidity issues, the Company
believes it will be unable to continue as a going concern. If the Company
is able to continue as a going concern, it may experience further severe
financial and operational difficulties, including (i) the inability to
generate sufficient working capital to fund operations, to respond to
customer demand, to increase its sales base, to satisfy the scheduled
interest payments under the Notes or to satisfy capital expenditure
requirements, (ii) the inability to fulfill current orders from customers,
(iii) being required to make price concessions, thereby resulting in
further gross profit deterioration in future periods, (iv) the erosion or
termination of the Company's relationships with its primary vendors,
thereby resulting in further gross profit deterioration in future periods,
(v) the inability to retain its remaining key personnel, and (vi) the
inability to fully realize the carrying value of certain assets, including
its deferred tax assets, deferred financing costs and capital equipment.
In addition to the liquidity difficulties, the Company is experiencing
administrative difficulties, including (i) the resignation of the Company's
vice president of finance (who was the Company's last officer) and the
Company's controller and (ii) the delay in performing certain essential
corporate functions, such as timely preparation of financial statements.
However, Leary, Masson & Associates continues to provide services based on
the directions of the Company's Board of Directors and continues to assist
the existing employees of the Company in managing the day-to-day
operations.
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: March 24, 1999 By: /S/JOHN C. BAKER
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John C. Baker, Director
Dated: March 24, 1999 By: /S/EDWARD W. SCOTT
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Edward W. Scott, Director
Dated: March 24, 1999 By: /S/LAWRENCE A. BETTINO
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Lawrence A. Bettino, Director
Dated: March 24, 1999 By: /S/ROY J. MOORE
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Roy J. Moore, Director