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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended April 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________to____________
Commission File Number 333-44273
FWT, INC.
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 75-1040743
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
701 HIGHLANDER BLVD., SUITE 200
ARLINGTON, TEXAS 76015
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
(817) 255-3060
(Telephone number, including area code, of Registrant's Principal Executive
Offices)
Securities registered pursuant to Section 12(b) of the Act: NONE
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
9 7/8% SENIOR SUBORDINATED NOTES DUE 2007
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
There were 136.14 shares of the registrant's common stock, par value $10.00
per share, outstanding as of August 26, 1998.
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This Amendment No. 1 to Form 10-K amends and supplements the annual report
on Form 10-K for the fiscal year ended April 30, 1998, filed with the Securities
and Exchange Commission (the "SEC") on July 29, 1998 (the "Form 10-K"), of FWT,
Inc., a Texas corporation ("FWT" or the "Company"). Capitalized terms used
herein shall have the meanings ascribed to such terms in the Form 10-K unless
otherwise defined herein.
The Form 10-K is hereby amended and supplemented as follows by amending and
restating Item 10 to the Form 10-K and by adding Item 11:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers, directors and key employees of the Company are as
follows:
NAME AGE POSITION
---- --- --------
Douglas A. Standley.................. 40 Director, President and chief Executive
Officer
William R. Estill.................... 49 Vice President of Finance and Secretary
John C. Baker........................ 48 Director
Lawrence A. Bettino.................. 37 Director
Roy J. Moore......................... 35 Director
Edward W. Scott...................... 35 Director
Douglas A. Standley joined the Company in November 1997 and has served as
President and Chief Executive Officer of the Company since March 19, 1998. From
November 1997 to March 19, 1998, Mr. Standley served as Chief Operations Officer
and President of the Fort Worth Division. For approximately one and a half years
prior to joining the Company, Mr. Standley was a director of Synergetics, an
international management consulting company that specializes in consulting with
manufacturing companies. Mr. Standley has been a business consultant for the
past 19 years, specializing in turnaround environments, business integration,
production planning and management and strategic implementation. Mr. Standley
holds a bachelor's degree in business management from the University of
California at Fullerton and professional certifications from the American
Production and Inventory Control Society, the American Society of Quality
Control and the Deming Institute.
William R. Estill joined the Company in January 1998 and, since that time,
has served as Vice President of Finance. Mr. Estill has also served as Secretary
of the Company since March 14, 1998. From May 1996 to November 1997, Mr. Estill
served as Chief Financial Officer of Bearcom, Inc., a privately-held distributor
of two-way radios. From April 1985 to May 1996, Mr. Estill served as Vice
President, Chief Financial Officer, Secretary and Treasurer of Sport Supply
Group, Inc., a New York Stock Exchange company. Mr. Estill was also a member of
the board of directors of Sport Supply Group, Inc. Mr. Estill holds a Bachelor
of Business Administration degree in Accounting from the University of Texas at
Arlington and passed the CPA exam in 1983.
John C. Baker became a director of the Company upon the consummation of the
Transactions on November 12, 1997. In September 1995, Mr. Baker co-founded Baker
Capital Corp. ("Baker Capital"), a private investment management firm focused on
investments in communications equipment, services and applications companies.
Previously, Mr. Baker spent fifteen years as an investment professional with
Patricof & Co. Ventures, a multinational private equity firm. Mr. Baker
currently serves on the board of directors of FORE Systems (a communications
switch manufacturer and vendor), Intermedia Communications Inc. (a competitive
local exchange company) and Resource Bancshares Mortgage Group. Mr. Baker holds
a Bachelor of Arts degree from Harvard College and received an MBA from the
Harvard Business School.
Lawrence A. Bettino became a director of the Company upon the consummation
of the Transactions on November 12, 1997. Since May 1996, Mr. Bettino has been
an officer of Baker Capital Partners, LLC ("Baker Partners"), which acts as the
general partner of Baker. In September 1995, Mr. Bettino co-founded Baker
Capital. From 1989 to 1996, Mr. Bettino was a General Partner of Dillon Read
Venture Capital. Mr. Bettino currently serves on the board of directors of
Virtual Resources, Inc. Mr. Bettino holds a Bachelor
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of Science degree from Renssalaer Polytechnic Institute and received an MBA from
the Harvard Business School.
Roy J. Moore became a director upon the consummation of the Transactions on
November 12, 1997 and served as Chief Executive Officer from that time until
March 19, 1998. From the time Mr. Moore joined the Company in 1991 until the
consummation of the Transactions, Mr. Moore served as Vice President of
Marketing and Sales. Prior to joining the Company, Mr. Moore was a Manager with
the MAC Group, a general management consulting firm. He worked on projects in
the computer and communications industries with companies such as AT&T,
Southwestern Bell, Bell Atlantic, Pacific Telesis, British Telecom and Apple
Computer. Mr. Moore holds a Bachelor of Administration degree in Accounting and
Finance from Texas Christian University with honors, and an MBA from the
University of Virginia, where he also graduated with honors.
Edward W. Scott became a director of the Company upon the consummation of
the Transactions on November 12, 1997. Since May 1996, Mr. Scott has been an
officer of Baker Partners, which acts as the general partner of Baker. In
September 1995, Mr. Scott co-founded Baker Capital. From 1991 until 1996, Mr.
Scott was employed as an investment professional by the Apollo Investment Fund.
Mr. Scott currently serves on the board of directors of Virtual Resources, Inc.
Mr. Scott holds a Bachelor of Arts degree from Columbia College and received an
MBA from the Harvard Business School.
SHAREHOLDERS' AGREEMENT
In connection with the Transactions, FWT Acquisition, Inc., Baker and the
Roll-over Shareholders entered into a shareholders' agreement dated as of
November 12, 1997 (the "Shareholders' Agreement") that provides, among other
things, that for so long as (the "Initial Period") either (i) Roy J. Moore is
chief executive officer of the Company or (ii) Roy J. Moore, Carl J. Moore and
Thomas F. Moore (collectively, the "Moores") collectively own not less than five
percent of the shares of Common Stock that were owned by FWT Acquisition, Inc.
and the Moores immediately following the Transactions, FWT Acquisition, Inc.
shall vote the shares of Common Stock held by it in favor of Roy J. Moore as a
director of the Company and a member of the Compensation Committee.
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ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation for each of the last three
Fiscal Years for the Chief Executive Officer and the four other most highly
compensated executive officers of the Company (the "named executive officers")
for services rendered to the Company. The Company has not granted any stock
options.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
FISCAL ---------------------
NAME AND POSITION YEAR SALARY($) BONUS($)
----------------- ------ --------- --------
Douglas A. Standley......................................... 1998 114,583(1) --
President and Chief Executive Officer
William R. Estill........................................... 1998 46,023(2) --
Vice President of Finance and Secretary
Roy J. Moore(3)............................................. 1998 200,000 202,943
Former President and Chief Executive Officer and Former 1997 200,000 --
Vice
President -- Marketing and Sales 1996 150,154 101,471
T. W. Moore(4).............................................. 1998 60,160 --
Former President 1997 112,800 650,000
1996 112,800 --
Thomas F. Moore(5).......................................... 1998 207,813 202,843
Former Vice President of Manufacturing 1997 200,000 --
1996 166,826 101,471
Carl R. Moore(6)............................................ 1998 200,000 202,943
Former Vice President and Secretary 1997 200,000 --
1996 166,826 101,471
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(1) Represents salary paid to Mr. Standley since his employment with the Company
began on November 14, 1997.
(2) Represents salary paid to Mr. Estill since his employment with the Company
began on January 12, 1998.
(3) Roy J. Moore served as President and Chief Executive Officer of the Company
from November 12, 1997 until March 19, 1998. Prior to that time, Mr. Moore
served as Vice President of Marketing and Sales of the Company.
(4) T. W. Moore served as President of the Company until November 12, 1997.
(5) Thomas F. Moore served as Vice President of Manufacturing of the Company
until February 27, 1998. The Company and Mr. Moore entered into a Voluntary
Retirement Agreement dated as of February 27, 1998 pursuant to which Mr.
Moore resigned from office as an executive officer of the Company and
voluntarily retired. See "Certain Relationships and Related
Transactions -- Voluntary Retirement Agreement."
(6) Carl R. Moore served as Vice President of the Company until April 3, 1998
and Secretary of the Company until March 14, 1998.
SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL SARS ASSUMED ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR TERM(1)
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION -------------------------------
NAME SARS GRANTED FISCAL YEAR ($/SH) DATE 5%($)(1) 10%($)(1)
---- ------------ --------------- ---------- ---------- ------------ -------------
Douglas A. Standley... (2) 28.6 (3) None 0(4) 0(4)
Roy J. Moore.......... (5) 71.4 (3) None 0(6) 0(6)
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(1) The amounts under the columns labeled "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the SEC and are not
intended to forecast future appreciation, if any, in the
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market value of the Common Stock. Such amounts are based on the assumption
that the named persons hold the stock appreciation rights (the "SARs") for
five years. The actual value of the SARs will vary in accordance with the
market value of the Common Stock. The market value per share of Common Stock
on the date of grant was determined on the basis of the price per share paid
by FWT Acquisition, Inc. in the Stock Purchase.
(2) The base number of shares of Common Stock is 2.7228. Under the Standley SAR
Agreement (as defined herein), upon Mr. Standley's election of payment, the
Company must pay Mr. Standley an amount (the "Standley Payment Amount")
equal to: (i) an amount equal to the product of (a) the Total Common Equity
Value and (b) the Multiplier Fraction, minus (ii) the Base Value. Under the
Standley SAR Agreement, "Total Common Equity Value" means the fair market
value of the total number of shares of Common Stock on a fully diluted basis
(on the date of determination), "Multiplier Fraction" means a fraction the
numerator of which is the base number of shares of Common Stock and the
denominator of which is the total number of shares of Common Stock on a
fully diluted basis (on the date of determination), and "Base Value" means
$45.0 million. See "-- Stock Appreciation Rights Agreements."
(3) The base value is $45.0 million.
(4) Assuming 5% and 10% annual rates of stock price appreciation, the Standley
Payment Amount would be negative and, thus, Mr. Standley's SARs would be
"out of the money." As a result of the assumed 5% and 10% annual rates of
stock price appreciation, the negative balance of the Standley Payment
Amount would be reduced by $248,653 and $549,459, respectively. See the
formula for the payment amount calculation under the Standley SAR Agreement
in (2) above.
(5) The base number of shares of Common Stock is 6.8071. Under the Moore SAR
Agreement (as defined herein), upon Mr. Moore's election of payment, the
Company must pay Mr. Moore an amount (the "Moore Payment Amount") equal to:
(i) an amount equal to the product of (a) the Total Common Equity Value and
(b) the Multiplier Fraction, minus (ii) the Base Value. Under the Moore SAR
Agreement, "Total Common Equity Value" means the fair market value of the
total number of shares of Common Stock on a fully diluted basis (on the date
of determination), "Multiplier Fraction" means a fraction the numerator of
which is the base number of shares of Common Stock and the denominator of
which is the total number of shares of Common Stock on a fully diluted basis
(on the date of determination), and "Base Value" means $45.0 million. See
"-- Stock Appreciation Rights Agreements."
(6) Assuming 5% and 10% annual rates of stock price appreciation, the Moore
Payment Amount would be negative and, thus, Mr. Moore's SARs would be "out
of the money." As a result of the assumed 5% and 10% annual rates of stock
price appreciation, the negative balance of the Moore Payment Amount would
be reduced by $621,643 and $1,373,668, respectively. See the formula for the
payment amount calculation under the Moore SAR Agreement in (5) above.
DIRECTOR COMPENSATION
All directors of the Company hold office for one year or until their death,
resignation or removal, or until their successors are duly elected and
qualified. Pursuant to the Shareholders' Agreement, however, for the Initial
Period, FWT Acquisition, Inc. shall vote the shares of Common Stock held by it
in favor of Roy J. Moore as a director of the Company. The Company pays no
annual or per meeting compensation to the directors of the Company. See
"Directors and Executive Officers of the Registrant -- Shareholders' Agreement."
EMPLOYMENT AGREEMENTS
The Company has entered into an agreement with Douglas A. Standley (the
"Standley Agreement") effective on November 14, 1997. The term of the Standley
Agreement will expire on December 31, 2000 (the "Expiration Date"). The Standley
Agreement will terminate before the Expiration Date upon his death, disability,
or termination for Cause (which is defined in the Standley Agreement as, among
other things,
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commission by the employee of a felony or embezzlement or fraudulent conduct by
the employee). Under the Standley Agreement, Mr. Standley will receive, among
other things, (i) an annual base salary of $250,000, (ii) an annual bonus of a
percentage of his annual base salary, which such percentage shall be based on
the extent to which the Company achieves or exceeds certain performance
thresholds (as set by the Compensation Committee), and (iii) other benefits as
described in the Standley Agreement. The Standley Agreement provides for
director and officer indemnification and insurance and contains non-competition
and confidentiality provisions.
The Company anticipates entering into an amended and restated employment
agreement with Mr. Standley to provide for, among other things, a longer term of
employment. The Company also anticipates entering into an employment agreement
with Mr. Estill, which will provide for, among other things, an annual base
salary of $150,000, an annual bonus of a percentage of his annual base salary
based on the Company achieving or exceeding certain performance thresholds (as
set by the Compensation Committee), and an employment term that expires on June
30, 2001.
In connection with the Transactions, the Company entered into employment
agreements (the "Employment Agreements") with each of the Roll-over
Shareholders. The terms of the Employment Agreements are substantially similar.
Each of the Employment Agreements commenced on November 12, 1997. The Company
and Thomas F. Moore have entered into the Voluntary Retirement Agreement,
pursuant to which Mr. Moore resigned from office as an executive officer of the
Company and voluntarily retired. See "Certain Relationships and Related
Transactions -- Voluntary Retirement Agreement."
The Employment Agreements with Roy J. Moore and Carl R. Moore provide for a
term of employment that will end on December 31, 2000 (the "Employment Period");
provided that the Employment Period will automatically terminate upon death,
disability, for Cause (which is defined in the Employment Agreements as, among
other things, commission by the employee of a felony or embezzlement or
fraudulent conduct by the employee) or for Good Reason (which is defined in the
Employment Agreements as, among other things, a change in the employee's title
or a material reduction in the nature of the employee's responsibilities). On
March 30, 1998, Roy J. Moore's employment with the Company was terminated. On
April 3, 1998, Carl R. Moore terminated his employment with the Company. Under
the Employment Agreements, as a result of such terminations, Roy J. Moore and
Carl R. Moore will each be entitled to receive for the remaining Employment
Periods of their respective Employment Agreements (i) an annual base salary of
$200,000, (ii) an annual bonus of a percentage of his annual base salary, which
such percentage shall be based on the extent to which the Company achieves or
exceeds certain performance thresholds (as set by the Compensation Committee),
and (iii) other benefits as described in the Employment Agreements. Each of the
Employment Agreements provides for director and officer indemnification and
insurance and contains non-competition and confidentiality provisions.
STOCK APPRECIATION RIGHTS AGREEMENTS
The Company and Mr. Standley entered into a stock appreciation rights
agreements (the "Standley SAR Agreement") effective as of November 14, 1997. The
Standley SAR Agreement provides for, among other things, the grant of a SAR
equivalent to 2.7228 shares of Common Stock and the right, at the option of Mr.
Standley, to receive the Standley Payment Amount from the Company upon or after
the occurrence of a Liquidity Event (which is defined in the Standley SAR
Agreement as, among other things, the completion by the Company of an initial
public offering of Common Stock, a situation in which FWT Acquisition, Inc.
ceases to hold more than 50% of the outstanding Common Stock, the sale or
transfer by the Company of substantially all of its assets, or a merger or
consolidation involving the Company in which the Company is not the surviving
entity). See the SAR Grants in Last Fiscal Year table above.
The Company anticipates entering into an amended and restated SAR agreement
with Mr. Standley to provide for, among other things, a decrease in the base
value of his SAR and the transferability of his SAR upon his death. The Company
also anticipates entering into a SAR agreement with Mr. Estill, the financial
terms of which are currently being negotiated.
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The Company and Roy J. Moore entered into a SAR Agreement as of November
14, 1997 (the "Moore SAR Agreement"). The Moore SAR Agreement provides for,
among other things, the grant of a SAR equivalent to 6.8071 shares of Common
Stock and the right, at the option of Mr. Moore, to receive the Moore Payment
Amount from the Company upon or after the occurrence of a Liquidity Event (which
is defined in the Moore SAR Agreement as, among other things, the completion by
the Company of an initial public offering of Common Stock, a situation in which
FWT Acquisition, Inc. ceases to hold more than 50% of the outstanding Common
Stock, the sale or transfer by the Company of substantially all of its assets,
or a merger or consolidation involving the Company in which the Company is not
the surviving entity). See the SAR Grants in Last Fiscal Year table above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised of Messrs. Bettino, Moore and Scott
and is responsible for establishing the compensation of the Company's directors,
officers and other managerial personnel, including salaries, bonuses,
termination agreements and other executive officer benefits as well as grants of
SARs. Mr. Moore served as President and Chief Executive Officer of the Company
from November 12, 1997 until March 19, 1998 and, prior to that time, as Vice
President of Marketing and Sales of the Company.
JOINT REPORT OF THE COMPENSATION COMMITTEE AND
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
AUGUST 26, 1998
GENERAL
Since November 12, 1997 (the date of the Transactions), the Compensation
Committee has been comprised of Messrs. Bettino, Moore and Scott. The
Compensation Committee is responsible for establishing the compensation of the
Company's directors, officers and other managerial personnel, including
salaries, bonuses, termination agreements and other executive officer benefits
as well as grants of SARs. In Fiscal Year 1998, the Board of Directors was
responsible for grants of SARs under the SAR Agreements.
Although the Board of Directors delegated certain responsibilities as
described above to the Compensation Committee, in determining compensation for
directors, officers and other managerial personnel for Fiscal Year 1998, the
Board of Directors as a whole either ratified the actions of the Compensation
Committee or acted directly with respect to such decisions. Since November 12,
1997, the Board of Directors has been comprised of Messrs. Baker, Bettino, Moore
and Scott. Mr. Standley was elected to the Board of Directors on April 28, 1998.
Mr. Standley abstained from all compensation decisions with respect to himself
for his service as President and Chief Executive Officer.
Compensation for the Company's management is based upon certain policies
designed to align management compensation with the Company's business strategy,
values and management initiatives. The Board of Directors desires to: (i) align
management's interests with investors' interests, (ii) motivate management to
achieve the highest level of performance, (iii) retain key personnel, and (iv)
attract the best candidates when positions are available. This strategy should
provide an overall level of compensation that is competitive within the market
in which the Company competes, as well as within a broader group of companies of
comparable size and complexity. Actual compensation levels may eventually be
greater than or less than the average competitive market levels based upon the
achievements of the Company as well as individual performance.
FISCAL YEAR 1998 COMPENSATION
Base Salary. The base salaries of executive officers are established in
consideration of the competitive market for executives of comparable levels at
companies of a comparable stage of development. In establishing base salaries
for the Company's executive officers, the Compensation Committee has relied on
its knowledge of the wireless communications infrastructure products industry,
the wireless communications industry and certain other related industries. The
Board of Directors caused the Company to enter into an
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employment agreement with Mr. Standley effective as of November 14, 1997, the
terms of which are described above under "-- Employment Agreements." This
employment agreement requires certain annual compensation to Mr. Standley, which
is included in the Summary Compensation Table set forth above. The Board of
Directors believes the annual compensation provided to each of the Company's
executive officers is commensurate with the responsibilities, experience and
individual performance of such executive officer. The Board of Directors
anticipates causing the Company to enter into an amended and restated employment
agreement with Mr. Standley to provide for, among other things, a longer term of
employment. The Board of Directors also anticipates causing the Company to enter
into an employment agreement with Mr. Estill to provide for, among other things,
an annual base salary of $150,000, an annual bonus of a percentage of his annual
base salary based on the Company achieving or exceeding certain performance
thresholds (as set by the Compensation Committee), and an employment term that
expires on June 30, 2001. The Board of Directors believes these agreements to be
necessary to ensure the continuation of management familiar with the Company.
Bonuses. The employment agreement of Mr. Standley provides for the payment
of bonuses if certain performance thresholds related to the results of
operations of the Company are achieved. Mr. Standley shall first be eligible for
a bonus after April 30, 1998.
Stock Appreciation Rights. The Board of Directors caused the Company to
enter into a SAR agreement with Mr. Standley effective as of November 14, 1997,
the terms of which are described in "-- Stock Appreciation Rights Agreements."
The Board of Directors anticipates causing the Company to enter into an amended
and restated SAR agreement with Mr. Standley to provide for, among other things,
a decrease in the base value of his SAR and the transferability of his SAR upon
his death. The Board of Directors also anticipates causing the Company to enter
into a SAR agreement with Mr. Estill, the financial terms of which are currently
being negotiated. The Board of Directors believes that these SAR agreements will
provide important incentives to enhance the financial performance of the Company
and encourage the continued creation of shareholder value. The SAR agreements
are also designed to enhance the Company's ability to attract and retain
qualified management and other personnel necessary for the success and progress
of the Company.
FISCAL YEAR 1998 COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Standley's base salary, bonus and grant of SARs were determined in
accordance with the same procedures and standards as for the other executive
officers of the Company.
COMPENSATION COMMITTEE BOARD OF DIRECTORS
Lawrence A. Bettino Lawrence A. Bettino
Edward W. Scott Edward W. Scott
Douglas A. Standley
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
Date: August 27, 1998
FWT, Inc.
By: /s/ DOUGLAS A. STANDLEY
----------------------------------
Name: Douglas A. Standley
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DOUGLAS A. STANDLEY President, Chief Executive August 27, 1998
- ----------------------------------------------------- Officer (principal executive
Douglas A. Standley officer), and Director
/s/ WILLIAM R. ESTILL Vice President of Finance August 27, 1998
- ----------------------------------------------------- (principal financial officer
William R. Estill and principal accounting
officer) and Secretary
Director August , 1998
- -----------------------------------------------------
John C. Baker
/s/ LAWRENCE A. BETTINO Director August 27, 1998
- -----------------------------------------------------
Lawrence A. Bettino
Director August , 1998
- -----------------------------------------------------
Roy J. Moore
/s/ EDWARD W. SCOTT Director August 27, 1998
- -----------------------------------------------------
Edward W. Scott
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