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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
December 30, 1998
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.)
701 Highlander Blvd., Suite 200
Arlington, Texas 76015
(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)
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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 (the "Latest Form 10-Q").
ITEM 5. OTHER EVENTS.
Since the date of the Latest Form 10-Q, the Company has made
significant operational and managerial changes. First, on December 30, 1998 the
Company's Board of Directors (the "Board") terminated the employment of Douglas
A. Standley as the Company's President and Chief Executive Officer. Second, the
Board created an operating committee to manage the day-to-day operations of the
Company (the "Operating Committee"), and retained Leary, Masson & Associates to
assist the Operating Committee in performing its duties. The Operating Committee
is comprised of certain members of the Company's senior management and reports
directly to the Board. Third, in light of current industry conditions, the Board
approved the Operating Committee's plan to reduce significantly the Company's
overall expenses, including a significant reduction in the Company's workforce
(which took place on January 4, 1999). Specifically, on January 4, 1999, the
Company's workforce was reduced from 295 to 162 employees, which compares with
413 employees as of January 14, 1998. This reduction in workforce is expected to
reduce expenses by approximately $5.0 million annually. The Company has
identified and expects to achieve additional cost reductions of approximately
$6.0 million annually, which will result from certain operational decisions,
including a further reduction in additional administrative personnel and the
consolidation of administrative functions into an existing Company-owned
facility from an existing 16,000 square foot leased facility. Despite these
reductions in expenses and workforce, the Company believes that it will continue
to have the operating capacity to meet the level and nature of customer demand
that it experienced in calendar year 1998.
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As previously disclosed in the Company's Latest Form 10-Q, the Company
was in technical default under the terms of that certain Credit Agreement dated
November 12, 1997 among the Company, BT Commercial Corporation ("BTCC") and
Bankers Trust Company (as amended, the "Revolving Credit Facility"). This
technical default resulted from the Company's failure to maintain certain
financial covenants and ratios under the Revolving Credit Facility.
On January 6, 1999, the Company and BTCC reached an agreement, subject
to written documentation, pursuant to which BTCC agrees to waive this technical
default and further amend and restate the Revolving Credit Facility to provide
for (i) an extension of the maturity date to July 31, 2000, (ii) availability of
$15.0 million subject to borrowing base limitations and customary borrowing
conditions, (iii) a borrowing base of 85% of Eligible Accounts Receivable (as
defined under the Revolving Credit Facility) plus $3.0 million, and (iv) a
revision of the financial covenants to reflect the Company's new operating plan.
Considering the reductions in expenses and workforce discussed above, the
Company believes that this amendment to the Revolving Credit Facility will
enable the Company to have adequate working capital to achieve its operating
plan for calendar year 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FWT, Inc.
Dated: January 6, 1999 By: /s/ JOHN C. BAKER
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John C. Baker, Authorized Signatory