SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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 1-6016
ALLEN TELECOM INC.
(formerly The Allen Group Inc.)
(Exact name of registrant as specified in its charter)
Delaware 38-0290950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 765-
5818
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned thereunto duly
authorized.
ALLEN TELECOM INC.
(Registrant)
Dated: April 29, 1997 By: _/s/ McDara P. Folan, III____
McDara P. Folan, III
Vice President, Secretary and
General Counsel
Page 1 of 39 pages.
Exhibit Index is located on page 6.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a)(1) Financial Statements of the Registrant
The Consolidated Financial Statements of the Registrant listed
below, together with the Report of Independent Accountants,
dated February 17, 1997, are incorporated herein by reference
to pages 12 to 27 of the Registrant's 1996 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this
Report.
Consolidated Statements of Income for the Years Ended
December 31, 1996, 1995 and 1994
Consolidated Balance Sheets at December 31, 1996 and
1995
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedules
The following additional information should be read in
conjunction with the Consolidated Financial Statements of the
Registrant described in Item 14(a)(1) above:
Financial Statement Schedules of the Registrant
Report of Independent Accountants, on page 4 of this
Report, relating to the financial statement schedule
Valuation and Qualifying Accounts Schedule, on page 5
of this Report
Schedules other than the schedule listed above are omitted
because they are not required or are not applicable, or
because the information is furnished elsewhere in the
financial statements or the notes thereto.
(3) Exhibits*
The information required by this Item relating to Exhibits to
this Report is included in the Exhibit Index on pages 6 to 16
hereof.
(b) Reports on Form 8-K
The Company filed a Form 8-K Current Report dated April 17,
1997, in which it reported under Item 9 - "Sales of Equity
Securities Pursuant to Regulation S," that it had acquired,
through its wholly owned French subsidiary, Allen Telecom
(France), S.A., 62% of the outstanding capital of Telia. The
remaining shares of Telia are subject to put and call options,
which provide for a purchase price based upon future operating
results.
As part of the acquisition, the sellers received a total of
28,375 shares of common stock, par value $1.00 per share, of
Allen Telecom Inc. (the "Shares"), which represented about 20%
of the purchase price. The Shares were issued pursuant to
Regulation S, promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The
remaining purchase price was paid in cash.
*A copy of any of the Exhibits to this Report will be furnished
to persons who request a copy upon the payment of a fee of $.25
per page to cover the Company's duplication and handling
expenses.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Allen Telecom Inc.:
Our report on the consolidated financial statements of Allen
Telecom Inc. has been incorporated by reference in this Annual
Report on Form 10-K from page 27 of the 1996 Annual Report to
Stockholders of Allen Telecom Inc. In connection with our audits
of such financial statements, we have also audited the related
financial statement schedule listed in the Index on page 13 of
this Form 10-K Annual Report.
In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
February 17, 1997
ALLEN TELECOM INC.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1996
(Amounts in Thousands)
Column A Column B Column C Column D Column E
Balance Additions Balance
at Charged to Charged Deductions at End
Beginning Costs and to Other from of
Description of Period Expenses Accounts Reserves Period
Allowance for doubtful accounts:
1996 $ 1,232 825 - 447(1) $1,610
1995 $ 1,684 592 - 1,044(1)(2) $1,232
1994 $ 1,270 417 - 3(1) $1,684
(1) Represents the write-off of uncollectible accounts, less recoveries.
(2) Includes the elimination of related balances for its Truck Products Business
spun off in 1995.
EXHIBIT INDEX
Exhibit Numbers Pages
(3) Certificate of Incorporation and By Laws -
(a) Restated Certificate of Incorporation
(filed as Exhibit Number 3(a) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1984
(Commission file number 1-6016) and
incorporated herein by reference)............. -
(b) Certificate of Designations, Powers,
Preferences and Rights of the $1.75
Convertible Exchangeable Preferred Stock,
Series A (filed as Exhibit Number
3(b) to Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1986 (Commission file
number 1-6016) and incorporated
herein by reference).......................... -
(c) Certificate of Amendment of Restated
Certificate of Incorporation (filed as
Exhibit Number 3(c) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission
file number 1-6016) and incorporated
herein by reference) ......................... -
(d) Certificate of Designations, Powers,
Preferences and Rights of the Variable
Rate Preferred Stock, Series A (filed
as Exhibit Number 3(d) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(e) Certificate of Designation, Preferences
and Rights of Series B Junior Participating
Preferred Stock (filed as Exhibit Number 3(e)
to Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1987
(Commission file number 1-6016) and
incorporated herein by reference) ............. -
(f) Certificate Eliminating Variable Rate
Preferred Stock, Series A (filed as Exhibit
Number 3(f) to Registrant's Form 10-K
Annual Report for the fiscal year ended
December 31, 1989 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(g) Certificate of Amendment of Restated
Certificate of Incorporation (filed as
Exhibit Number 3(g) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission
file number 1-6016) and incorporated
herein by reference) ......................... -
(h) Certificate Eliminating $1.75 Convertible
Exchangeable Preferred Stock, Series A
(filed as Exhibit Number 3(h) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1993
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(i) Certificate of Ownership and Merger Merging
Allen Telecom Group, Inc. into The Allen
Group Inc. ................................... *
(j) By-Laws, as amended through September 10,
1992 (filed as Exhibit Number 3(g) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1992
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(4) Instruments defining the rights of security holders -
(a) Rights Agreement, dated as of January 7,
1988, between the Registrant and Manufacturers
Hanover Trust Company (filed as Exhibit
Number 4 to Registrant's Form 8-K Current
Report dated January 7, 1988 (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(b) Amended and Restated Credit
Agreement, dated
as of November 11, 1996, among the Registrant,
MARTA Technologies, Inc., the Banks
signatories thereto, and Bank of Montreal,
as agent (filed as Exhibit Number 4 to
Registrant's Form 10-Q Quarterly Report for
the quarterly period ended September 30,
1996 (Commission file number 1-6016) and
incorporated herein by reference.............. -
Additional information concerning Registrant's
long-term debt is set forth in Note 2,
"Financing," of the Notes to Consolidated
Financial Statements on page 17 of
Registrant's 1996 Annual Report to
Stockholders, a copy of which is filed as
Exhibit 13 to this Report. Other than the
Credit Agreement referred to above, no
instrument defining the rights of holders
of such long-term debt relates to securities
having an aggregate principal amount in
excess of 10% of the consolidated assets
of Registrant and its subsidiaries; therefore,
in accordance with paragraph (iii) of Item 4
of Item 601(b) of Regulation S-K, the
other instruments defining the rights of
holders of long-term debt are not filed
herewith. Registrant hereby agrees to
furnish a copy of any such other instrument
to the Securities and Exchange Commission
upon request.
(10) Material contracts (Other than Exhibit 10(a), all
of the exhibits listed as material contracts
hereunder are management contracts or compensatory
plans or arrangements required to be filed as
exhibits to this Report pursuant to Item 14(c)
of this Report.)
(a) Contribution Agreement, dated September 29,
1995, between Registrant and TransPro, Inc.
(filed as Exhibit Number 2.1 to Registrant's
Form 8-K dated October 12, 1995) (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(b) Allen Telecom Inc. 1982 Stock Plan, as amended
through November 3, 1987 (filed as Exhibit Number
10(c) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1987
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(c) Amendment, dated as of December 4, 1990, to
the Allen Telecom Inc. 1982 Stock Plan, as
amended (filed as Exhibit Number 10(d) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1990
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(d) Amendment, dated as of June 14, 1995, to
the Allen Telecom Inc. 1982 Stock Plan,
as amended (filed as Exhibit Number 10.1
to Registrant's Form 10-Q Quarterly
Report for the quarterly period ended
June 30, 1995 (Commission file number 1-6016)
and incorporated herein by reference) ........ -
(e) Amendment, dated as of February 28, 1997,
to the Allen Telecom Inc. 1982 Stock Plan,
as amended .................................. *
(f) Form of Restricted Stock Agreement pursuant
to the Allen Telecom Inc. 1982 Stock Plan,
as amended (filed as Exhibit Number 10(e)
to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(g) Allen Telecom Inc. 1992 Stock Plan (filed as
Exhibit Number 10(f) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference).. -
(h) Amendment to the Allen Telecom Inc. 1992
Stock Plan, dated September 13, 1994 (filed
as Exhibit Number 10 to the Registrant's
Form 10-Q Quarterly Report for the quarterly
period ended September 30, 1994 (Commission
file number 1-6016) and incorporated herein by
reference) ................................... -
(i) Second Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated February 23, 1994
(filed as Exhibit Number 10(h) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(j) Third Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated February 23, 1994
(filed as Exhibit Number 10(i) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein
by reference) ................................ -
(k) Fourth Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated as of June 14, 1995
(filed as Exhibit Number 10.2 to Registrant's
Form 10-Q Quarterly Report for the quarterly
period ended June 30, 1995 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(l) Fifth Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated as of February 28,
1997 ......................................... *
(m) Form of Restricted Stock Agreement pursuant
to Allen Telecom Inc. 1992 Stock Plan
(Salary Increase Deferral), dated November
30, 1993, entered into by the Registrant
with certain executive and divisional
officers (filed as Exhibit Number 10(g) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1993
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(n) Form of Restricted Stock Agreement pursuant
to Allen Telecom Inc. 1992 Stock Plan (Salary
Increase Deferral), dated April 28, 1992,
entered into by the Registrant with certain
executive and divisional officers (filed as
Exhibit Number 10(g) to Registrant's Form 10-K
Annual Report for the fiscal year ended
December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference).. -
(o) Amendment to Restricted Stock Agreements
pursuant to 1992 Stock Plan (Salary Increase
Deferral), dated February 22, 1995 (filed as
Exhibit Number 10(l) to Registrant's Form
10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(p) Form of Non-Qualified Option to Purchase Stock
granted to certain directors of the Registrant
on September 12, 1989 (filed as Exhibit Number
10(e) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1989
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(q) Form of Non-Qualified Option to Purchase Stock
granted to certain directors of the Registrant
on February 19, 1997 ......................... *
(r) Allen Telecom Inc. 1994 Non-Employee Directors
Stock Option Plan (filed as Exhibit A to
Registrant's Proxy Statement dated March 17,
1994 (Commission file number 1-6016) and
incorporated herein by reference) ............ -
(s) First Amendment to the Allen Telecom Inc.
1994 Non-Employee Directors Stock Option Plan *
(t) Form of Non-Qualified Option to Purchase Stock
pursuant to the Allen Telecom Inc. 1994
Non-Employee Directors Stock Option Plan
(filed as Exhibit Number 10(o) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file number
1-6016) and incorporated herein by reference).. -
(u) Allen Telecom Inc. Amended and Restated Key
Management Deferred Bonus Plan (incorporating
all amendments through February 27, 1992)
(filed as Exhibit Number 10(i) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1992 (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(v) Amendment, dated as of February 28, 1997,
to the Allen Telecom Inc. Amended and
Restated Key Management Deferred Bonus Plan .. *
(w) Form of Restricted Stock Agreement pursuant
to the Allen Telecom Inc. 1992 Stock Plan
and Key Management Deferred Bonus Plan (filed
as Exhibit Number 10(j) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1992 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(x) Form of Severance Agreement, dated as of
November 3, 1987, entered into by the
Registrant with certain executive officers,
officers and division presidents (filed as
Exhibit Number 10(g) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference).. -
(y) Form of Amendment, dated December 5, 1989,
to Severance Agreement entered into by the
Registrant with certain executive officers,
officers and division presidents (filed as
Exhibit Number 10(j) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference).. -
(z) Allen Telecom Inc. Master Discretionary
Severance Pay Plan, effective January 1,
1993 (filed as Exhibit 10(t) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(aa) First Amendment, dated as of February 28,
1997, to the Allen Telecom Inc. Master
Discretionary Severance Pay Plan ............. *
(bb) Allen Telecom Inc. Key Employee Severance
Policy adopted by the Registrant on November 3,
1987 (filed as Exhibit Number 10(h) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1987
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(cc) Amendment, dated May 14, 1991, to the
Allen Telecom Inc. Key Employee Severance
Policy adopted by the Registrant on
November 3, 1987 (filed as Exhibit Number
10(n) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(dd) Amendment No. 2, dated February 22, 1996, to
the Allen Telecom Inc. Key Employee Severance
Policy (filed as Exhibit Number 10(x) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1995
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(ee) Amendment No. 3, dated as of September 12,
1996, to the Allen Telecom Inc. Key Employee
Severance Policy (filed as Exhibit Number 10
to Registrant's Form 10-Q Quarterly Report
for the quarter ended September 30, 1996
(Commission file number 1-6016) and
incorporated herein by reference ............. -
(ff) Amendment No. 4, dated as of February 28, 1997,
to the Allen Telecom Inc. Key Employee
Severance Policy ............................. *
(gg) Employment Agreement, dated June 28, 1988,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(m) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1988 (Commission file number 1-6016)
and incorporated herein by reference) ........ -
(hh) Amendment, dated as of February 27, 1992, of
Employment Agreement, dated June 28, 1988,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(p) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1992 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(ii) Amendment, dated as of February 26, 1991, of
Employment Agreement, dated June 28, 1988,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(n) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1990 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(jj) Amended and Restated Post Employment Consulting
Agreement, dated as of December 20, 1990,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(o) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference).. -
(kk) First Amendment to Amended and Restated Post
Employment Consulting Agreement, dated as of
February 19, 1997, between the Registrant and
Philip Wm. Colburn ........................... *
(ll) Amended and Restated Supplemental Pension
Benefit Agreement, dated as of December 20,
1990, between the Registrant and Philip Wm.
Colburn (filed as Exhibit Number 10(p) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1990(Commission
file number 1-6016) and incorporated herein
by reference) ............................... -
(mm) Insured Supplemental Retirement Benefit
Agreement, dated as of September 4, 1985,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(l) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1987 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(nn) Split Dollar Insurance Agreement, dated as
of July 1, 1991, between the Registrant and
Philip Wm. Colburn (filed as Exhibit Number
10(u) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(oo) Supplemental Pension Benefit Agreement, dated
as of December 6, 1983, between the Registrant
and J. Chisholm Lyons (filed as Exhibit Number
10(r) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1983
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(pp) Amendment, dated as of December 20, 1990, of
Supplemental Pension Benefit Agreement, dated
as of December 6, 1983, between the Registrant
and J. Chisholm Lyons (filed as Exhibit
Number 10(s) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31,
1990 (Commission file number 1-6016) and
incorporated herein by reference) ............ -
(qq) Post Employment Consulting Agreement, dated
as of September 12, 1989, between the
Registrant and J. Chisholm Lyons (filed
as Exhibit Number 10(s) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1989 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(rr) Amendment, dated as of December 20, 1990,
of Post Employment Consulting Agreement,
dated as of September 12, 1989, between
the Registrant and J. Chisholm Lyons
(filed as Exhibit Number 10(u) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(ss) Employment Agreement, dated June 25, 1991,
between the Registrant and Robert G. Paul
(filed as Exhibit Number 10(x) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1991 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(tt) Supplemental Target Pension Benefit Agreement,
dated as of January 1, 1996, between the
Registrant and Robert G. Paul (filed as
Exhibit Number (kk) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1995 (Commission file number
1-6016) and incorporated herein by reference.. -
(uu) Form of Split Dollar Insurance Agreement,
dated as of November 1, 1991, entered into
by the Registrant with certain executive and
divisional officers (filed as Exhibit Number
10(bb) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(vv) Allen Telecom Inc. Deferred Compensation Plan,
effective December 1, 1995 (filed as Exhibit
Number 10(mm) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31,
1995 (Commission file number 1-6016) and
incorporated herein by reference) ............ -
(ww) First Amendment to the Allen Telecom Inc.
Deferred Compensation Plan, dated as of
February 28, 1997 ............................ *
(xx) Allen Telecom Inc. Restoration Plan,
effective January 1, 1996 (filed as
Exhibit Number 10(nn) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1995 (Commission
file number 1-6016) and incorporated
herein by reference) ......................... -
(yy) First Amendment to the Allen Telecom Inc.
Restoration Plan, dated as of February 28,
1997 ......................................... *
(zz) Comsearch Division Supplemental Savings
Plan, effective January 1, 1995 (filed as
Exhibit Number 10(oo) to Registrant's Form
10-K Annual Report for the fiscal year
ended December 31, 1995 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(aaa) First Amendment to the Comsearch Division
Supplemental Savings Plan, dated as of
February 28, 1997 ............................ *
(bbb) Form of Supplemental Target Pension Benefit
Agreement, dated as of January 1, 1996,
entered into by the Registrant with certain
executive and divisional officers (filed as
Exhibit Number 10(pp) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1995 (Commission file number
1-6016) and incorporated herein by reference).. -
(11) Statement re Computation ofEarnings Per
Common Share .............................. *
(13) 1996 Annual Report to Stockholders** ...... *
(21) Subsidiaries of the Registrant ............ *
(23) Consent of Independent Accountants ........ 17
(27) Financial Data Schedule .................. *
(99) Annual Report on Form 11-K of the Allen
Telecom Inc. Employee Before-Tax Savings Plan
for the fiscal year ended December 31,
1996 ....................................... 19
* Previously filed March 27, 1997
** Furnished for the
information of the Securities and Exchange Commission and
not to be deemed "filed" as part of this Report except for
the Consolidated Financial Statements of the Registrant
and the Accountants' Report on pages 12 to 27 of said
Annual Report to Stockholders and the other information
incorporated by reference in Items 1 and 3 of Part I
hereof and Items 5 to 8 of Part II hereof.
___________________________________
A copy of any of these Exhibits will be furnished to persons
who request a copy upon the payment of a fee of $.25 per page
to cover the Company's duplication and handling expenses.
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement on Form S-3 (File No. 333-13467) and on
the Registration Statements on Form S-8 (File Nos. 33-58951, 33-
53499, 33-53487, 33-52420, 33-8658 and 2-99919) and related
Prospectuses of Allen Telecom Inc. of (a) our report dated
February 17, 1997 on our audits of the consolidated financial
statements of Allen Telecom Inc. as of December 31, 1996 and 1995
and for the years ended December 31, 1996, 1995 1994, which
report has been incorporated by reference in this Annual Report
on Form 10-K from the 1996 Annual Report to Stockholders of Allen
Telecom Inc. (a copy of which is filed as Exhibit 13 to this
Report) and appears on page 27 therein, and (b) our report dated
February 17, 1997 on our audits of the financial statement
schedule for the years ended December 31, 1996, 1995 and 1994 of
Allen Telecom Inc., which report appears on page 14 in this
Annual Report on Form 10-K. We also consent to the references to
our firm in the above-mentioned Prospectuses under the caption
"EXPERTS".
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
March 27, 1997
Exhibit 23 (Continued)
CONSENTS OF INDEPENDENT ACCOUNTANTS (Continued)
We consent to the incorporation by reference in the
Registration Statements on Form S-8 (File Nos. 33-53487 and 2-
99919) and the related Prospectuses of Allen Telecom Inc. of our
report dated April 18, 1997 on our audits of the financial
statements of the Allen Telecom Inc. Employee Before-Tax Savings
Plan, supplemental schedules and fund information, as of December
31, 1996 and 1995 and for the years ended December 1996, and 1995
which report is included in the Annual Report on Form 11-K of the
Allen Telecom Inc. Employee Before-Tax Savings Plan, a copy of
which is filed as Exhibit Number 99 to this Annual Report on Form
10-K.
Coopers & Lybrand, L.L.P.
Cleveland, Ohio
April 29, 1997