SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report : February 18, 2003
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(Date of earliest event reported: February 17, 2003)
ALLEN TELECOM INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6016 38-0290950
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 216/765-5800
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On February 18, 2003, Allen Telecom Inc. (the "Company") announced the
signing of a definitive agreement under which Andrew Corporation will acquire
the Company in a stock-for-stock transaction valued at approximately $500
million. Under terms of the agreement, which has been unanimously approved by
the Boards of Directors of both companies, the Company's common shareholders
will receive 1.775 shares of newly-issued Andrew Corporation stock for each
Company common share that they currently own. Following completion of the
transaction, on a fully diluted basis, excluding Company preferred stock, Andrew
Corporation shareholders will own approximately 64%, and Company shareholders
will own approximately 36%, of Andrew Corporation.
Additionally, on February 17, 2003, the Board of Directors of Allen
Telecom Inc. approved Amendment No. 1, dated as of February 17, 2003 (the
"Amendment"), to the Rights Agreement, dated as of January 20, 1998 (the "Rights
Agreement"), between the Company and The Fifth Third Bank, as rights agent (the
"Rights Agent"). The Amendment made the provisions of the Rights Agreement
inapplicable to the transactions contemplated by the Agreement and Plan of
Merger, dated as of February 17, 2003, among the Company, Andrew Corporation, a
Delaware corporation, and Adirondacks, Inc., a Delaware corporation.
The foregoing description of the Amendment and the transaction is
qualified in its entirety by reference to the full text of the Amendment and the
press release issued by the Company, copies of which have been filed or are
filed as Exhibit 99.1 hereto and are incorporated herein by reference. Copies of
the Rights Agreement, and the related Summary of Rights, which is attached as
Exhibit C to the Rights Agreement, are available free of charge from the
Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: N/A
(b) Pro Forma Financial Information: None
(c) Exhibits:
Number Exhibit
4.1 Amendment No. 1, dated as of February 17, 2003, to
the Rights Agreement, dated as of January 20, 1998,
between the Company and The Fifth Third Bank, as
rights agent (previously filed as Exhibit 4.1 to the
Company's Amendment No. 1 to Registration Statement
on Form 8-A filed February 18, 2003, and incorporated
herein by reference)
99.1 Press release, dated February 18, 2003
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.
ALLEN TELECOM INC.
By: /s/ Laura C. Meagher
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Name: Laura C. Meagher
Title: Secretary
Dated: February 18, 2003
INDEX TO EXHIBITS
NUMBER EXHIBIT
4.1 Amendment No. 1, dated as of February 17, 2003, to
the Rights Agreement, dated as of January 20, 1998,
between the Company and The Fifth Third Bank, as
rights agent (previously filed as Exhibit 4.1 to the
Company's Amendment No. 1 to Registration Statement
on Form 8-A filed February 18, 2003, and incorporated
herein by reference)
99.1 Press release, dated February 18, 2003