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 27, 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 1-06016 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. The foregoing description of the
transaction is qualified in its entirety by reference to the full text of 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 and a wholly-owned subsidiary of Andrew Corporation, which is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
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Number Exhibit
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99.1 Agreement and Plan of Merger, dated as of
February 17, 2003, by and among the Company,
Andrew Corporation and Adirondacks, Inc.
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: General Counsel and Secretary
Dated: February 27, 2003
INDEX TO EXHIBITS
NUMBER EXHIBIT
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99.1 Agreement and Plan of Merger, dated as of February 17,
2003, by and among the Company, Andrew Corporation and
Adirondacks, Inc.