SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 28, 2003
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(Date of earliest event reported: February 18, 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
press release issued by the Company, a copy of which has previously been filed
and is incorporated herein by reference.
In light of its agreement with Andrew, the Company announced on February
28, 2003 that it will postpone until further notice the annual meeting of the
stockholders of the Company originally scheduled to be held April 29, 2003. A
copy of the press release relating thereto is filed herewith as Exhibit 99.2 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 Press release, dated February 18, 2003 (previously
filed as Exhibit 99.1 to the Company's Current Report
on Form 8-K filed February 18, 2003, and incorporated
herein by reference)
99.2 Press release, dated February 28, 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: General Counsel and Secretary
Dated: February 28, 2003
INDEX TO EXHIBITS
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NUMBER EXHIBIT
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99.1 Press release, dated February 18, 2003 (previously filed as
Exhibit 99.1 to the Company's Current Report on Form 8-K filed
February 18, 2003, and incorporated herein by reference)
99.2 Press release, dated February 28, 2003