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 (Date of earliest event reported) August 20, 1996
THE ALLEN GROUP INC.
(Exact name of Registrant as specified in charter)
Delaware 1-6016 38-0290950
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122-5619
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 216/765-5818
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index is on page 4 of this Report.
Page 1 of 8 pages.
Item 5. Other Events
On August 20, 1996, The Allen Group Inc. ("Allen") announced
that its subsidiary, MARTA Technologies, Inc. ("MARTA"), had
received a notice of termination, effective August 27, 1996, from
the Ohio Environmental Protection Agency ("Ohio EPA") for alleged
problems with respect to MARTA's centralized automobile emissions
testing contract for the Cincinnati region in Ohio. Before such
termination becomes effective, Allen is entitled to a hearing
before the Ohio EPA. The hearing was originally scheduled for
August 26, 1996. On that date, Allen obtained a temporary
restraining order to postpone the hearing for fourteen days in
order to permit Allen to better prepare its defense.
In addition, on August 26, 1996, Allen announced that MARTA
entered into a contract to transfer its current centralized
vehicle emissions testing programs in Jacksonville, Florida,
Maryland and the Cincinnati region of Ohio to Envirotest Systems
Corp. The contract is subject to certain pre-closing conditions,
including Board approvals and completion of due diligence.
A press release dated August 20, 1996, announcing the
issuance of the termination notice, and a press release dated
August 26, 1996, announcing the sale of the centralized vehicle
emissions testing programs, are filed as Exhibit 99(a) and 99(b)
to this Report and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99(a) News Release dated August 20, 1996
99(b) News Release dated August 26, 1996
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.
THE ALLEN GROUP INC.
(Registrant)
By: \s\Robert A. Youdelman
Robert A. Youdelman
Senior Vice President-Finance,
Chief Financial Officer and
Assistant Secretary
DATE: September 4, 1996
THE ALLEN GROUP INC.
EXHIBIT INDEX
Exhibit Number: Page
99(a) Press Release dated August 20, 1996........ 5
99(b) Press Release dated August 26, 1996........ 7
99(a)
FOR IMMEDIATE RELEASE
ALLEN GROUPS SUBSIDIARY RECEIVES TERMINATION NOTICE FOR
CINCINNATI, OHIO EMISSION TEST PROGRAM
Beachwood, Ohio, August 20, 1996 -- The Allen Group Inc.
("Allen") announced today that its subsidiary, MARTA
Technologies, Inc. ("MARTA"), has received a notice of
termination, effective August 27, 1996, from the Ohio
Environmental Protection Agency for alleged problems with respect
to MARTA's centralized automobile emissions testing contract for
the Cincinnati region in Ohio. The Ohio EPA has also suspended
MARTA's operations under this program as of tomorrow, August 21,
1996. This contract provided revenues of approximately $11
million per year to MARTA.
Robert G. Paul, President and Chief Executive Officer of
Allen, stated: "We strongly disagree with the State of Ohio's
precipitous decision to cancel MARTA's contract. We believe that
MARTA has been, and continues to be, in substantial compliance
with its contract obligations. MARTA has kept the State fully
informed of those operations and, in fact, initiated a request
some months ago to the State to modify some of the test
parameters in order to provide a better, more accurate test for
the citizens of the Cincinnati region. The State refused to
permit this adjustment and now claims this "error" as a primary
reason to terminate MARTA's contract. The Cincinnati program
operated by MARTA has received historically high ratings by the
Cincinnati consumers.
Statements included in this news release which are not
historical in nature are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The Company's Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q contain certain
detailed factors that could cause the Company's actual results to
materially differ from forward-looking statements made by the
Company.
The Allen Group Inc. (NYSE symbol - ALN) is a leading
supplier to the worldwide two-way wireless communications
marketplace of systems expansion, site management products and
antennas; provides frequency planning, system engineering
services and design programs to current and emerging wireless
markets; and operates centralized automotive emissions inspection
programs.
(30)
For further information contact: Robert A. Youdelman
216/765-5820
99(b)
FOR IMMEDIATE RELEASE
ALLEN GROUP ANNOUNCES SALE OF
CENTRALIZED EMISSIONS TESTING BUSINESS
Beachwood, Ohio, August 26, 1996 -- The Allen Group Inc.
("Allen") announced today that its subsidiary, MARTA
Technologies, Inc. ("MARTA"), has entered into a contract to
transfer all three of its current centralized vehicle emissions
testing programs to Envirotest Systems Corp. The contract is
subject to a number of pre-closing conditions, including Board
approvals and completion of due diligence. The financial terms
of the transaction were not disclosed. The total revenue
provided to MARTA by these three programs in Jacksonville,
Florida, the State of Maryland and the Cincinnati region of Ohio
is approximately $22 million on an annual basis.
Robert G. Paul, President and Chief Executive Officer of
Allen stated: "The agreement reached earlier today will result
in MARTA exiting from the business of conducting centralized
automotive emissions testing. The recent notice by the Ohio EPA
of termination and suspension of MARTA's Cincinnati, Ohio
program, to which MARTA took strong exception and is prepared to
mount an aggressive defense, accelerated our discussions of the
past few months with Envirotest, and resulted in this agreement.
When this agreement is consummated, Allen will concentrate its
operations and future growth on its core business of wireless
communications."
Statements included in this news release which are not
historical in nature are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The Company's Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q contain certain
detailed factors that could cause the Company's actual results to
materially differ from forward-looking statements made by the
Company.
The Allen Group Inc. (NYSE symbol - ALN) is a leading
supplier to the worldwide two-way wireless communications
marketplace of systems expansion, site management products and
antennas; provides frequency planning, system engineering
services and design programs to current and emerging wireless
markets; and operates centralized automotive emissions inspection
programs.
(30)
For further information contact: Robert A. Youdelman
216/765-5820