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CONFORMED COPY
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) April 17, 1997__
ALLEN TELECOM 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
THE ALLEN GROUP INC.
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index is on page 4 of this Report.
Page 1 of 6 pages.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
(99) News Release dated April 17, 1997
Item 9. Sales of Equity Securities Pursuant to Regulation S
On April 17, 1997, Allen Telecom Inc., through its wholly
owned French subsidiary, Allen Telecom (France), S.A.,
acquired 6,200 shares of Telia S.A., located in France,
representing 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 80% of the
purchase price was paid in cash.
A press release dated April 17, 1997, announcing the
acquisition of Telia by Allen, is filed as Exhibit 99 to
this Report and is incorporated herein by reference.
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.
(Registrant)
By: /s/ McDara P. Folan, III
McDara P. Folan, III
Vice President, Secretary
and General Counsel
Date: April 29, 1997
ALLEN TELECOM INC.
EXHIBIT INDEX
Exhibit Number Page
99 Press Release dated April 17, 1997 . . . . . . . 5
Exhibit 99
FOR IMMEDIATE RELEASE
ALLEN TELECOM ANNOUNCES ACQUISITION OF TELIA
Beachwood, Ohio, April 17, 1997 -- Allen Telecom Inc. and Telia
S. A. of Bordeaux, France announced Allen's acquisition of a
majority stake in the company for a combination of cash and stock.
Telia, with sales in excess of $5 million, is a manufacturer of
power amplifiers for the wireless communications industry. Their
products range from inexpensive, low power, amplifiers to Class A-B,
high power, multichannel, highly linear, power amplifiers utilizing
feed forward and other correction techniques.
Allen purchased 62% of the stock of Telia with the remaining
shares being left in the hands of the three senior executives and
principal shareholders. The remaining shares are subject to put
and call options, which provide for a purchase price based upon
future operating results.
Robert G. Paul, President and CEO of Allen Telecom, says,
"Telia is the kind of company that fits very nicely with Allen
Telecom. Its technology has a wide variety of uses as stand-alone
products for the wireless communications industry and can be an
important ingredient in a number of current and future Allen Telecom
products as well. Three of Allen's divisions are already customers
of Telia. The ability to add this high-level technology to our core
competencies and then leverage it, is a key to a successful
acquisition and is consistent with our stated long-term strategy and
objectives."
Jack Powell, General Manager of Telia, commented, "Allen
Telecom represents an ideal environment within which Telia can
continue its excellent growth and build towards a higher level of
geographic and market penetration. Having access to Allen Telecom's
worldwide sales organization is a key ingredient to our future. We
have known Allen Telecom for a number of years as a customer and
have watched its significant growth and admire its ability to
assimilate and nurture other recent acquisitions."
The acquisition was completed on April 17. Telia's operating
results will be included with Allen's second quarter 1997 financial
reports.
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. Allen'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.
Allen Telecom Inc. (NYSE symbol - ALN) is a leading supplier to
the worldwide two-way wireless communications marketplace of systems
expansion products, site management products and antennas and
provides frequency planning, system engineering services and
software design programs to current and emerging wireless markets.
( 30 )
For further information contact: Robert A. Youdelman
216/765-5820
http://www.allentelecom.com