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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-6016
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ALLEN TELECOM INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-0290950
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 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 216/765-5818
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $1 par value New York Stock Exchange
Pacific Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Exchange
SECURITIES REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days: Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 1, 2000, there were 27,901,910 shares of the Registrant's Common
Stock issued and outstanding, and the aggregate market value, based upon the
last sale price of the Registrant's Common Stock on the New York Stock Exchange
Composite Tape on March 1, 2000 of $13.625, of the Registrant's Common Stock
held by nonaffiliates of the Registrant was $359,053,439.
Exhibit Index is on pages 19 to 27 of this Report.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for fiscal year ended December 31, 1999
incorporated by reference into Parts I, II and IV hereof.
Proxy Statement dated March 17, 2000 for Annual Meeting of Stockholders to be
held April 28, 2000 incorporated by reference into Part III hereof.
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ALLEN TELECOM INC.
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FORM 10-K
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(For the fiscal year ended December 31, 1999)
TABLE OF CONTENTS
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PAGE
PART I
Item 1 - Business 3
Item 2 - Properties 8
Item 3 - Legal Proceedings 8
Item 4 - Submission of Matters to a Vote of Security Holders 8
Executive Officers of The Registrant 9
PART II
Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters 10
Item 6 - Selected Financial Data 10
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 7A - Quantitative and Qualitative Disclosures about Market Risk 10
Item 8 - Financial Statements and Supplementary Data 11
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11
PART III
Item 10 - Directors and Executive Officers of the Registrant 12
Item 11 - Executive Compensation 12
Item 12 - Security Ownership of Certain Beneficial Owners and Management 12
Item 13 - Certain Relationships and Related Transactions 12
PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K 13
SIGNATURES 17
EXHIBIT INDEX 19
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ALLEN TELECOM INC.
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FORM 10-K
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PART I
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ITEM 1 - BUSINESS
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OVERALL
GENERAL
Allen Telecom Inc. ("Allen Telecom", the "Company" or the "Registrant")
was incorporated under the laws of the State of Delaware on February 3, 1969.
Its predecessor was Allen Electric and Equipment Company, incorporated under the
laws of the State of Michigan on January 13, 1928, which merged into the
Delaware corporation on May 1, 1969. On February 28, 1997, the name of the
Company was changed from The Allen Group Inc. to Allen Telecom Inc., upon the
merger of its wholly owned subsidiary, Allen Telecom Group, Inc. with and into
the Company.
The Company is a major supplier of telecommunications equipment,
including site management products, systems expansion and optimization products,
mobile and base station antennas, test and measurement equipment, and E911
geolocation products and services, and wireless engineering services to the
worldwide wireless communications market.
There have been no significant changes in the business, kinds of
products produced or services rendered or in the markets or methods of
distribution since the beginning of the last fiscal year.
On March 1, 1999, the Company sold its MARTA Technologies, Inc.
subsidiary, which operated its discontinued centralized automotive emissions
testing programs, to a subsidiary of Environmental Systems Products, Inc.
Additional information regarding this development is incorporated herein by
reference to Note 9, "Acquisitions and Dispositions," of the Notes to
Consolidated Financial Statements" on pages 24 and 25, and to the "Discontinued
Operations" section of "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on page 30 of Allen Telecom's 1999 Annual
Report to Stockholders, a copy of which is filed as Exhibit 13 to this Annual
Report.
TELECOMMUNICATIONS EQUIPMENT MANUFACTURING
GENERAL
The Company's Telecommunications Equipment Manufacturing business
segment consists of three product lines: Systems Products, Site Management and
Other Non-Antenna Products, and Mobile and Base Station Antennas.
The Company's Systems Products support both coverage and capacity
enhancement for GSM, TDMA, CDMA and analog wireless carriers. Products include
high power and low power repeaters to fill coverage gaps caused by obstructions,
such as mountains, tunnels, and buildings, and fiber optic-based radio frequency
distribution systems, such as its Britecell(TM) product. Indoor coverage systems
are provided generally using fiber as a means of distribution, including its
Distributed Indoor Coverage Extension System ("DICE(TM)"), as well as a
cable-based indoor system for smaller, lower cost installations. The Company
also has developed a range of test equipment and software to test and optimize
wireless networks, such as its I.Q. Analyzer(TM), Surveyor(TM) and
Illuminator(TM) products.
Many of the major wireless system infrastructure vendors incorporate
components or subsystems from Allen Telecom's Site Management and Other
Non-Antenna Products. The Company is one of the world's largest suppliers of
cell site subsystems, supplying many different customized modules that are
incorporated in original equipment manufacturer ("OEM") cell sites. Site
Management products include sophisticated filters, which ensure that incoming
signals are received and outgoing signals are transmitted clearly and without
interference,
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duplexers, which are stationed at most cell site transceivers to allow one
antenna to be used for both transmission and reception of radio signals
simultaneously, and low noise, tower mounted, multicarrier and single carrier
power amplifiers, which enhance the reception of weak signals or boost outgoing
signals. Allen Telecom also manufacturers auto-tune combiners, which adjust
instantly and automatically to new frequencies as the system is modified, among
other products.
Allen Telecom is a leading North American supplier of base station
antennas to the global wireless OEMs and wireless service providers through its
Mobile and Base Station Antennas product line. Products include antennas in
frequency bands to cover all digital cellular and PCS networks, as well as the
analog networks. New base station antenna models include, for example, the
Decibel TripleTree(TM), which incorporates all six of the antennas required for
a three sector site in a single 12 inch diameter housing, MaxFill(TM), which
concentrates RF below the horizon and provides even radiation density, and
MaxGain(TM), which focuses radiation energy to maximize geographic coverage. The
Company is a leading supplier of mobile automobile antennas, which operate on
both cellular, PCS and dual-band frequencies, as well as antennas for Global
Positioning Systems ("GPS").
The Federal Communications Commission ("FCC") has mandated that by 2001
all providers of wireless phone services will begin to provide the location
where an emergency 911 call originates. The Company has developed a geolocation
technology solution, Geometrix(TM), to provide carriers with the equipment and
software to locate subscribers in their system. This geolocation technology has
been tested and is available for CDMA, TDMA, iDEN and analog systems. Further
field trials will be conducted before this product is brought to market, and the
Company is hopeful that this product and technology will achieve market
acceptance.
In 1999, the Company initiated a number of cost reduction efforts
within the Telecommunications Equipment Manufacturing segment to improve and
adjust operations to existing market conditions. These actions include, among
others, the closure of a domestic manufacturing facility and the transfer of
most of manufacturing operations of the closed plant to Italy. This will result
in a reduction in force (and related termination costs) and the sale of this
domestic manufacturing plant (resulting in the non-cash loss of various assets).
In addition, the Company has discontinued several product lines at its Site
Management, Antenna and Systems divisions, and has closed a sales and
engineering office in Mexico City. As a result of asset write-offs, severance
and other costs associated with such actions, this segment incurred before-tax
charges for the year of $11.9 million.
PRODUCTION, RAW MATERIALS, AND SUPPLIES
Allen Telecom's telecommunications equipment products generally are
manufactured or assembled by the Company. Outside of the United States, the
Company's manufacturing operations are in Italy, Germany, France, Mexico,
Australia, China and Brazil. Allen Telecom's European operations outsource a
substantial portion of product manufacturing labor to third parties. Products
are sold directly through salaried and commissioned sales employees or through
distributors and sales representatives to OEMs, common carriers and other large
users of telecommunications products. In addition to manufacturing certain
products, Allen Telecom also assembles at its facilities certain components
manufactured for it by non-affiliated companies.
The principal materials used in the production and assembly of Allen
Telecom's products are purchased electronic components and subassemblies, steel,
aluminum, copper and plastics. These materials are purchased regularly from
several producers and have been generally available in sufficient quantities to
meet Allen Telecom's requirements, although occasionally shortages have
occurred. The Company believes that the supplies of materials through the end of
2000 will be adequate.
SEASONAL TRENDS
Generally, sales and earnings for telecommunications equipment
manufacturing tend to be slightly lower in the first fiscal quarter due to lower
outdoor installations of its products in the northern climates. Due to the
unsettled climate for the global wireless telecommunications market, such
seasonal variability was not evident in 1999.
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WORKING CAPITAL
The Company's products consist of manufactured products for which
inventory levels are generally based on product demand. The Company produces
sophisticated equipment that could be subject to technological obsolescence. The
Company maintains and periodically revises reserves for excess inventory based
on the most current information available of anticipated usage requirements. As
previously indicated, a significant portion of the segment's revenues is derived
from international sales, which has generally resulted in extended collection
periods as compared to its domestic business.
In 1996, the Company entered into an agreement with Nextwave Telecom
Inc. ("Nextwave") whereby Nextwave had agreed to purchase from the Company
$50,000,000 of equipment and services through December 31, 2001. In connection
with this purchase commitment, subject to certain preconditions that have not
occurred, the Company would make available up to $50,000,000 of product
financing in the form of secured, interest-bearing loans to be used solely to
finance the purchase price of the equipment and services supplied by the
Company, of which approximately $2,000,000 was purchased and financed to
date. In 1998, Nextwave and certain of its subsidiaries filed for relief under
Chapter 11 of the United States Bankruptcy Code; accordingly, this commitment is
unlikely to be fulfilled at this time.
If the Company is successful in developing its E-911 geolocation
business, it may be called upon to provide financing for a large equipment
network or to develop a service bureau for one or more carriers. The Company
believes that external financial resources should be available to support the
successful development of this business.
MAJOR CUSTOMERS
Within the Telecommunications Equipment Manufacturing segment, there is
no single customer the loss of which would have a material adverse effect on the
Company. However, four major telecommunications equipment companies accounted
for approximately 28% (none individually greater than 10%) of segment sales in
1999. The balance of the segment's sales were widely distributed among many
customers.
WIRELESS ENGINEERING SERVICES
GENERAL
Allen Telecom's Wireless Engineering Services is a leading supplier of
frequency planning and coordinating services as well as system design and field
engineering services for the wireless and PCS markets. The Company provides
consulting services to assist with determining the appropriate system in light
of the coverage required, topography and area demographics. Allen Telecom's
engineering expertise in spectrum sharing, microwave interconnectivity,
microwave migration and cell system design has enabled it to obtain orders from
most major PCS carriers. The Company's spectrum sharing software, IQ.Clear(R),
currently is licensed in most major domestic PCS markets, and its IQ.Link(TM)
software for microwave interconnection is operational in several European PCS
systems. Engineering services are distributed primarily through in-house
salaried sales employees to telecom service providers.
SEASONAL TRENDS
Generally, sales and earnings for wireless engineering services are not
subject to significant seasonal variations.
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MAJOR CUSTOMERS
Within wireless engineering services, there is no single customer the
loss of which would have a material adverse effect on the Company. However, four
customers accounted for approximately 24% of segment sales in 1999 (none
individually greater than 10%). The balance of the segment's sales was widely
distributed among many customers.
RESEARCH AND DEVELOPMENT
The Company engages in research and development activities
(substantially all of which are Company-sponsored) as part of its ongoing
business. The Company emphasizes the development of new technologies, products
and software for the wireless telecommunications markets. Currently, these
development activities are not expected to require a material investment in
assets. For information concerning these expenditures, see "Research and
Development Costs" in Note 1 of Notes to Consolidated Financial Statements on
page 17 of Allen Telecom's 1999 Annual Report to Stockholders, a copy of which
is filed as Exhibit 13 to this Annual Report.
ENVIRONMENTAL CONTROLS
The Company is subject to federal, state and local laws designed to
protect the environment and believes that, as a general matter, its policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and financial liability to the Company. Additional
information regarding environmental issues is incorporated herein by reference
to the last paragraph of Note 5, "Commitments and Contingencies," of the Notes
to Consolidated Financial Statements on page 21 of Allen Telecom's 1999 Annual
Report to Stockholders, a copy of which is filed as Exhibit 13 to this Annual
Report.
EMPLOYEES
As of December 31, 1999, Allen Telecom had approximately 2,200
employees.
BUSINESS SEGMENTS, FOREIGN OPERATIONS AND EXPORT SALES
Information relating to the Company's business segments, foreign and
domestic operations and export sales is incorporated herein by reference to
"Geographic Data" in Note 8 of the Notes to Consolidated Financial Statements on
page 24, and the information presented in the bar charts on page 28, of Allen
Telecom's 1999 Annual Report to Stockholders, a copy of which is filed as
Exhibit 13 to this Annual Report.
With the opportunities presented by the rapid deployment of wireless
telecommunications systems throughout the world, international sales have become
a majority of the Company's revenue. The Company's export sales from the United
States were $39.6 in 1999, $71.6 million in 1998 and $103.9 million in 1997. In
1999, international sales constituted 62% of total Telecommunications Equipment
Manufacturing sales, and 23% of total Wireless Engineering Services sales. The
international opportunities for the Company's products have encouraged the
Company to continue to expand the size and scope of its international
operations. As seen in Item 2, "Properties," the Company's foreign manufacturing
operations are located mainly in Europe. In the opinion of management, any
financial risks inherent in Allen Telecom's existing foreign operations are not
substantially different than the financial risks inherent in its domestic
operations.
In 1999, continued weakness in Asia and some parts of South America
contributed to the overall weakness in sales. In addition, the domestic wireless
market was weak for the company due to limited capital expenditures by certain
wireless carriers. The Company is encouraged, however, by the quarter-to-quarter
increases in sales throughout 1999, where second half 1999 sales were 18% higher
than first half 1999 sales.
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PATENTS, LICENSES, AND FRANCHISES
The Company's Telecommunications Equipment Manufacturing and Wireless
Engineering Services segments own a number of patents, trademarks and copyrights
and conduct certain operations under licenses granted by others. Although the
Company does not believe that the expiration or loss of any one of these items
would materially affect its business considered as a whole, it does consider
certain of them to be important to the conduct of its business in certain
product lines. Business franchises and concessions are not of material
importance to Allen Telecom.
BACKLOG
The approximate order backlog as of December 31, 1999 and 1998 are as
follows (amounts in thousands):
1999 1998
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Telecommunications equipment manufacturing $83,600 $51,900
Wireless engineering services 1,300 900
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Backlog (all expected to be filled within one year) $84,900 $52,800
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In 1996, the Company entered into an agreement with Nextwave, whereby
Nextwave agreed to purchase from the Company $50,000,000 of equipment and
services through December 31, 2001. In 1998, Nextwave and certain of its
subsidiaries filed for relief under Chapter 11 of the United States Bankruptcy
Code; accordingly, this commitment is unlikely to be fulfilled at this time.
This purchase commitment has been excluded from the above-mentioned order
backlog amounts.
COMPETITION
Competition is vigorous for both the telecommunications equipment
manufacturing and wireless engineering services segments. The Company believes
that it is among the major manufacturers in its product lines, and that
competition is widely distributed. Allen Telecom's principal methods of
competition include performance, service, warranty, market availability, product
research and development, innovation and price. In certain of its product lines,
the Company has augmented its own resources through licensing agreements with
companies possessing complementary resources and technologies. The demand for
equipment and services is primarily a function of the development of new and
expanded wireless communications systems throughout the world, and Allen
Telecom's ability to develop new products and technologies related to system
coverage and capacity and components for other manufacturers' wireless
communications systems.
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ITEM 2 - PROPERTIES
At December 31, 1999, Allen Telecom's operations were conducted in 51
facilities in 11 states and 20 countries. Allen Telecom's Telecommunications
Equipment Manufacturing segment occupies approximately 850,000 square feet of
space for manufacturing, assembly, warehousing, research and development, sales
and administrative offices. Of this amount, approximately 632,000 square feet
are rented under operating leases. The Company's principal manufacturing and
service facilities for Telecommunications Equipment Manufacturing are located in
Ohio, Texas, Virginia, Nevada, China, Brazil, Italy, Germany, France, and
Mexico. The Company's Wireless Engineering Services are provided primarily at
one leased facility in Virginia, as well as at customer locations.
Information concerning the square footage of the Company's operations
by segment at December 31, 1999 is as follows (amounts in thousands):
DOMESTIC FOREIGN
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OWNED LEASED OWNED LEASED TOTAL
----- ------ ----- ------ -----
Telecommunications equipment manufacturing 18 419 200 213 850
Wireless engineering services - 87 - - 87
Other 312 10 - - 322
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Total 330 516 200 213 1,259
=== === === === =====
Allen Telecom's machinery, plants, warehouses and offices are in good
condition, and are reasonably suited and adequate for the purposes for which
they are presently used. Due to the economic uncertainty in the global wireless
telecommunications markets, the Company's facilities are generally not fully
utilized at December 31, 1999.
The square footage of "other" properties above consists of a
manufacturing facility of 84,000 square feet owned by the Company relating to a
previously-owned operation (which is leased to a third party), two manufacturing
facilities totalling 228,000 square feet owned by the Company which are not in
use and are held for sale, and a lease for its Corporate office space.
ITEM 3 - LEGAL PROCEEDINGS
The information required by this Item is incorporated herein by
reference to the fourth paragraph of Note 5, "Commitments and Contingencies," on
page 21 of the Notes to Consolidated Financial Statements of Allen Telecom's
1999 Annual Report to Stockholders, a copy of which is filed as Exhibit 13 to
this Annual Report.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
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The following list sets forth the names of the executive officers (as
defined under rules promulgated by the Securities and Exchange Commission) of
Allen Telecom, their ages and business experience during at least the last five
years.
ROBERT G. PAUL - President and Chief Executive Officer; age 58.
Mr. Paul has been President and Chief Executive Officer of the Company
since February 1991. He was President and Chief Operating Officer of the Company
from December 1989 to February 1991, Senior Vice President - Finance from April
1987 to December 1989, Vice President-Finance from January 1987 to April 1987
and a Vice President from 1974 to January 1987. He also was President of the
Antenna Specialists Company (a division of the Company) from 1978 to June 1990.
Mr. Paul joined the Company in 1970 as an Assistant to the President and also
served as Assistant Treasurer from 1970 to 1972. He was elected Treasurer in
1972 and Vice President and Treasurer of the Company in 1974. Mr. Paul was
appointed Vice President-Finance and Administration of the Antenna Specialists
Company division in 1976, its Vice President-Operations in 1977 and its
President in 1978, while continuing as a Vice President of the Company.
ROBERT A. YOUDELMAN - Executive Vice President, Chief Financial Officer and
Assistant Secretary; age 58.
Mr. Youdelman joined the Company in 1977 as Director of Taxes and was
elected Vice President-Taxation in February 1980. In December 1989, he was
elected Senior Vice President-Finance, Chief Financial Officer and Assistant
Secretary of the Company and was promoted to Executive Vice President in
February 1997. Mr. Youdelman is an attorney.
PETER G. DEVILLIERS - Vice President; age 46.
Mr. deVilliers joined the Company in July 1992 upon the acquisition
by the Company of Alliance Telecommunications Corporation ("Alliance"),
Dallas, Texas, where he served as Vice President-Marketing and Sales since
joining Alliance in March 1991. Mr. deVilliers served as Vice President-
Strategic Planning for Allen Telecom Group, Inc. ("ATG") upon the merger of
Alliance into ATG in June 1993 until February 1997. In February 1997, he was
elected Vice President of Allen Telecom.
JAMES L. LEPORTE, III - Vice President - Finance; age 45.
Mr. LePorte joined the Company in 1981 as Senior Financial Analyst. In
1983, he was appointed Manager of Financial Analysis, and, in 1984, was named
Assistant Controller. Mr. LePorte was elected Controller of the Company in April
1988; a Vice President in December 1990; and served as Treasurer of the Company
from September 1995 to February 1999. Mr. LePorte was elected Vice
President-Finance in April 1999.
LAURA C. MEAGHER - Secretary and General Counsel; age 40.
Ms. Meagher joined the Company in 1999 as Corporate Counsel and was
elected Secretary and General Counsel in September 1999. Prior to joining Allen
Telecom, Ms. Meagher was affiliated with the law firm of Benesch, Friedlander,
Coplan and Aronoff, Cleveland, Ohio, from September 1989 to August 1999. Ms.
Meagher is an attorney.
ROGER L. SCHROEDER- Treasurer and Assistant Secretary; age 46.
Mr. Schroeder joined the Company in 1981 as an Internal Auditor. In
1984, he was appointed Manager of Financial Analysis. He was promoted to
Director of Financial Analysis in 1988 and named Director of Financial Analysis
and Insurance in 1993. Mr. Schroeder was elected Assistant Secretary of the
Company in December 1992 and Assistant Treasurer in April 1997, and was promoted
to Treasurer and Assistant Secretary of the Company in February 1999.
There is no family relationship between any of the foregoing officers. All
officers of Allen Telecom hold office until the first meeting of directors
following the annual meeting of stockholders and until their successors have
been elected and qualified.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by
reference to the last paragraph of Note 2, "Financing," of the Notes to
Consolidated Financial Statements on page 18, and to "Exchange Listings,"
"Dividends Declared On Common Stock" and "Stockholders" on the inside back cover
of the Registrant's 1999 Annual Report to Stockholders, a copy of which is filed
as Exhibit 13 to this Annual Report. The following table presents the high and
low prices for the Company's Common Stock for the periods indicated (in dollars
per share):
1999 1998
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HIGH LOW HIGH LOW
---- --- ---- ---
1st Quarter 8 11/16 4 1/2 21 1/8 15 1/2
2nd Quarter 11 7/8 5 3/4 17 7/16 9 9/16
3rd Quarter 11 1/2 7 7/8 11 5/8 6 3/16
4th Quarter 12 3/8 8 8 3/8 4 11/16
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by
reference to "Five Year Summary of Operations" on page 32, and to "Dividends
Declared on Common Stock" on the inside back cover, of the Registrant's 1999
Annual Report to Stockholders, a copy of which is filed as Exhibit 13 to this
Annual Report.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by
reference to "Safe Harbor Cautionary Statement" on page 1 and to "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 28 to 31 of the Registrant's 1999 Annual Report to Stockholders, a copy of
which is filed as Exhibit 13 to this Annual Report.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is incorporated herein by
reference to page 31 of the Registrant's 1999 Annual Report to Stockholders, a
copy of which is filed as Exhibit 13 to this Annual Report.
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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by
reference to the Consolidated Statements of Operations, Consolidated Balance
Sheets, Consolidated Statements of Cash Flows and Consolidated Statements of
Stockholders' Equity on pages 12 to 15, the Notes to Consolidated Financial
Statements on pages 16 to 26, and to the "Report of Independent Accountants" on
page 27, of the Registrant's 1999 Annual Report to Stockholders, a copy of which
is filed as Exhibit 13 to this Annual Report.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The information required by this item is incorporated herein by
reference to Allen Telecom's Current Report on Form 8-K dated September 28, 1999
reporting the engagement of Deloitte & Touche LLP as the Company's worldwide
independent accountants, and the dismissal of PricewaterhouseCoopers LLP as the
Company's principal independent accountants.
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item relating to the Company's
executive officers is included on page 9 hereof under "EXECUTIVE OFFICERS OF THE
REGISTRANT" and is incorporated herein by reference to "EXECUTIVE COMPENSATION
AND TRANSACTIONS WITH MANAGEMENT - Employment, Termination of Employment and
Change of Control Arrangements" on pages 14 to 16 of the Registrant's definitive
proxy statement dated March 17, 2000 and filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Act of 1934. Other
information required by this Item is incorporated herein by reference to
"ELECTION OF DIRECTORS - Information Regarding Nominees" on pages 1 to 3, and to
"Compliance with Section 16(a) of the Securities Exchange Act" on page 21,
Registrant's definitive proxy statement dated March 17, 2000 and filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by
reference to "ELECTION OF DIRECTORS - Compensation of Directors" on pages 4 to
5, and to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT" on pages 6
to 18, of the Registrant's definitive proxy statement dated March 17, 2000 and
filed with the Securities and Exchange Commission pursuant to Section 14(a) of
the Securities Exchange Act of 1934.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by
reference to "STOCK OWNERSHIP" on pages 18 to 20 of the Registrant's definitive
proxy statement dated March 17, 2000 and filed with the Securities and Exchange
Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by
reference to "EXECUTIVE COMPENSATION AND TRANSACTIONS WITH MANAGEMENT -
Transactions with Executive Officers and Directors" on page 18 of the
Registrant's definitive proxy statement dated March 17, 2000 and filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
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PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS OF THE REGISTRANT
The Consolidated Financial Statements of the Registrant listed below,
together with the Report of Independent Accountants, dated February 16,
2000, is incorporated herein by reference to pages 12 to 27 of the
Registrant's 1999 Annual Report to Stockholders, a copy of which is filed
as Exhibit 13 to this Annual Report.
Consolidated Statements of Operations for the Years Ended December
31, 1999, 1998 and 1997
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended December
31, 1999, 1998 and 1997
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) FINANCIAL STATEMENT SCHEDULES
The following additional information should be read in conjunction with the
Consolidated Financial Statements of the Registrant described in Item
14(a)(1) above:
FINANCIAL STATEMENT SCHEDULES OF THE REGISTRANT
Reports of Independent Accountants, on pages 14 and 15 of this Form
10-K Annual Report, relating to the financial statement schedule
Valuation and Qualifying Accounts Schedule, on page 16 of this Form
10-K Annual Report
Schedules other than the schedule listed above are omitted because they are
not required, are not applicable or are included elsewhere in the Notes to
Consolidated Financial Statement.
(3) EXHIBITS*
The information required by this Item relating to Exhibits to this Annual
Report is included in the Exhibit Index on pages 19 to 27 hereof.
(b) REPORTS ON FORM 8-K
None.
- -----------------
*A copy of any of the Exhibits to this Annual Report will be furnished to
persons who request a copy upon the payment of a fee of $.25 per page to cover
the Company's duplication and handling expenses.
-13-
14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of Allen Telecom Inc.:
We have audited the consolidated financial statements of Allen Telecom Inc.
and its subsidiaries (the "Company") as of December 31, 1999 and for the year
then ended, and have issued our report thereon dated February 16, 2000; such
financial statements and report are included in your 1999 Annual Report to
Stockholders and are incorporated herein by reference. Our audit also included
the financial statement schedule of Allen Telecom Inc. for the year ended
December 31, 1999, listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audit. In our opnion, such financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Cleveland, Ohio
February 16, 2000
-14-
15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Allen Telecom Inc.
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 13 present fairly, in all material
respects, the financial position of Allen Telecom Inc. and its subsidiaries at
December 31, 1998, and the results of their operations and their cash flows for
each of the two years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule for each of the two years in the period ended
December 31, 1998 listed in the index appearing under Item 14(a)(2) on page 13
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
February 16, 1999,
except as to paragraph five of Note 9,
which is as of March 1, 1999
-15-
16
ALLEN TELECOM INC.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
Column A Column B Column C Column D Column E
- ------------------------------------ -------------- -------------------------------- --------------- --------------
Balance Additions
-------------------------------- Balance
At Charged to Charged Deductions at End
Beginning Costs and to Other from Of
Description of Period Expenses Accounts Reserves Period
- ------------------------------------ -------------- ------------------ ---------------------------------------------------
Allowance for doubtful accounts
1999 $ 3,189 513 - 1,165 (1) $ 2,537
======== ========== ======== ======= ========
1998 $ 1,934 1,170 - (85) (1) $ 3,189
======== ========= ======== ========== ========
1997 $ 1,610 796 - 472 (1) $ 1,934
======== ========== ======== ======== ========
Inventory reserves:
1999 $15,440 14,562 - 9,280 (2) $20,722
======= ======== ======== ======= =======
1998 $ 7,607 14,718 - 6,885 (2) $15,440
======== ======== ======== ======== =======
1997 $ 7,362 8,646 - 8,401 (2) $ 7,607
======== ========= ======== ======== ========
(1) Represents the net amount of the write-off of uncollectible accounts
(less recoveries), and foreign currency translation changes.
(2) Represents the net amount of the write-off of inventory (less
recoveries) and foreign currency translation changes.
-16-
17
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALLEN TELECOM INC.
------------------
(Registrant)
By: /s/ Robert A. Youdelman
-------------------------
Robert A. Youdelman
Executive Vice President
Chief Financial Officer and
Assistant Secretary
Date: March 28, 2000
--------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Robert G. Paul March 28, 2000
- ------------------------------------------------
Robert G. Paul, President, Chief Executive
Officer and Director (Principal Executive Officer)
/s/ Robert A. Youdelman March 28, 2000
- ------------------------------------------------
Robert A. Youdelman, Executive Vice President
Chief Financial Officer (Principal Financial Officer)
/s/ James L. LePorte March 28, 2000
- ------------------------------------------------
James L. LePorte, Vice President-Finance
(Principal Accounting Officer)
/s/ Philip W. Colburn March 28, 2000
- ------------------------------------------------
Philip W. Colburn, Chairman of the Board
and Director
/s/ Jill K. Conway March 28, 2000
- ------------------------------------------------
Jill K. Conway, Director
17
18
/s/ J. Chisholm Lyons March 28, 2000
- ------------------------------------------------
J. Chisholm Lyons, Vice Chairman of the Board
and Director
/s/ John F. McNiff March 28, 2000
- ------------------------------------------------
John F. McNiff, Director
/s/ Charles W. Robinson March 28, 2000
- ------------------------------------------------
Charles W. Robinson, Director
/s/ Martyn F. Roetter March 28, 2000
- -------------------------------------------------
Martyn F. Roetter, Director
/s/ Gary B. Smith March 28, 2000
- -------------------------------------------------
Gary B. Smith, Director
18
19
EXHIBIT INDEX
EXHIBIT NUMBERS PAGES
(3) Certificate of Incorporation and By Laws -
(a) Second Restated Certificate of Incorporation (filed as Exhibit
Number 4(a) to Registrant's Registration Statement on Form
S-8, Registration No. 333-51739, filed on May 4, 1998
(Commission file number 1-6016) and incorporated herein by
reference)............................................................... -
(b) Certificate of Designation, Preferences and Rights of Series C
Junior Participating Preferred Stock (filed as Exhibit Number
4(c) to Registrant's Registration Statement on Form S-8
Registration No. 333-51739, filed on May 4, 1998 (Commission
file number 1-6016) and incorporated herein by
reference................................................................. -
(c) By-Laws, as amended through February 16, 1999, filed as
Exhibit Number 3(c) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1998 (Commission file
number 1-6016 and incorporated herein by
reference)................................................................ -
(4) Instruments defining the rights of security holders -
(a) Rights Agreement, dated as of January 20, 1998, between the
Registrant and Harris Trust Company of New York, as Rights
Agent (filed as Exhibit Number 4.1 to Registrant's Form 8-K
Registration Statement on Form 8-A, filed on January 9, 1998
(Commission file number 1-6016) and incorporated herein by
reference) ............................................................... -
(b) Credit Agreement, dated as of December 31, 1998, among the
Registrant, the Banks signatories thereto, NBD Bank, as
Documentation Agent, and Key Bank National Association, as
Swing Line Lender, Syndication Agent and Administrative Agent
filed as Exhibit 4(b) to registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1998 (Commission file
number 1-6016 and incorporated herein by reference....................... -
(c) Amendment dated as of July 30, 1999 to the Credit Agreement
dated as of December 31, 1998 among Registrant, the Banks
signatories thereto, NBD Bank, as Documentation Agent, and Key
Bank National Association, as Swing Line Lender, Syndication
Agent and Administrative
Agent.................................................................... 28
(d) Note Purchase Agreement, dated as of November 1, 1997, among
the Registrant and the insurance companies signatories thereto
(filed as Exhibit Number 4(c) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1997 (Commission
file number 1-6-16) and incorporated herein by reference)................ -
Additional information concerning Registrant's long-term debt
is set forth in Note 2, "Financing," of the Notes to
Consolidated Financial Statements on page 17 of Registrant's
1999 Annual
-19-
20
Report to Stockholders, a copy of which is filed as Exhibit 13
to this Report. Other than the Credit Agreement and Note
Purchase Agreement referred to above, no instrument defining
the rights of holders of such long-term debt relates to
securities having an aggregate principal amount in excess of
10% of the consolidated assets of Registrant and its
subsidiaries; therefore, in accordance with paragraph (iii) of
Item 4 of Item 601(b) of Regulation S-K, the other instruments
defining the rights of holders of long-term debt are not filed
herewith. Registrant hereby agrees to furnish a copy of any
such other instrument to the Securities and Exchange
Commission upon request.
(10) Material contracts (Other than Exhibit 10(a), all of the exhibits listed
as material contracts hereunder are management contracts or
compensatory plans or arrangements required to be filed as
exhibits to this Report pursuant to Item 14(c) of this Report.). -
(a) Allen Telecom Inc. 1982 Stock Plan, as amended through
November 3, 1987 (filed as Exhibit Number 10(c) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1987 (Commission file number 1-6016) and
incorporated herein by reference)........................................ -
(b) Amendment, dated as of December 4, 1990, to the Allen Telecom
Inc. 1982 Stock Plan, as amended (filed as Exhibit Number
10(d) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission file number 1-6016)
and incorporated herein by reference).................................... -
(c) Amendment, dated as of June 14, 1995, to the Allen Telecom
Inc. 1982 Stock Plan, as amended (filed as Exhibit Number 10.1
to Registrant's Form 10-Q Quarterly Report for the quarterly
period ended June 30, 1995 (Commission file number 1-6016) and
incorporated herein by reference)........................................ -
(d) Amendment, dated as of February 28, 1997, to the Allen Telecom
Inc. 1982 Stock Plan, as amended (filed as Exhibit Number
10(e) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1996 (Commission file number 1-6016)
and incorporated herein by
reference)............................................................... -
(e) Form of Restricted Stock Agreement pursuant to the Allen
Telecom Inc. 1982 Stock Plan, as amended (filed as Exhibit
Number 10(e) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference)............................ -
(f) Allen Telecom Inc. 1992 Stock Plan, as amended and restated as
of May 1, 1998 (filed as Exhibit Number 4(e) to Registrant's
Registration Statement on Form S-8, Registration No.
333-51739, filed on May 4, 1998 (Commission file number
1-6016) and incorporated herein by reference)............................ -
(g) Form of Restricted Stock Agreement pursuant to Allen Telecom
Inc. 1992 Stock Plan (Salary Increase Deferral), dated April
28, 1992, entered into by the Registrant with certain
executive and divisional
-20-
21
officers (filed as Exhibit Number 10(g) to Registrant's Form
10-K Annual Report for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated herein by
reference)............................................................... -
(h) Form of Restricted Stock Agreement pursuant to Allen Telecom
Inc. 1992 Stock Plan (Salary Increase Deferral), dated
November 30, 1993, entered into by the Registrant with certain
executive and divisional officers (filed as Exhibit Number
10(g) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission file number 1-6016)
and incorporated herein by
reference)................................................................ -
(i) Amendment to Restricted Stock Agreements pursuant to 1992
Stock Plan (Salary Increase Deferral), dated February 22, 1995
(filed as Exhibit Number 10(l) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1994
(Commission file number 1-6016) and incorporated herein by
reference) ............................................................... -
(j) Amendment to Restricted Stock Agreements pursuant to 1992
Stock Plan (Salary Increase Deferral), dated April 25, 1997
(filed as Exhibit Number 10 to Registrant's Form 10-Q
Quarterly Report for the quarter ended March 31, 1997
(Commission file number 1-6016) and incorporated herein by
reference)................................................................ -
(k) Amendment to 1992 Restricted Stock Agreements pursuant to 1992
Stock Plan (Salary Increase Deferral), dated February 17, 1998
(filed as Exhibit Number 10(q) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1997
(Commission file number 1-6016) and incorporated herein
reference)................................................................ -
(l) Form of Restricted Stock Agreement pursuant to Allen Telecom
Inc. 1992 Stock Plan (Salary Increase Deferral), dated January
12, 1999, entered into by the Registrant with certain
executive and divisional officers filed as Exhibit Number
10(l) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1998 (Commission file number 1-6016)
and incorporated herein by reference...................................... -
(m) Form of Non-Qualified Option to Purchase Stock granted to
certain directors of the Registrant on September 12, 1989
(filed as Exhibit Number 10(e) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1989
(Commission file number 1-6016) and incorporated herein by
reference) ............................................................... -
(n) Form of Non-Qualified Option to Purchase Stock granted to
certain directors of the Registrant on February 19, 1997
(filed as Exhibit Number 10(q) to Registrant's Form 10-K
Annual Report for the Fiscal year ended December 31, 1996
(Commission filed number 1-6016) and incorporated herein by
reference)................................................................ -
(o) Allen Telecom Inc. 1994 Non-Employee Directors Stock Option
Plan (filed as Exhibit A to Registrant's Proxy Statement dated
March 17, 1994 (Commission file number 1-6016) and
incorporated herein by reference)......................................... -
-21-
22
(p) First Amendment, dated as of February 28, 1997, to the Allen
Telecom Inc. 1994 Non-Employee Directors Stock Option Plan
(filed as Exhibit Number 10(s) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1996
(Commission file number 1-6016) and incorporated herein by
reference)................................................................ -
(q) Second amendment, dated as of February 17, 1998, to the Allen
Telecom Inc. 1994 Non-Employee Directors Stock Option Plan
(filed as Exhibit Number 10(r) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1997
(Commission file number 1-6016) and incorporated herein by
reference)................................................................ -
(r) Form of Non-Qualified Option to Purchase Stock pursuant to the
Allen Telecom Inc. 1994 Non-Employee Directors Stock Option
Plan (filed as Exhibit Number 10(o) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1994
(Commission file number 1-6016) and incorporated herein by
reference)................................................................ -
(s) Allen Telecom Inc. Amended and Restated Key Management
Deferred Bonus Plan (incorporating all amendments through
February 27, 1992) (filed as Exhibit Number 10(i) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference)......................................... -
(t) Amendment, dated as of February 28, 1997, to the Allen Telecom
Inc. Amended and Restated Key Management Deferred Bonus Plan
(filed as Exhibit Number 10(v) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1996
(Commission file number 1-6016) and incorporated herein by
reference)................................................................ -
(u) Form of Restricted Stock Agreement pursuant to the Allen
Telecom Inc. 1992 Stock Plan and Key Management Deferred Bonus
Plan (filed as Exhibit Number 10(j) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated herein by
reference)................................................................ -
(v) Form of Severance Agreement, dated as of September 8, 1999,
entered into by the Registrant with certain executive
officers, officers and division presidents................................ 34
(w) Allen Telecom Inc. Master Discretionary Severance Pay Plan,
effective January 1, 1993 (filed as Exhibit Number 10(t) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1994 (Commission file number 1-6016) and
incorporated herein by
reference)................................................................ -
(x) First Amendment, dated as of February 28, 1997, to the Allen
Telecom Inc. Master Discretionary Severance Pay Plan (filed as
Exhibit Number 10(aa) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1996 (Commission file
number 1-6016) and incorporated herein by
reference)................................................................ -
-22-
23
(y) Allen Telecom Inc. Key Employee Severance Policy adopted by
the Registrant on November 3, 1987 (filed as Exhibit Number
10(h) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference)............................. -
(z) Amendment, dated May 14, 1991, to the Allen Telecom Inc. Key
Employee Severance Policy adopted by the Registrant on
November 3, 1987 (filed as Exhibit Number 10(n) to
Registrant's Form 1-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference).......................................... -
(aa) Amendment No. 2, dated February 22, 1996, to the Allen Telecom
Inc. Key Employee Severance Policy (filed as Exhibit Number
10(x) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1995 (Commission file number 1-6016)
and incorporated herein by reference)...................................... -
(bb) Amendment No. 3, dated as of September 12, 1996, to the
Allen Telecom Inc. Key Employee Severance Policy (filed as
Exhibit Number 10 to Registrant's Form 10-Q Quarterly Report
for the quarter ended September 30, 1996 (Commission file
Number 1-6016) and incorporated herein by reference)....................... -
(cc) Amendment No. 4, dated as of February 28, 1997, to the Allen
Telecom Inc. Key Employee Severance Policy (filed as Exhibit
Number 10(ff) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1996 (Commission file number
1-6016) and incorporated herein by reference).............................. -
(dd) Employment Agreement, dated June 28, 1998, between the
Registrant and Philip Wm. Colburn (filed as Exhibit Number
10(m) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1988 (Commission file number 1-6016)
and incorporated herein by reference)...................................... -
(ee) Amendment, dated as of February 27, 1992, of Employment
Agreement, dated June 28, 1988, between the Registrant and
Philip Wm. Colburn (filed as Exhibit Number 10(p) to Registrant's
Form 10-K Annual Report for the fiscal year ended December 31,
1992 (Commission file number 1-6016) and incorporated herein by
reference)................................................................. -
(ff) Amendment, dated as of February 26, 1991, of Employment
Agreement, dated June 28, 1998, between the Registrant and
Philip Wm. Colburn (filed as Exhibit Number 10(n) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1990 (Commission file number 1-6016) and
incorporated herein by
reference)................................................................. -
(gg) Amendment and Restated Post Employment Consulting Agreement,
dated as of December 20, 1990, between the Registrant and
Philip Wm. Colburn (filed as Exhibit Number 10(o) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1990
-23-
24
(Commission file number 1-6016) and incorporated herein by
reference).................................................................. -
(hh) First Amendment to Amended and Restated Post Employment
Consulting Agreement, dated as of February 19, 1997, between
the Registrant and Philip Wm. Colburn (filed as Exhibit Number
10(kk) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1996 (Commission file number 1-6016)
and incorporated herein by reference)....................................... -
(ii) Amended and Restated Supplemental Pension Benefit Agreement,
dated as of December 20, 1990, between the Registrant and
Philip Wm. Colburn (filed as Exhibit Number 10(p) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1990 (Commission file number 1-6016) and
incorporated herein by reference)........................................... -
(jj) Amendment, dated as of August 1, 1997, of Amended and Restated
Supplemental Pension Benefit Agreement, dated as of December
20, 1990, between the Registrant and Philip Wm. Colburn (filed
as Exhibit Number 10(pp) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1997 (Commission
file number 1-6016) and incorporated herein
by reference................................................................ -
(kk) Split Dollar Insurance Agreement, dated as of July 1, 1991, between
the Registrant and Philip Wm. Colburn (filed as Exhibit Number
10(u) to Registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference)........................................... -
(ll) Change in Control Agreement dated as of September 8, 1999,
Between the Registrant and Philip Wm. Colburn............................... 45
(mm) Supplemental Pension Benefit Agreement, dated as of December 6,
1983, between the Registrant and J. Chisholm Lyons (filed as Exhibit
Number 10 (r) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1983 (Commission file number 1-6016)
and incorporated herein by reference)....................................... -
(nn) Amendment, dated as of December 20, 1990, of Supplemental
Pension Benefit Agreement, dated as of December 6, 1983,
between the Registrant and J. Chisholm Lyons (filed as
Exhibit Number 10(s) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1990 (Commission file
number 1-6016) and incorporated herein by reference)....................... -
(oo) Amendment, dated as of August 1, 1997 of Supplemental Pension
Benefit Agreement, dated as of December 6, 1983 between the
Registrant and J. Chisholm Lyons (filed as Exhibit No. 10(uu)
to Registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1997 (Commission file number
1-6016) and incorporated hereby reference.................................. -
(pp) Post Employment Consulting Agreement, dated as of September
12, 1989, between the Registrant and J. Chisholm
-24-
25
Lyons (filed as Exhibit Number 10(s) to Registrant's Form 10-K
Annual Report for the fiscal year ended December 31, 1989
(Commission file number 1-6016) and incorporated herein by
reference).................................................................. -
(qq) Amendment, dated as of December 20, 1990, of Post Employment
Consulting Agreement, dated as of September 12, 1989 between
the Registrant and J. Chisholm Lyons (filed as Exhibit Number
10(u) to Registrant's Form 10-K Annual Report for the fiscal
year ended December 31, 1990 (Commission
file number 1-6016) and incorporated herein by reference)................... -
(rr) Change in Control Agreement dated as of September 8, 1999
between the Registrant and J. Chisholm Lyons................................ 49
(ss) Employment Agreement, dated June 25, 1991, between the
Registrant and Robert G. Paul (filed as Exhibit Number 10(x)
to Registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1991 (Commission file number
1-6016) and incorporated herein by reference)............................... -
(tt) Supplemental Target Pension Benefit Agreement, dated as of
January 1, 1996, between the Registrant and Robert G. Paul
(filed as Exhibit Number (kk) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31, 1995 (Commission
file number 1-6016) and incorporated herein by
reference)................................................................... -
(uu) Amendment, dated as of August 1, 1997, of Supplemental Target
Pension Benefit Agreement, dated as of January 1, 1996,
between the Registrant and Robert G. Paul (filed as Exhibit
Number 10(zz) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1997 (Commission file number
1-6016) and incorporated herein by reference)................................ -
(vv) Form of Split Dollar Insurance Agreement, dated as of November
1, 1991, entered into by the registrant with certain executive
and divisional officers (filed as Exhibit Number 10(bb) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number 1-6016) and
incorporated herein by reference)............................................ -
(ww) Allen Telecom Inc. Deferred Compensation Plan, effective
December 1, 1995 (filed as Exhibit Number 10(mm) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1995 (Commission file number 1-6016)
and incorporated herein by reference)........................................ -
(xx) First Amendment to the Allen Telecom Inc. Deferred
Compensation Plan dated as of February 28, 1997 (filed as
Exhibit Number 10(ww) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1996 (Commission
file number 1-6016) and incorporated herein by reference).................... -
(yy) Allen Telecom Inc. Restoration Plan, effective January 1, 1996
(filed as Exhibit Number 10(nn) to Registrant's Form 10-K
-25-
26
Annual Report for the fiscal year ended December 31, 1995
(Commission file number 1-6016) and incorporated herein by
reference).................................................................. -
(zz) First Amendment to the Allen Telecom Inc. Restoration Plan,
dated as of February 28, 1997 (filed as Exhibit Number 10(yy)
to Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1996 (Commission file number 1-6016) and
incorporated herein by reference)........................................... -
(aaa) Comsearch Division Supplemental Savings Plan, effective
January 1, 1995 (filed as Exhibit Number 10(oo) to
Registrant's Form 10-K Annual Report for the fiscal year
ended December 31, 1995 (Commission file number 1-6016) and
incorporated herein by
reference).................................................................. -
(bbb) First Amendment to the Comsearch Division Supplemental
Savings Plan, dated as of February 28, 1997 (filed as Exhibit
Number 10(aaa) to Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1996 (Commission file
number 1-6016) and incorporated herein by reference)........................ -
(ccc) Amendment No. 2 to Comsearch Division Supplemental Savings
Plan, effective as of January 1, 2000....................................... 53
(ddd) Form of Supplemental Target Pension Benefit Agreement, dated
as of January 1, 1996, entered into by the Registrant with
certain executive and divisional officers (filed as Exhibit
Number 10(pp) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1995 (Commission file number
1-6016) and incorporated herein by reference)............................... -
(eee) Form of Amendment, dated as of August 1, 1997, of
Supplemental Target Pension Benefit Agreement, dated as of
January 1, 1996, entered into by the Registrant with certain
executive and divisional officers (filed as Exhibit Number
10(kkk) to Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1997 (Commission file number
1-6016) and incorporated herein by reference)............................... -
(fff) Allen Telecom Inc. Executive Benefit Plan, as amended and
restated effective October 15, 1997 (filed as Exhibit Number 10(jjj) to
Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1997 (Commission file number 1-6016) and incor-
porated herein by reference)................................................ -
(ggg) Allen Telecom Inc. Executive Benefit Plan, as amended and restated
effective June 16, 1999..................................................... 54
(13) 1999 Annual Report to Stockholders*................................................ 72
(21) Subsidiaries of the Registrant..................................................... 119
(23) Consents of Independent Accountants................................................ 121
(27) Financial Data Schedule............................................................
-26-
27
* Furnished for the information of the Securities and Exchange
Commission and not to be deemed "Filed" as part of this Report
except for the Consolidated Financial Statements of the Registrant
and the Accountants' Report on pages 12 to 27 of said Annual Report
to Stockholders and the other information incorporated by
reference) in Items 1 and 3 of Part I hereof and Items 5 to 8 of
Part II hereof.
A copy of any of these Exhibits will be furnished to persons who request a copy
upon the payment of a fee of $.25 per page to cover the Company's duplication
and handling expenses.
-27-