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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 (Date of earliest event reported): January 5, 1998
ALLEN TELECOM INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-6016 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) 765-5818
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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On January 5, 1998, the Board of Directors of Allen Telecom Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
share of Common Stock, par value $1.00 per share (the "Common Shares"), of the
Company outstanding at the close of business on January 20, 1998 (the "Record
Date"), pursuant to the terms of a Rights Agreement, dated as of January 20,
1998 (the "Rights Agreement"), between the Company and Harris Trust Company of
New York, as Rights Agent. The Rights Agreement also provides, subject to
specified exceptions and limitations, that Common Shares issued or delivered
from the Company's treasury after the Record Date will be entitled to and
accompanied by Rights. The Rights are in all respects subject to and governed by
the provisions of the Rights Agreement, a copy of which (including all exhibits
thereto) is filed as Exhibit 4.1 hereto and incorporated herein by this
reference. A summary description of the Rights is set forth in Exhibit C to the
Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired: None
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(b) Pro Forma Financial Information: None
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(c) Exhibits:
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Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of
Certificate of Designation of Series C
Junior Participating Preferred Stock as
Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a
Summary of Rights to Purchase Preferred
Stock as Exhibit C thereto)
99.1 Form of letter to stockholders, dated January
20, 1998
99.2 Press release, dated January 5, 1998
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SIGNATURE
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/ McDara P. Folan, III
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Name: McDara P. Folan, III
Title: Vice President, Secretary
and General Counsel
Dated: January 6, 1998
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER Exhibit
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4.1 Rights Agreement (including a Form of Certificate of
Designation of Series C Junior Participating Preferred
Stock as Exhibit A thereto, a Form of Right Certificate
as Exhibit B thereto and a Summary of Rights to Purchase
Preferred Stock as
Exhibit C thereto)
99.1 Form of letter to stockholders, dated January 20,
1998
99.2 Press release, dated January 5, 1998
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