-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1CPoVI44Fb0j7W+0i2C0lq8ma60wyL7jKEJgU6hQaa8QePkzGl+Fnw+4OP2UGS/ E3xzCjzhmsI1bURO7TmvPg== 0000317093-96-000023.txt : 19961202 0000317093-96-000023.hdr.sgml : 19961202 ACCESSION NUMBER: 0000317093-96-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961114 ITEM INFORMATION: Other events FILED AS OF DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09514 FILM NUMBER: 96672645 BUSINESS ADDRESS: STREET 1: 10500 W 153RD ST CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 7083493300 MAIL ADDRESS: STREET 1: 10500 WEST 153RD ST CITY: ORLANDO PARK STATE: IL ZIP: 60462 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 November 14, 1996 Date of Report (Date of earliest event reported) ANDREW CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 3357 36-2092797 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 10500 W. 153rd Street, Orland Park, Illinois 60462 (Address of principal executive offices) (Zip Code) (708) 349-3300 Registrant's telephone number, including area code None (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On November 14, 1996, the Board of Directors of Andrew Corporation (the "Company") declared a dividend of one common stock purchase right (a "Right") for each outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the Company. The dividend is payable to stockholders of record at the close of business on December 16, 1996 (the "Record Date"). The Board also terminated the old rights plan of the Company, adopted in September 1988, and ordered the redemption of all outstanding Common Stock rights issued under the old plan. All stockholders of record at the close of business on December 16, 1996 will receive $.0015 per old right. The Board determined to declare new Rights and redeem the old rights because the Company's stock splits over the last several years had diluted the effectiveness of the old rights. The description and terms of the new Rights are set forth in the Rights Agreement (the "Rights Agreement") between the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"). This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference. Pursuant to the Rights Agreement, each Right entitles the registered holder to purchase from the Company, under certain circumstances, one share of Common Stock of the Company at a price of $500.00 per share (the "Purchase Price"), subject to adjustment. Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Stock, or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the certificates for shares of Common Stock and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (i) certificates for shares of Common Stock outstanding as of the Record Date, together with a Summary of Rights attached, will evidence the Rights, (ii) certificates for shares of Common Stock issued after the Record Date upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Rights Agreement by reference and thereby evidence the Rights, and (iii) the surrender for transfer of any certificate for shares of Common Stock outstanding, even without a copy of the Summary of Rights being attached or without such notation, will constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on the tenth anniversary of the Record Date (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of shares of Common Stock of certain rights or warrants to subscribe for or purchase Common Stock at a price, or securities convertible into Common Stock with a conversion price, less than the then-current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Common Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of shares of Common Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment), or cash, other equity or debt securities of the Company, other assets, or any combination of the foregoing, having an aggregate value equal to the current per share market price of one share of Common Stock as of the date of issuance of such other consideration, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued and in, lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Stock, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per right, subject to adjustment (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Stock then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated November 18, 1996. A copy of the Rights Agreement is available free of charge from the Company. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 4.1 Rights Agreement, dated as of November 14, 1996, between Andrew Corporation and Harris Trust and Savings Bank, which includes the Form of Rights Certificate as Exhibit A and a Summary of Rights to Purchase Common Stock as Exhibit B, incorporated herein by reference to Exhibit 4 to the Registration Statement on Form 8-A dated November 18, 1996, and filed by Andrew Corporation with the Securities and Exchange Commission on November 26, 1996. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth business day after the date of commencement of a tender offer or exchange offer by any Person if upon consummation thereof, such Person would be the beneficial owner of 15% or more of the Company's outstanding Common Stock. 20.1 Form of press release dated November 15, 1996. 20.2 Form of letter to be sent to stockholders of Andrew Corporation. 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. ANDREW CORPORATION Date: November 18, 1996 By: /s/ Charles R. Nicholas --------------------------- Charles R. Nicholas Executive Vice President, Chief Financial Officer ANDREW CORPORATION EXHIBIT INDEX Exhibit No. Description ----------- ------------------------------------------------------- 20.1 Form of press release dated November 15, 1996. 20.2 Form of letter to be sent to stockholders of Andrew Corporation. EX-20.1 2 FORM OF PRESS RELEASE DATED NOVEMBER 15, 1996 FOR RELEASE IMMEDIATELY Contact: Tami Kamarauskas Manager, Investor Relations Telephone:(708)-873-2534 Email: tkamarau@andrew.com ANDREW CORPORATION ADOPTS NEW RIGHTS PLAN ORLAND PARK, IL, November 15, 1996 -- The Board of Directors of Andrew Corporation voted yesterday to adopt a new stockholder rights plan. The Board also voted to terminate the Old Plan and order the redemption of stockholder rights under the Old Plan. The New Rights will be distributed to stockholders of record at the close of business on December 16, 1996, as one Common Stock Purchase Right for each outstanding share of Andrew Corporation Common Stock. The Old Rights will be redeemed for $.0015 per Old Right to stockholders of record at the close of business on the same date. The Rights will be exercisable only if a person or group acquires 15% or more of the outstanding Common Stock or announces a tender offer for 15% or more of the outstanding Common stock. In the event of an unfriendly takeover attempt, stockholders will be entitled to acquire additional shares of Andrew Corporation Common Stock (or, under certain circumstances, shares of either the acquiring or surviving company) at half the market price. Dr. Floyd L. English, chairman, president and chief executive officer, said "The company is not aware of any current suitors. The New Rights Plan is designed with the same intention as the Old Plan -- to protect the interests of all stockholders of Andrew Corporation and to prevent an acquiror from gaining control of Andrew without offering a fair price to all stockholders. We simply needed a new plan since the last four years' consecutive stock splits had diluted the old plan's effectiveness." Andrew Corporation is a global supplier of communications systems equipment and services. Major markets are wireless communications--which includes cellular, personal communications systems and land mobile radio--broadcast and common carrier. Andrew is an S&P 500 company listed on the Nasdaq National Market System under the symbol: ANDW. EX-20.2 3 LETTER TO BE SENT TO STOCKHOLDERS OF ANDREW CORP [Andrew Corporation Letterhead] December ___, 1996 Dear Stockholder: On November 14, 1996, the Board of Directors of Andrew Corporation ("Andrew" or the "Company") adopted a new Common Stock Purchase Rights Plan (the "New Plan"), declared a dividend distribution of one Common Stock Purchase Right (the "New Rights") on each outstanding share of the Company's Common Stock, terminated the prior Common Stock Purchase Rights Plan (the "Old Plan"), and ordered the redemption of the prior Common Stock Purchase Rights (the "Old Rights"). The New Rights will have an exercise price of $500 per share of Common Stock and will be awarded to stockholders of record at the close of business on December 16, 1996. The Old Rights will be redeemed for $.0015 per Old Right (as adjusted to reflect stock splits) to stockholders of record at the close of business on the same date. The Andrew Board adopted the New Plan with the same intention as the Board adopted the Old Plan, to protect your interests in the event the Company is confronted with coercive or unfair takeover tactics. The New Plan contains provisions similar to the Old Plan that are intended to safeguard you in the event of an unsolicited offer to acquire the Company, whether through a gradual accumulation of shares in the open market, a partial or two-tiered tender offer that does not treat all stockholders equally, the acquisition in the open market or otherwise of shares constituting control without offering fair value to all stockholders, or other abusive takeover tactics which the Board believes are not in the best interests of Andrew stockholders. These tactics unfairly pressure stockholders, squeeze them out of their investment without giving them any real choice and deprive them of the full value of their shares. As you are aware, Andrew has declared several stock splits, payable in the form of stock dividends, over the last few years. These stock splits, while being advantageous to stockholders, have reduced the exercise price of each of the Old Rights from the original amount of $50 to $7.41 per share of Common Stock. This reduction substantially negates the intended effect of the Old Plan to force a hostile acquiror to negotiate with the Company's Board of Directors to avoid potentially significant dilution in its holding and thereby assure that all of Andrew's stockholders receive fair value in the event of a proposed takeover of the Company. Therefore, the Andrew Board decided to terminate the Old Plan even though it would not have expired until September 28,1998. The Board continues to believe, however, that a stockholder rights' plan is the most effective device to promote the continued growth of the Company while insuring that all of its stockholders receive the long-term value of their investment in the Company. Under the New Plan, the New Rights will not be exercisable initially, will automatically trade with the Common Stock of the Company and will not be represented by separate certificates. However, ten days after a person or group either acquires 15% or more of the Common Stock, or announces an offer to acquire 15% or more of the Common Stock (even if no purchases actually occur), the New Rights will be distributed. The Board expects that the New Rights will begin to trade independently from the Common Stock at that time. The New Rights, however, will not have any voting power. The New Plan enables the Board to reduce the 15% threshold to not less than 10% to deal with specific situations that may arise. If Andrew is involved in a merger or other business combination (other than pursuant to a tender offer for all of the outstanding Common Stock which provides fair value to all stockholders) and, as a result, Andrew and its stock no longer survive, each New Right will be automatically modified so as to entitle stockholders to buy common stock of the acquiring company at one-half of its market price. For example, if the exercise price (initially set at $500 per share, but subject to adjustment) is $500 per share at the time of such merger, each New Right will entitle the stockholder holding it to buy $1,000 worth (based on "current market price" as defined) of the acquiring company's common stock for $500. Alternatively, if an acquiror acquires 15% or more of the Common Stock of Andrew, each New Right not owned by the acquiror will entitle the stockholder to buy Andrew Common Stock at one-half of its market price. Again, if the exercise price is $500 per share at such time, each New Right will entitle the stockholder to buy $1,000 worth (based on "current market price" as defined) of Andrew's Common Stock for $500. Stockholders also will be entitled to buy Andrew Common Stock in this manner if a 15% or greater stockholder, under certain circumstances, acquires Andrew by merger and Andrew and its stock survive. Attached is a Summary of the New Plan. Neither the above description of the New Plan nor the Summary purport to be complete, but you should review the Summary carefully to understand the New Rights. As noted in the Summary, a copy of the New Plan is available upon request from the Company free of charge. Very truly yours, Floyd L. English Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----