-----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, BnrHuv45nAHhAZi6t4wTYA75eao4e3l1VhoyiW+NlHoXjmm0t79ap1nskUjFG0IU u9QDtezBAimk+xUg55tK3Q== 0000317093-98-000003.txt : 19980209 0000317093-98-000003.hdr.sgml : 19980209 ACCESSION NUMBER: 0000317093-98-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980206 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-09514 FILM NUMBER: 98524446 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 10-Q 1 FORM 10Q (12/31/97) SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark-One) (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1997. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission file number 0-9514 ANDREW CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 36-2092797 (State or other jurisdiction of (IRS Employer incorporation or organization) identification No.) 10500 W. 153rd Street, Orland Park, Illinois 60462 (Address of principal executive offices and zip code) (708) 349-3300 (Registrant's telephone number, including area code) No Change (Former name, former address and former fiscal year, if changed since last report) 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 (or for such shorter period as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.01 Par Value--88,484,167 shares as of February 2, 1997 INDEX ANDREW CORPORATION PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated balance sheets--December 31, 1997 and September 30, 1997. Consolidated statements of income--Three months ended December 31, 1997 and 1996. Consolidated statements of cash flows--Three months ended December 31, 1997 and 1996. Notes to consolidated financial statements--December 31, 1997. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. Exhibits 10.(A)C(I) Executive Severance Benefit Package with Robert J. Hudzik 10.(A)C(II) Executive Severance Benefit Package with Debra B. Huttenburg 27.1 Financial Data Schedule - December 31, 1997 27.2 Restated Financial Data Schedule - December 31, 1996 SIGNATURES ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
December 31 September 30 1997 1997 -------------- ------------- (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 93,748 $ 93,823 Accounts receivable, less allowances (Dec. $3,487; Sep. $2,754) 179,685 185,752 Inventories Finished products 50,109 57,458 Materials and work in process 111,765 109,432 ------------- ------------- 161,874 166,890 Assets related to discontinued operations, less allowances 3,968 4,811 Miscellaneous current assets 9,241 8,538 ------------- ------------- TOTAL CURRENT ASSETS 448,516 459,814 ------------- ------------- OTHER ASSETS Cost in excess of net assets of businesses acquired, less accumulated amortization (Dec. $9,129; Sep. $8,742) 24,339 24,726 Investments in and advances to affiliates 44,131 55,628 Investments and other assets 14,637 13,396 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 15,160 11,646 Buildings 68,860 72,884 Equipment 279,365 275,015 Allowances for depreciation (224,088) (221,955) ------------- ------------- 139,297 137,590 ------------- ------------- TOTAL ASSETS $ 670,920 $ 691,154 ============= ============= The balance sheet at September 30, 1997 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) (Continued)
December 31 September 30 1997 1997 ------------- ------------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 10,528 $ 14,319 Accounts payable 30,226 37,237 Accrued expenses and other liabilities 22,699 18,978 Compensation and related expenses 17,389 29,312 Income taxes 19,167 16,430 Restructuring reserve 3,799 2,036 Liabilities related to discontinued operations 3,220 3,637 Current portion of long-term debt 5,065 5,144 ------------- ------------- TOTAL CURRENT LIABILITIES 112,093 127,093 ------------- ------------- DEFERRED LIABILITIES 10,608 10,239 LONG-TERM DEBT, less current portion 41,881 35,693 MINORITY INTEREST 6,020 9,006 STOCKHOLDERS' EQUITY Common stock (par value, $.01 a share: 400,000,000 shares authorized; 102,718,210 shares issued, including treasury) 1,027 1,027 Additional paid-in capital 51,849 51,810 Foreign currency translation (9,589) (4,532) Retained earnings 575,590 547,256 Treasury stock, at cost (14,319,337 shares in Dec.; 13,060,876 shares in Sep.) (118,559) (86,438) ------------- ------------- 500,318 509,123 ------------- ------------- TOTAL LIABILITIES AND EQUITY $ 670,920 $ 691,154 ============= ============= The balance sheet at September 30, 1997 has been derived from the audited financial statements at that date. See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts)
Three Months Ended December 31 -------------------------- 1997 1996 ------------ ------------ SALES $ 231,136 $ 225,715 Cost of products sold 141,539 138,229 ------------ ------------ GROSS PROFIT 89,597 87,486 OPERATING EXPENSES Research and development 7,071 8,953 Sales and administrative 38,437 38,712 ------------ ------------ 45,508 47,665 ------------ ------------ OPERATING INCOME 44,089 39,821 OTHER Interest expense 1,614 1,259 Interest income (1,073) (694) Other expense (income) 616 (77) ------------ ------------ 1,157 488 ------------ ------------ INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 42,932 39,333 Income taxes 14,598 13,766 ------------ ------------ INCOME FROM CONTINUING OPERATIONS 28,334 25,567 DISCONTINUED OPERATIONS Loss from operations of Network Products Business, net of applicable tax benefit 0 1,227 ------------ ------------ NET INCOME $ 28,334 $ 24,340 ============ ============ BASIC AND DILUTED EARNINGS PER SHARE Continuing Operations $ .32 $ .28 ============ ============ Net Income $ .32 $ .27 ============ ============ AVERAGE SHARES OUTSTANDING Basic 89,187 90,723 ============ ============ Diluted 89,719 91,570 ============ ============ See Notes to Consolidated Financial Statements.
ANDREW CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars In thousands)
Three Months Ended December 31 ----------------------------- 1997 1996 ------------- ------------ CASH FLOWS FROM OPERATIONS Net Income $ 28,334 $ 24,340 ADJUSTMENTS TO NET INCOME Restructuring costs (232) 0 Depreciation and amortization 8,642 9,304 Decrease in accounts receivable 4,723 11,692 Decrease (Increase) in inventories 5,194 (820) Increase in miscellaneous current and other assets (1,916) (2,501) Increase in receivables from affiliates 0 (145) Decrease in accounts payable and other liabilities (8,888) (1,788) Other 12 95 ------------- ------------ NET CASH FROM OPERATIONS 35,869 40,177 INVESTING ACTIVITIES Capital expenditures (12,505) (11,519) Acquisition of businesses, net of cash acquired (3,000) 0 Investment in and advances to affiliates 11,497 (1,434) Proceeds from sale of property, plant and equipment 92 118 ------------- ------------ NET CASH USED FOR INVESTING ACTIVITIES (3,916) (12,835) FINANCING ACTIVITIES Proceeds from issuance of long-term debt 6,131 0 Short-term borrowings (payments) - net (3,546) 2,807 Purchases of treasury stock (32,463) 0 Stock purchase and option plans 380 2,714 ------------- ------------ NET CASH (USED FOR) FROM FINANCING ACTIVITIES (29,498) 5,521 Effect of exchange rate changes on cash (2,530) 623 ------------- ------------ TOTAL (DECREASE) INCREASE FOR THE PERIOD (75) 33,486 Cash and Equivalents at Beginning of Period 93,823 31,295 ------------- ------------ CASH AND EQUIVALENTS AT END OF PERIOD $ 93,748 $ 64,781 ============= ============ See Notes to Consolidated Financial Statements.
ANDREW CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended December 31, 1997 are not necessarily indicative of the results that may be expected for the year ending September 30, 1998. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's annual report on Form 10-K for the year ended September 30, 1997. NOTE B--EARNINGS PER SHARE In 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 128, Earnings Per Share. Statement 128 replaces the computation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share, excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. The company adopted Statement 128 in the first quarter of fiscal year 1998. All share and per share amounts have been presented, and where necessary, restated to conform with the requirements of Statement 128. The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended December 31 -------- -- -------- 1997 1996 -------- -------- (In thousands, except per share amounts) BASIC EARNINGS PER SHARE Numerator: Numerator for income from continuing operations per share 28,334 25,567 Numerator for net income per share 28,334 24,340 Denominator: Weighted average shares outstanding 89,187 90,723 ======= ======= Income from continuing operations per share - basic $0.32 $0.28 ======= ======= Net income per share - basic $0.32 $0.27 ======= ======= DILUTED EARNINGS PER SHARE Numerator: Numerator for income from continuing operations per share 28,334 25,567 Numerator for net income per share 28,334 24,340 Denominator: Weighted average shares outstanding 89,187 90,723 Effect of dilutive securities: Stock options 532 847 ======= ======= 89,719 91,570 ======= ======= Income from continuing operations per share - diluted $0.32 $0.28 ======= ======= Net income per share - diluted $0.32 $0.27 ======= =======
Options to purchase 706,000 shares of common stock, at prices ranging from $27.19 - $38.17 per share, were not included in the December 1997 computation of diluted earnings per share, because the option's exercise price was greater than the average market price of the common shares. Options to purchase 478,000 shares of common stock at a price of $38.17 per share were not included in the December 1996 diluted earnings per share calculation since the option's exercise price was higher than the average market price of the common shares. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales for the quarter ended December 31, 1997 were $231.1 million, an increase of 2% over the very strong first quarter of fiscal year 1997. International wireless infrastructure sales growth, specifically in the Asia-Pacific and Latin America markets, offset the slight sales decline in the U.S. wireless infrastructure market. Sales to the common carrier and private microwave market and land mobile radio market also increased over the same period last fiscal year. Sales growth in these markets was partially offset by significant declines in the wireless accessories market and a slight overall decline in the broadcast and government market. From a product standpoint, increases in coaxial cable sales helped compensate the overall decline in wireless telephone accessories compared to the first quarter of fiscal year 1997. An issue that many international companies are facing is the effect of the volatile Asia-Pacific economies on operating results. Thus far, we have not been adversely affected by these economic issues. At this point in time, we do not anticipate that such volatility will cause any severe impact on our overall fiscal year 1998 expectations. Cost of products sold, as a percentage of sales, remained stable at 61.2% compared to the same period last fiscal year. A favorable product mix, consisting of mainly higher coaxial cable sales and lower wireless accessories sales, offset increased competitive price pressure keeping cost of goods sold, as a percentage of sales, unchanged. As a percentage of sales, operating expenses decreased 1.4% to 19.7%, compared to the first quarter of fiscal year 1997. Research and development expenses, as a percentage of sales, for the quarter ended December 31, 1997 decreased to 3.1% compared to 4.0% for the same period last fiscal year. The decrease is due primarily to the elimination of the company's fiber optic sensors and global messaging development activities. Sales and administrative expenses, as a percentage of sales, decreased to 16.6% compared to 17.2% for the first quarter of fiscal year 1997. Net interest expense remained relatively unchanged compared to the first quarter of fiscal year 1997. Other expense increased slightly during the quarter mainly due to foreign exchange losses. LIQUIDITY AND CAPITAL RESOURCES During the first three months of fiscal year 1998, the company's cash and cash equivalents remained relatively stable compared to the end of fiscal year 1997. The company generated $35.9 million in cash from its operations, principally from earnings of $28.3 million, which include non-cash charges of $8.4 million. Accounts receivable collections generated $4.7 million in cash during the first quarter of fiscal year 1998. Days sales in billed receivables for the quarter remained steady at 67 days compared to fiscal 1997 year end. Inventory movement accounted for a $5.2 million inflow of cash for the quarter ended December 31, 1997. During the quarter, the company's inventory turnover ratio increased to 3.5 times compared to 3.3 times at September 30, 1997. These inflows were partially offset by payments of $8.9 million for accounts payable and other current liabilities. Net cash used in investing activities was $3.9 million for the quarter ended December 31, 1997. During the first three months of fiscal year 1998, the company invested $12.5 million in property, plant and equipment, of which $3.6 million was spent on its facility in China. Also, the company's Russian joint ventures began receiving outside financing under Andrew Corporation's line of credit with Bank of America. This allowed the ventures to remit $11.5 million in funds to the company. The company expects to receive an additional $10 to $15 million in funds from the joint ventures over the next three to six months. In addition, Andrew Corporation increased its ownership interest in its Brazilian operations to 70% for $3.0 million. Net cash used in financing activities was $29.5 million for the first three months of fiscal year 1998. During this period, the company repurchased 1,305,000 shares of its common stock for $32.5 million. Since the May 1997 authorization to buyback up to 5,000,000 shares of its common stock, the company has repurchased 2,850,000 shares at a total cost of $74.1 million. During the first quarter of fiscal year 1998, the company's operations in Brazil borrowed $6.1 million in long-term debt, at a weighted average interest rate of 12%, to pay off a portion of its outstanding line of credit with ABN-AMRO. During fiscal year 1997, the ABN-AMRO line of credit, used only for local currency borrowings in Brazil, had a weighted average interest rate of 22%. YEAR 2000 In 1994, the company instituted a program to routinely review and upgrade its computer hardware and software to both improve operations and comply with the year 2000 issue. The company is currently in the process of upgrading several of its business systems, which will be completed by December 1998. In the event that these systems are not in place by the year 2000, the company does not expect any significant disruption in operations. The company does not expect the costs directly associated with year 2000 compliance will be material to its financial condition or results of operations. The company, also, does not expect any significant disruption in operations in the event that any of its suppliers or customers do not successfully achieve year 2000 compliance. RISK FACTORS Statements included in this Form 10-Q 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. Certain factors that could cause the company's results to differ materially from forecasts or expectations include, but are not limited to: the impact of competitive products and pricing; regional economic or political conditions that may impact customers' ability to purchase our products and services; availability of qualified technical management, principally in emerging markets and end user demand for wireless communication products. PART II--OTHER INFORMATION Item 6. Exhibits and reports on Form 8-K a) EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.(A)C Executive Severance Benefit Plan (I) Agreement with Robert J. Hudzik (II) Agreement with Debra B. Huttenburg 27.1 Financial Data Schedule December 31, 1997 27.2 Restated Financial Data Schedule December 31, 1996
(b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended December 31, 1997. 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 thereunto duly authorized. Date February 6, 1998 \s\ F. L. English ---------------------- ------------------ F. L. English Chairman, President and Chief Executive Officer Date February 6, 1998 \s\ C. R. Nicholas ---------------------- ------------------ C. R. Nicholas Executive Vice President and Chief Financial Officer EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.(A)C Executive Severance Benefit Plan (I) Agreement with Robert J. Hudzik (II) Agreement with Debra B. Huttenburg 27.1 Financial Data Schedule December 31, 1997 27.2 Restated Financial Data Schedule December 31, 1996
EX-10.(A)C(I) 2 EXECUTIVE SEVERANCE BENEFIT PLAN-R. J. HUDZIK EXHIBIT 10.(A)C(I) ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT THIS AGREEMENT made as of 1 December 1997, between Andrew Corporation, a Delaware corporation (the "Company"), and Robert J. Hudzik (the "Executive"). W I T N E S S E T H: 1. Participation. The Executive has been designated as a participant in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by the Compensation Committee of the Board of Directors of the Company. 2. Plan Benefits. The Executive agrees to be bound by the provisions of the Plan, including those provisions which relate to his eligibility to receive benefits and to the conditions affecting the form, manner, time and terms of benefit payments under the Plan, as applicable. The Executive understands and acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan in order to eliminate any "excess parachute payments" as defined under Section 4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect to receive his Plan benefits in installment payments, as provided under Section 9 of the Plan, by signing the statement included on page three of this Agreement. The Executive may make an election to receive installment payments, or may revoke any such election, at any time prior to the date which is ten days prior to the date on which a Change in Control is deemed to have occurred; provided that any election subsequent to the execution of this Agreement or any revocation shall be in writing and shall be subject to the approval of the Compensation Committee. 3. Federal and State Laws. The Executive shall comply with all federal and state laws which may be applicable to his participation in this Plan, including without limitation, his entitlement to, or receipt of, any benefits under the Plan. If the Executive is subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 as amended and in effect at the time of any Plan benefit payment, he shall comply with the provisions of Section 16(b), including any applicable exemptions thereto, whether or not such provisions and exemptions apply to all or any portion of his Plan benefit payments. 4. Amendment and Termination. The Board of Directors may amend, modify, suspend or terminate the Plan or this Agreement at any time, subject to the following: (a) without the consent of the Executive, no such amendment, modification, suspension or termination shall reduce or diminish his right to receive any payment or benefit then due and payable under the Plan immediately prior to such amendment, modification, suspension or termination; and (b) in the event of a Change in Control pursuant to Section 5 of the Plan, no such amendment, modification, suspension or termination of benefits, and eligibility therefor, will be effective prior to the expiration of the 48- consecutive-month period following the date of the Change in Control. 5. Beneficiary. The Executive hereby designates his primary beneficiary as Teresa M. Hudzik, who will receive any unpaid benefit payments in the event of the Executive's death prior to full receipt thereof. In the event that the primary beneficiary predeceases the Executive, his unpaid benefits shall be paid to Catherine, Karen and Susan Hudzik as secondary beneficiaries. If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries' names. Except as required by applicable law, the Executive's beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits. 6. Arbitration. The Executive agrees to be bound by any determination rendered by arbitrators pursuant to Section 11 of the Plan. 7. Employment Rights. The Plan and this Agreement shall not be construed to give the Executive the right to be continued in the employment of the Company or to give the Executive any benefits not specifically provided by the Plan. IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to be executed and the Executive has executed this Agreement, both as of the day and year first above written. ANDREW CORPORATION \s\ Robert J. Hudzik By:\s\ F. L. English - ----------------------------- ------------------------------- Robert J. Hudzik F. L. English Vice President Chairman, President and Business Development Chief Executive Officer ELECTION OF INSTALLMENTS I hereby elect to receive my Plan benefits in installment payments pursuant to the terms of Section 9 of the Plan. \s\ Robert J. Hudzik ----------------------------------------- Robert J. Hudzik EX-10.(A)C(II) 3 EXECUTIVE SEVERANCE BENEFIT PLAN-D. B. HUTTENBURG EXHIBIT 10.(A)C(II) ANDREW CORPORATION EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT THIS AGREEMENT made as of 1 December 1997, between Andrew Corporation, a Delaware corporation (the "Company"), and Debra B. Huttenburg (the "Executive"). W I T N E S S E T H: 1. Participation. The Executive has been designated as a participant in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by the Compensation Committee of the Board of Directors of the Company. 2. Plan Benefits. The Executive agrees to be bound by the provisions of the Plan, including those provisions which relate to his eligibility to receive benefits and to the conditions affecting the form, manner, time and terms of benefit payments under the Plan, as applicable. The Executive understands and acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan in order to eliminate any "excess parachute payments" as defined under Section 4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect to receive his Plan benefits in installment payments, as provided under Section 9 of the Plan, by signing the statement included on page three of this Agreement. The Executive may make an election to receive installment payments, or may revoke any such election, at any time prior to the date which is ten days prior to the date on which a Change in Control is deemed to have occurred; provided that any election subsequent to the execution of this Agreement or any revocation shall be in writing and shall be subject to the approval of the Compensation Committee. 3. Federal and State Laws. The Executive shall comply with all federal and state laws which may be applicable to his participation in this Plan, including without limitation, his entitlement to, or receipt of, any benefits under the Plan. If the Executive is subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 as amended and in effect at the time of any Plan benefit payment, he shall comply with the provisions of Section 16(b), including any applicable exemptions thereto, whether or not such provisions and exemptions apply to all or any portion of his Plan benefit payments. 4. Amendment and Termination. The Board of Directors may amend, modify, suspend or terminate the Plan or this Agreement at any time, subject to the following: (a) without the consent of the Executive, no such amendment, modification, suspension or termination shall reduce or diminish his right to receive any payment or benefit then due and payable under the Plan immediately prior to such amendment, modification, suspension or termination; and (b) in the event of a Change in Control pursuant to Section 5 of the Plan, no such amendment, modification, suspension or termination of benefits, and eligibility therefor, will be effective prior to the expiration of the 48- consecutive-month period following the date of the Change in Control. 5. Beneficiary. The Executive hereby designates his primary beneficiary as Jerome C. Huttenburg, who will receive any unpaid benefit payments in the event of the Executive's death prior to full receipt thereof. In the event that the primary beneficiary predeceases the Executive, his unpaid benefits shall be paid to Jerome C. Huttenburg as secondary beneficiary. If more than one primary or secondary beneficiary has been indicated, each primary beneficiary or, if none survives, each secondary beneficiary will receive an equal share of the unpaid benefits unless the Executive indicates specific percentages next to the beneficiaries' names. Except as required by applicable law, the Executive's beneficiary or beneficiaries shall not be entitled to any medical, life or other insurance-type welfare benefits. 6. Arbitration. The Executive agrees to be bound by any determination rendered by arbitrators pursuant to Section 11 of the Plan. 7. Employment Rights. The Plan and this Agreement shall not be construed to give the Executive the right to be continued in the employment of the Company or to give the Executive any benefits not specifically provided by the Plan. IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to be executed and the Executive has executed this Agreement, both as of the day and year first above written. ANDREW CORPORATION \s\ Debra B. Huttenburg By:\s\ F. L. English - ----------------------------- ------------------------------ Debra B. Huttenburg F. L. English Group President Chairman, President and Antenna Systems Chief Executive Officer ELECTION OF INSTALLMENTS I hereby elect to receive my Plan benefits in installment payments pursuant to the terms of Section 9 of the Plan. \s\ Debra B. Huttenburg ----------------------------------------- Debra B. Huttenburg EX-27.1 4 ART. 5 FDS FOR 12-31-97 10Q
5 1,000 3-MOS SEP-30-1998 DEC-31-1997 93,748 0 183,172 3,487 161,874 448,516 363,385 224,088 670,920 112,093 41,881 0 0 1,027 499,291 670,920 231,136 231,136 141,539 141,539 45,508 166 1,614 42,932 14,598 28,334 0 0 0 28,334 0.32 0.32
EX-27.2 5 ART. 5 FDS FOR 12-31-96 10Q
5 1,000 3-MOS SEP-30-1997 DEC-31-1996 64,781 0 190,123 4,008 169,098 429,093 346,650 209,808 663,018 119,982 40,377 0 0 685 484,427 663,018 225,715 225,715 138,229 138,229 47,665 191 1,259 39,333 13,766 25,567 1,227 0 0 24,340 0.27 0.27 All amounts in this exhibit have been restated to reflect the disposal of the company's network products business, as well as a three-for-two stock split for stockholders of record on February 25, 1997.
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