-----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, FY1tML3552jwYNTyLl+OBR0qrqCIvyBK4eaPmaqa5EhokzR9J3wUknHirh7isnaz AmuedyQhVA7sIhljD0ilUA== 0000895345-08-000034.txt : 20080128 0000895345-08-000034.hdr.sgml : 20080128 20080128172435 ACCESSION NUMBER: 0000895345-08-000034 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080128 DATE AS OF CHANGE: 20080128 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31954 FILM NUMBER: 08555193 BUSINESS ADDRESS: STREET 1: 3 WESTBROOK CORPORATE CENTER, SUITE 900 CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: (708) 236-6600 MAIL ADDRESS: STREET 1: 3 WESTBROOK CORPORATE CENTER, SUITE 900 CITY: WESTCHESTER STATE: IL ZIP: 60154 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: 3 WESTBROOK CORPORATE CENTER, SUITE 900 CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: (708) 236-6600 MAIL ADDRESS: STREET 1: 3 WESTBROOK CORPORATE CENTER, SUITE 900 CITY: WESTCHESTER STATE: IL ZIP: 60154 SC TO-I/A 1 lhsctoia-andrew_andrew.htm SC TOIA lhsctoia-andrew_andrew.htm



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________

SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)
____________________________

ANDREW CORPORATION
(Name of Subject Company (Issuer))

____________________________


ANDREW CORPORATION

(Name of Filing Persons (Issuer))

3¼ % CONVERTIBLE SUBORDINATED NOTES DUE 2013

(Title of Class of Securities)

034425 AA 6
034425 AB 4

(CUSIP Number of Class of Securities)

Frank B. Wyatt, II
Senior Vice President, General Counsel and Secretary
CommScope, Inc.
1100 CommScope Place, SE
P.O. Box 339
Hickory, North Carolina 28602
(828) 324-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:
     

Lois Herzeca, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

____________________________

CALCULATION OF FILING FEE


     
TRANSACTION VALUATION1
 
  
AMOUNT OF FILING FEE2
 
 
$167,082,678.75
  
$6,567

1.
Calculated solely for purposes of determining the filing fee. Based upon the maximum aggregate purchase price payable for the 3¼% Convertible Subordinated Notes Due 2013 (the “Notes”) in connection with a designated event repurchase offer pursuant to the Indenture relating to the Notes, calculated as the sum of (a) $164,411,000 representing 100% of the principal amount of the notes outstanding, plus (b) $2,671,678.75 representing accrued and unpaid interest on the notes through February 14, 2008, the day prior to the currently anticipated repurchase date.

2.
The amount of the filing fee, calculated in accordance with Section 13(e)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), equals $39.30 per $1,000,000 of the value of securities proposed to be purchased.

x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $6,567                                                                                           Filing Party: Andrew Corporation

Form or Registration No.: TO/005-31954                                                                                     Date Filed: January 10, 2008

¨           Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:
 

¨
third party tender offer subject to Rule 14d-1.
¨
going-private transaction subject to Rule 13e-3.
 
x
issuer tender offer subject to Rule 13e-4.
¨
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨



      
        
      
      
                     
    

Explanatory Note
 
This Amendment No. 1 (the “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by Andrew Corporation, a Delaware corporation (“Andrew”), with the Securities and Exchange Commission on January 10, 2008 (the “Schedule TO”), relating to its offer to purchase for cash all of Andrew’s 3¼% Convertible Subordinated Notes due 2013 (the “Notes”), issued pursuant to the Indenture, dated as of August 8, 2003, between Andrew and The Bank of New York Trust Company, N.A., formerly known as BNY Midwest Trust Company, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture dated as of December 27, 2007 (the “Supplemental Indenture”) between Andrew and the Trustee (as so amended and supplemented, the “Indenture”), pursuant to the terms and conditions of the notice of designated event and offer to purchase dated January 10, 2008 (as may be amended and supplemented from time to time, the “Offer to Purchase”) attached to the Schedule TO as Exhibit (a)(1), the Indenture and the Notes (the “Offer”).
 
Item 11.                 Additional Information.
 
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
 
On January 28, 2008, CommScope, Inc. filed an amendment on Form 8-K/A (“Form 8-K/A”) to its Current Report on Form 8-K filed on December 28, 2007, regarding the completion of its acquisition of Andrew Corporation.  The Form 8-K/A included as its exhibits financial statements related to the completed acquisition that were required by Item 9.01 of Form 8-K.  Copies of the financial statements that were not previously incorporated by reference into the Schedule TO are incorporated by reference herein as Exhibit (a)(5)(C).
 
Item 12.                 Exhibits.
 
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
 
(a)(5)(C)
Unaudited Pro Forma Condensed Combined Financial Statements of CommScope, Inc. (incorporated by reference to CommScope, Inc.’s Current Report on Form 8-K/A, filed on January 28, 2008).


      
        
      
      
                            
    



 SIGNATURE



After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.



Dated:  January 28, 2008


ANDREW CORPORATION
  
   
   
By:          /s/ Frank B. Wyatt, II
  
Name:     Frank B. Wyatt, II
  
Title:       Senior Vice President, General Counsel and Secretary
  
 

 


 


      
        
      
      
                      
    


 
Index to Exhibits


Exhibit
Number                     Description
     
 
(a)(1)
Notice of Designated Event and Offer to Purchase dated January 10, 2008.*
   
(a)(5)(A)
Press release of CommScope and Andrew dated December 27, 2007 (Previously filed pursuant to Rule 13e-4(c) under the Exchange Act as Exhibit 99.1 on CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
   
(a)(5)(B)
Press release of CommScope and Andrew dated January 10, 2008 announcing the commencement of the Offer.*
   
(a)(5)(C)
Unaudited Pro Forma Condensed Combined Financial Statements of CommScope, Inc. (incorporated by reference to CommScope, Inc.’s Current Report on Form 8-K/A, filed on January 28, 2008).
   
(b)
Credit Agreement, dated as of December 27, 2007, by and among CommScope, Bank of America, as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders Party thereto, Banc of America Securities LLC, and Wachovia Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and Calyon New York Branch, as Co-Documentation Agents (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
   
(d)(1)
Indenture dated August 8, 2003 by and among Andrew and BNY Midwest Trust Company, as Trustee for the 3¼ % Convertible Subordinated Notes due 2013. (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
   
(d)(2)
Supplemental Indenture dated December 27, 2007, by and among Andrew and The Bank of New York Trust Company, N.A., as Trustee for the 3¼% Convertible Subordinated Notes due 2013.  (Incorporated by reference to CommScope’s Current Report on Form 8-K filed with the SEC on December 28, 2007).
   
(d)(3)
Registration Rights Agreement dated as of August 8, 2003 between Andrew Corporation, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and Citigroup Global Markets Inc. *


*
Previously filed with the Tender Offer Statement on January 10, 2008.






 

 

 

 

 

 

 

 



 



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