-----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, GfM8POHuGEaDaiPDL3SPduiOoZf0V1n9IP91psr5cPScacAdzrcD9E1YzKaO9uEl DtU9KbE9KuwkUAsAPp16JA== 0000912057-00-013653.txt : 20000328 0000912057-00-013653.hdr.sgml : 20000328 ACCESSION NUMBER: 0000912057-00-013653 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 20000327 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: 11-K SEC ACT: SEC FILE NUMBER: 001-14617 FILM NUMBER: 579169 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE PERIOD FROM________ TO ____________ COMMISSION FILE NUMBER 001-14617 A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF ISSUER NAMED BELOW: ANDREW PROFIT SHARING PLAN B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS EXECUTIVE OFFICE: ANDREW CORPORATION 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) Financial Statements and Supplemental Schedules Andrew Profit Sharing Plan YEARS ENDED SEPTEMBER 30, 1999 AND 1998 WITH REPORT OF INDEPENDENT AUDITORS Employer Identification #36-2092797 Plan #001 Andrew Profit Sharing Plan Financial Statements and Supplemental Schedules Years ended September 30, 1999 and 1998 CONTENTS
Report of Independent Auditors.........................................................................1 Financial Statements Statements of Net Assets Available for Benefits........................................................3 Statements of Changes in Net Assets Available for Benefits.............................................4 Notes to Financial Statements..........................................................................5 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes............................................11 Line 27d - Schedule of Reportable Transactions........................................................12
Report of Independent Auditors Trustees Andrew Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of Andrew Profit Sharing Plan as of September 30, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at September 30, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of September 30, 1999, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. 1 The information presented in the Schedule of Assets Held for Investment Purposes and the Schedule of Reportable Transactions does not disclose the historical cost of certain investments. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Ernst & Young LLP Chicago, Illinois March 17, 2000 2 EIN 36-2092797 Plan #001 Andrew Profit Sharing Plan Statements of Net Assets Available for Benefits
SEPTEMBER 30 1999 1998 ------------------------------------------ ASSETS Investments, at fair value $217,873,717 $191,321,446 Receivables: Andrew Corporation and subsidiaries cash Contributions 4,017,046 8,147,871 Andrew Corporation and subsidiaries noncash Contributions 1,593,989 5,815,986 Accrued income - 157,310 ------------------------------------------ Total assets 223,484,752 205,442,613 LIABILITIES Refunds to participants - 1,319,366 ------------------------------------------ Net assets available for benefits $223,484,752 $204,123,247 ========================================== SEE NOTES TO FINANCIAL STATEMENTS.
3 EIN 36-2092797 Plan #001 Andrew Profit Sharing Plan Statements of Changes in Net Assets Available for Benefits
SEPTEMBER 30 1999 1998 ---------------------------------------- ADDITIONS Contributions: Andrew Corporation and subsidiaries - cash $ 4,017,046 $ 8,147,871 Andrew Corporation and subsidiaries noncash 1,593,989 5,815,986 Participants 6,876,614 5,402,897 ---------------------------------------- 12,487,649 19,366,754 Investment income: Dividend and interest income 11,180,571 8,816,782 Net realized and unrealized appreciation (depreciation) in fair value of investments 28,615,556 (63,858,435) ---------------------------------------- 39,796,127 (55,041,653) ---------------------------------------- 52,283,776 (35,674,899) DEDUCTIONS Benefits paid to terminated and retired participants (32,813,090) (26,209,429) Administrative expenses (109,181) (56,471) ---------------------------------------- (32,922,271) (26,265,900) ---------------------------------------- Net increase (decrease) 19,361,505 (61,940,799) Net assets available for benefit at beginning of year 204,123,247 266,064,046 ---------------------------------------- Net assets available for benefits at end of year $223,484,752 $204,123,247 ========================================
SEE NOTES TO FINANCIAL STATEMENTS. 4 EIN 36-2092797 Plan #001 Andrew Profit Sharing Plan Notes to Financial Statements Years ended September 30, 1999 and 1998 1. DESCRIPTION OF THE PLAN GENERAL The following description of the Andrew Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provision. The Plan is a defined-contribution plan covering certain United States employees of Andrew Corporation and subsidiaries (the Company). An employee becomes eligible to participate in the Plan on the first day of the calendar quarter after completing 514 hours of service. Effective July 1, 1998, an employee becomes eligible to participate in the Plan after completing 90 days of continuous service. The Plan was established to afford employees an opportunity to share in the Company's profits and to save systematically. CONTRIBUTIONS The Company's profit-sharing contribution is made from current earnings in accordance with the Plan agreement and approval by the Board of Directors of the Company. As of July 1, 1998, 50% of this profit-sharing contribution is nonparticipant-directed and is allocated to the fixed account portion of the Andrew Stock Fund (non-cash). The remaining 50% is allocated based on participant's elections (cash). In addition, the Company matches amounts contributed by participants subject to limitation by the Plan agreement (see below). Each participant's maximum contribution under the Plan is 15% (and not less than 3%) of annual gross earnings unless the participant's annual gross pay exceeds $80,000 in which case the maximum is limited to 10% of gross pay. Participants with over two full years of service with the Company who contribute 3% or more of their gross earnings receive a Company matching contribution also equal to 3% of their gross earnings. INVESTMENT OPTIONS Effective July 1, 1998, participants may elect to contribute to thirteen investment fund options. There are no restrictions on interfund transfers except for those involving Andrew Corporation common stock. These transfers are limited to once per quarter. 5 Andrew Profit Sharing Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) Prior to July 1, 1998, the Plan maintained three funds, The Collective Trust Fund, the Fidelity Investment Fund, and the Loan Fund. Company and participant contributions were directed to the Collective Trust Fund. Participants under age 55 could transfer up to 50% of their unencumbered Collective Trust Fund account balances to the Fidelity Investment Funds (comprised of eight separate funds); participants over age 55 could transfer 100% of their unencumbered account balances. The Trustees designated that a participant could make only one transfer between funds per Plan fiscal year; however, this limitation was subject to change at the Trustees' discretion. Additionally, each participant could at any time during the year and as often as desired without limit, transfer amounts between any combination of the eight available Fidelity Investment Funds. INDIVIDUAL PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of: a) the Company's contributions, b) Plan earnings, and c) forfeited balances of terminated participants' nonvested accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. PARTICIPANT NOTES RECEIVABLE A participant may borrow from the Plan at terms deemed appropriate by the Trustees. Loan amounts may not exceed limitations specified by the Trust agreement and by the Tax Reform Act of 1986. Generally, loans are repayable within five years, and a participant's total outstanding loan balance is limited to the lesser of: (1) 50% of the participant's vested account balance under the plan, (2) $50,000 reduced by the participant's highest loan balance during the preceding 12 months, or (3) the portion of the participant's account balance under the plan that is not invested in the Andrew Stock Fund Fixed Account. Interest on loans paid to the Plan is allocated to borrowers through the Loan Fund at rates in effect at the time of the loan. Effective July 1, 1998, a loan application fee of $50 was put into effect. PAYMENT OF BENEFITS Upon the retirement or death of a participant, distribution to the participant or the participant's beneficiary may be made in a lump sum, in approximate equal installments over a reasonable period, or by purchase of an annuity contract from one or more life insurance companies, subject to certain limitations. The annuity distribution option applies only to that portion of a participant's account balance attributable to contributions made prior to July 1, 1998. 6 Andrew Profit Sharing Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) VESTING Participants who leave the Company prior to retirement or disability receive the full amount of their contributions, company matching contributions, and earnings thereon up to the date on which such resignation or discharge occurs. In addition, participants receive the entire amount of Company profit-sharing contributions, earnings thereon, and forfeitures credited to them if the participants have five or more years of service with the Company. Participants with less than five years of service receive 20% of the Company contributions, earnings thereon, and forfeitures credited to them for each year of service. The reduction resulting from less than five full calendar years' service is defined as a forfeiture and is subsequently reallocated to the remaining participants in the Plan as of the next succeeding year-end. 2. SIGNIFICANT ACCOUNTING POLICIES INVESTMENT VALUATION Investments are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan's fiscal year; securities traded in over-the-counter markets and listed securities for which no sale was reported on that date are valued at the last reported bid price. Investments in mutual funds are stated at fair value, using quoted market prices of underlying investments. Loans to participants are stated at their outstanding principal amount, which approximates fair value. ADMINISTRATIVE EXPENSES All costs and expenses incurred with regard to independent fund managers and purchase and sale of investments are borne by the Plan. Administrative and general expenses, principally payroll costs of Plan administration, are borne by the Company. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 7 Andrew Profit Sharing Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RECLASSIFICATION Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. RELATED PARTY TRANSACTION On June 30, 1998, the Company purchased from the Plan 1,664,826 shares of Andrew Corporation common stock at the June 30, 1998, average high/low price per share of $18.344 per share, totaling $30,539,568. 3. INVESTMENTS The Plan's investments (including investments bought, sold, and held during the fiscal year) appreciated (depreciated) in fair value in 1999 and 1998, as follows:
NET REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION) IN FAIR VALUE DURING YEAR ----------------------------- Year ended September 30, 1999: Andrew Corporation common stock* $ 13,427,800 Mutual Funds 15,187,756 ----------------------------- $ 28,615,556 ============================= Year ended September 30, 1998: Andrew Corporation common stock* $(55,391,104) Mutual Funds (8,467,331) ----------------------------- $(63,858,435) =============================
*A portion of which is nonparticipant directed. 8 Andrew Profit Sharing Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
SEPTEMBER 30 1999 1998 ---------------------------------------- Andrew Corporation common stock* $59,330,629 $42,450,012 Fidelity Magellan Fund 19,298,743 13,616,685 American Century Income & Growth Fund 26,722,235 22,128,262 Benham Stable Asset Fund 25,150,777 26,924,834 Barclay's Equity Index Fund - 11,028,770 Vanguard 500 Index Fund 15,639,948 -
*A portion of which is nonparticipant directed (see Note 4). 4. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments (Andrew Common Stock Fixed Account), is as follows:
SEPTEMBER 30 1999 1998 ------------------------------------- Net assets: Investment in Andrew Corporation common stock $40,460,448 $31,230,087 Andrew Corporation and subsidiaries contribution receivable 1,593,989 5,815,986 ------------------------------------- $42,054,437 $37,046,073 ===================================== YEAR ENDED SEPTEMBER 30 1999 ---------------- Changes in net assets: Andrew Corporation contributions $1,593,989 Net realized and unrealized (depreciation) in fair value of investments 9,420,035 Benefits paid (3,622,648) Interfund transfers (2,383,012) ----------------- $5,008,364 =================
9 Andrew Profit Sharing Plan Notes to Financial Statements (continued) 4. NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED)
YEAR ENDED SEPTEMBER 30, 1998 --------------------------------------- ANDREW COMMON STOCK COLLECTIVE FUND FIXED ACCOUNT TRUST FUND* --------------------------------------- Changes in net assets: Andrew Corporation contributions $ 5,815,986 $ - Participant contributions - 5,030,313 Dividend and interest income - 2,762,807 Net realized and unrealized depreciation in fair value of investments (11,493,158) (40,006,634) Benefits paid (729,213) (16,431,473) Administrative expenses - (35,101) Interfund transfers 43,452,458 (160,243,875) --------------------------------------- $37,046,073 $(208,923,963) =======================================
*Comprised of Andrew Corporation common stock, common trust funds, and money market funds. The Fund was eliminated July 1, 1998. 5. PLAN TERMINATION The Company has the right to amend or alter the Plan or discontinue it by giving written notice of intention to do so to the Trustees prior to the last day of the Plan year for which such discontinuance becomes effective. In the event of Plan termination, participants will become 100% vested in their accounts. 6. INCOME TAX STATUS The Internal Revenue Service ruled on December 29, 1995, that the Plan qualifies under section 401(a) of the IRC, and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 7. SUBSEQUENT EVENTS Effective October 1, 1999, the Passive Power Products 401(k) Plan was merged into the Plan. Effective April 1, 2000, the Andrew Corporation Wireless Products Group 401(k) Plan will merge into the Plan. 10 Supplemental Schedules EIN 36-2092797 Plan #001 Andrew Profit Sharing Plan Line 27a - Schedule of Assets Held for Investment Purposes September 30, 1999
NUMBER OF CURRENT IDENTITY OF ISSUE SHARES COST VALUE - ------------------------------------------------------------------------------------------------------------- COMMON STOCK ANDREW CORPORATION* Fixed - Nonparticipant directed 2,328,658 ** $ 40,460,448 Trading - Participant directed 1,076,964 ** 18,870,181 ----------------- 59,330,629 FIDELITY INVESTMENT FUNDS* Puritan Fund 388,952 $ 7,973,089 7,238,404 Magellan Fund 158,160 17,999,991 19,298,743 Equity Income Fund 170,339 9,634,518 9,544,149 PIMCO FUNDS Total Return Fund 679,943 7,247,939 6,840,236 Mid Cap Growth Fund 400,174 9,421,084 8,439,677 AMERICAN CENTURY INVESTMENT FUNDS* Equity Income Fund 1,593,108 10,823,921 9,956,924 International Growth Fund 549,923 5,552,832 5,845,692 Income & Growth Fund 891,038 25,491,076 26,722,235 SEI TRUST Benham Stable Asset Fund 25,150,777 25,150,777 25,150,777 J.P. MORGAN FUNDS Diversified Fund 501,412 7,629,537 7,982,488 U.S. Small Company Fund 192,652 4,884,957 4,492,652 VANGUARD 500 Index Fund 131,927 16,913,955 15,639,948 LOANS TO PARTICIPANTS Varying maturities with interest rates ranging from 6% to 13% - 11,391,163 ----------------- Total investments $217,873,717 =================
*INDICATES PARTY IN INTEREST TO THE PLAN. **HISTORICAL COST INFORMATION IS NOT AVAILABLE. 11 EIN 36-2092797 Plan #001 Andrew Profit Sharing Plan Line 27d - Schedule of Reportable Transactions Year ended September 30, 1999
PURCHASE SELLING COST IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE OF ASSET - ------------------------------------------------------------------------------------------------------------------------------ CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS Vanguard Group Vanguard 500 Index Fund $16,598,659 $ $16,598,659 - Barclay's Global Investors Equity Index Fund - 16,589,973 13,780,935 CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS Andrew Corporation Andrew Corporation Common Stock 6,716,120 - 6,716,120 - 8,096,380 * American Century Investments Income & Growth Fund 6,818,503 - 6,818,503 - 6,985,029 6,561,153 International Growth Fund 13,386,059 - 13,386,059 - 14,260,596 14,063,688 Vanguard Group Vanguard 500 Index Fund 18,640,082 - 18,640,082 - 1,670,507 1,726,204 Barclays Global Investors Equity Index Fund 3,539,642 - 3,539,642 - 18,946,933 15,915,290 Fidelity Investment Funds Magellan Fund 8,498,005 - 8,498,005 - 6,338,519 5,714,237 SEI Trust Benham Stable Asset Fund 27,139,885 - 27,139,885 - 28,918,246 28,918,246 CURRENT VALUE OF ASSET ON TRANSACTION DATE NET IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS GAIN (LOSS) - ------------------------------------------------------------------------------------------------------------------- CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS Vanguard Group Vanguard 500 Index Fund $16,598,659 $ - Barclay's Global Investors Equity Index Fund 16,589,973 2,809,038 CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS Andrew Corporation Andrew Corporation Common Stock 6,716,120 - 8,096,380 * American Century Investments Income & Growth Fund 6,818,503 - 6,985,029 423,876 International Growth Fund 13,386,059 - 14,260,596 196,908 Vanguard Group Vanguard 500 Index Fund 18,640,082 - 1,670,507 (55,697) Barclays Global Investors Equity Index Fund 3,539,642 - 18,946,933 3,031,643 Fidelity Investment Funds Magellan Fund 8,498,005 - 6,388,519 624,282 SEI Trust Benham Stable Asset Fund 27,139,885 - 28,918,246 -
There were no category (ii) or (iv) transactions during the year ended September 30, 1999. *HISTORICAL COST INFORMATION IS NOT AVAILABLE. 12 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-57273) pertaining to the Andrew Profit Sharing Plan of Andrew Corp. of our report dated March 17, 2000, with respect to the financial statements and schedules of the Andrew Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended September 30, 1999. Ernst & Young LLP Chicago, Illinois March 27, 2000 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee, which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. ANDREW PROFIT SHARING PLAN By: /s/ Charles R. Nicholas -------------------------------- Charles R. Nicholas Executive Vice President And Chief Financial Officer (Principal Financial Officer) Date: March 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----