8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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) August 9, 2006

ANDREW CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-14617	36-2092797
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

3 Westbrook Corporate Center, Suite 900 Westchester, IL 60154
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (708) 236-6600

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Mutual Termination Agreement

Press Release

Press Release

Item 1.02 Termination of a Material Definitive Agreement.

On August 9, 2006, Andrew Corporation (the “Company”) and ADC Telecommunications Inc. (“ADC”) mutually agreed to terminate the Agreement and Plan of Merger dated as of May 30, 2006, among the Company, ADC and a wholly owned subsidiary of ADC. A copy of the Mutual Termination Agreement dated as of August 9, 2006 is being filed as Exhibit 99.1 to this Current Report on Form 8-K. Under the terms of the Mutual Termination Agreement the Company has paid ADC a termination fee of $10 million and will be obligated to pay an additional fee of $65 million under certain circumstances if the Company consummates a business combination before August 9, 2007. The Company and ADC have released each other and certain related parties from any further liability related to the abandoned merger.

A copy of the press release announcing the termination of the Agreement and Plan of Merger is being filed as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Also on August 9, 2006, the board of directors of the Company voted unanimously to reject an unsolicited proposal from CommScope, Inc. to acquire the Company for $9.50 per share in cash. After a thorough review, the board, in consultation with its advisors, concluded that CommScope Inc.’s proposal is wholly inadequate and not in the best interests of its shareholders. A copy of the press release is being filed as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
99.1	Mutual Termination Agreement dated as of August 9, 2006.
99.2	Press release dated August 9, 2006.
99.3	Press release dated August 9, 2006.

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: August 9, 2006	By:	/s/ Marty Kittrell
		Marty Kittrell
		Chief Financial Officer

EX-99.1

Exhibit 99.1

MUTUAL TERMINATION AGREEMENT

     This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of August 9, 2006, by and among ADC Telecommunications, Inc., a Minnesota corporation (“ADC”), Hazeltine Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of ADC (“Merger Sub”), and Andrew Corporation, a Delaware corporation (“Andrew”).

     WHEREAS, ADC, Andrew and Merger Sub are parties to an Agreement and Plan of Merger, dated as of May 30, 2006 (the “Merger Agreement”) (capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement); and

     WHEREAS, ADC, Andrew and Merger Sub wish to terminate the Merger Agreement in accordance with the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. ADC, Andrew and Merger Sub hereby agree that, upon receipt by ADC of the amount described in Section 2(a) hereof, the Merger Agreement is hereby terminated as of the date hereof and the entire Merger Agreement, including without limitation, Section 8.2 and Section 8.3 thereof, is void and of no further force or effect without, except as provided herein, any liability on the part of ADC, Merger Sub, Andrew, or any of their respective past or present directors, officers, employees, agents, accountants, counsel, financial advisors, subsidiaries, successors and other representatives and Affiliates (“Related Parties”). The foregoing notwithstanding, Section 6.5 of the Merger Agreement shall remain in full force and effect in accordance with its terms, except that the phrase “and in Section 8.3” contained in such Section 6.5 is hereby deleted.

     2. (a) In connection with the execution of this Agreement, Andrew will pay to ADC on the date hereof an amount of cash equal to $10 million (ten million dollars) by wire transfer of immediately available funds to ADC pursuant to the written instructions provided to Andrew by ADC. It is a condition precedent to the effectiveness of this Agreement that ADC shall have received the amount described in the preceding sentence. (b) In the event that, within 12 months after the date hereof, an Acquisition of Andrew is consummated, then Andrew shall pay ADC an amount equal to $65 million (sixty-five million dollars); such fee payment to be made by wire transfer of immediately available funds concurrently upon such consummation.

     3. In consideration of the mutual covenants set forth in this Agreement, the parties, on behalf of themselves and their Related Parties, do hereby release and forever discharge each other and such other party’s Related Parties from any and all claims, demands, rights, actions, causes of action, debts, damages, loss of services, costs, attorneys’ fees, obligations, judgments, expenses, compensation or liabilities of any nature whatsoever, in law or in equity, whether known or unknown, contingent or absolute, that they now have, may have ever had in the past or

may have in the future against each other or their Related Parties by reason of any conduct, harm, matter, cause or thing that has occurred from the beginning of time up to and including the date of this Agreement, that in any way arises from or out of, is based upon, or relates to the Merger Agreement, including: (i) the negotiation, execution, performance, or termination of the Merger Agreement; (ii) any inaccuracy of any representation or warranty contained in the Merger Agreement (including the ADC Disclosure Letter or the Andrew Disclosure Letter); (iii) any non-performance under or any breach of the Merger Agreement; (iv) ADC’s Registration Statement No. 333-135424 on Form S-4 under the Securities Act of 1933, as amended, or the joint proxy statement/prospectus contained therein, any U.S. Securities and Exchange Commission “Rule 425” or “Form 8-K” filings made in connection with the Merger Agreement or the transactions contemplated thereby or any other public filings or statements made in connection with the Merger Agreement or the transactions contemplated thereby; and (v) all regulatory or judicial applications, proceedings, filings, suits, actions or appeals relating to the transactions contemplated by the Merger Agreement. Nothing in this paragraph, however, shall be deemed to release any party from the agreements, representations, warranties, rights, obligations, releases and undertakings contained in this Agreement.

     4. Each of Andrew and ADC acknowledge and agree that the CA will remain in full force and effect in accordance with its terms notwithstanding the execution and delivery of this Agreement.

     5. Each of Andrew, ADC and Merger Sub hereby represents and warrants to the other parties that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with its provisions, (b) this Agreement has been duly authorized, executed and delivered by such party, and (c) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

     6. This Agreement shall be construed and enforced in accordance with, and be governed by, the laws of the State of Delaware without regard to its conflict of law provisions, and it may not be modified, amended or terminated, nor may the provisions hereof be waived, other than in a written instrument executed by all parties hereto.

     7. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

     8. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent via facsimile (receipt confirmed) or sent by a nationally recognized overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

2

(a)	if to Andrew to:
	Andrew Corporation
	3 Westbrook Corporate Center
	Westchester, IL 60154
	Fax No: (708) 492-3823
	Attention: Senior Vice President, General Counsel and Secretary
	with a copy to:
	Mayer, Brown, Rowe & Maw LLP
	71 S. Wacker Drive
	Chicago, IL 60606
	Fax No: (312) 706-8164
	Attention: James T. Lidbury
(b)	if to ADC or Merger Sub, to:
	ADC Telecommunications, Inc.
	13625 Technology Drive
	Eden Prairie, MN 55344
	Fax No: (952) 917-0893
	Attention: Office of General Counsel
	with a copy to:
	Dorsey & Whitney LLP
	50 South Sixth Street, Suite 1500
	Minneapolis, MN 55402-1498
	Fax No: (612) 340-7800
	Attention: Robert A. Rosenbaum

     9. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

3

     IN WITNESS WHEREOF, ADC, Merger Sub and Andrew have caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of the date first written above.

ADC TELECOMMUNICATIONS, INC.
By:	/s/ Robert E. Switz
Name:	Robert E. Switz
Title:	President and Chief Executive Officer
HAZELTINE MERGER SUB, INC.
By:	/s/ Robert E. Switz
Name:	Robert E. Switz
Title:	President and Chief Executive Officer
ANDREW CORPORATION
By:	/s/ Ralph E. Faison
Name:	Ralph E. Faison
Title:	President and Chief Executive Officer

EX-99.2

Exhibit 99.2

News Release

Andrew Corporation
3 Westbrook Corporate Center, Suite 900, Westchester, IL USA 60154 Phone: +1(708) 236-6600 www.andrew.com

Andrew and ADC Mutually Terminate Merger Agreement

WESTCHESTER, IL, August 9, 2006—Andrew Corporation and ADC Telecommunications Inc. have mutually agreed to terminate the merger agreement announced on May 31, 2006.

The companies believe that current market considerations raised serious questions about the ability to obtain necessary shareholder approval. Therefore, Andrew and ADC have agreed to terminate the merger agreement without liability to either party. To effect the mutual termination, Andrew has agreed to pay ADC $10 million. In addition, Andrew has agreed that ADC would be paid another $65 million in the event Andrew effects a business combination transaction within 12 months.

“While we still believe in the convergence strategy, the merger of Andrew and ADC was only one method to execute against that,” said Ralph Faison, president and chief executive officer, Andrew Corporation. “We are confident in our ability to address the current and future needs of our customers and shareholders as an independent company.

“Andrew’s industry-leading product portfolio and globally diversified customer base provide the company with a unique ability to meet the long-term global demand trends for wireless infrastructure. Andrew remains in a strong position to offer industry-leading support to operators, OEMs, and other communications providers around the world. As evidenced by our record sales and orders in our fiscal third quarter, we are growing share and improving operations through innovative products and the hard work of our global team. Our management team and employees are committed to delivering results and capitalizing on business opportunities that will drive future operational and financial improvements. We are confident in the outlook for our future.”

About Andrew Corporation

Andrew Corporation (NASDAQ: ANDW) designs, manufactures and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Westchester, IL, is an S&P 500 company founded in 1937.

END

Investor Contact:
Scott Malchow, Andrew Corporation
+1 (708) 236-6507

News Media Contact:
Rick Aspan, Andrew Corporation
+1 (708) 236-6568 or publicrelations@andrew.com

Forward-Looking Statements
Some of the statements in this news release are forward-looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Forward-looking statements are based on currently available information. Factors that may cause actual results to differ from expected results include fluctuations in commodity costs, the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in foreign currency exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended September 30, 2005. The company disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise.

EX-99.3

Exhibit 99.3

News Release

Andrew Corporation
3 Westbrook Corporate Center, Suite 900, Westchester, IL USA 60154 Phone: +1 (708) 236-6600 www.andrew.com

Andrew Rejects Unsolicited Acquisition Proposal from CommScope

—Offer Is Inadequate and Undervalues Andrew—

WESTCHESTER, IL, August 9, 2006 — The board of directors of Andrew Corporation, a global leader in communications systems and products, has voted unanimously to reject the unsolicited proposal from CommScope, Inc. to acquire Andrew for $9.50 per share in cash. After a thorough review, the board, in consultation with its advisors, concluded that CommScope’s proposal is wholly inadequate and not in the best interests of its shareholders.

“The board carefully reviewed and considered CommScope’s proposal and found it does not adequately reflect the value of Andrew, its business prospects, and its industry-leading products, global customer base, and skilled global workforce,” said Ralph Faison, president and chief executive officer, Andrew Corporation.

“Andrew’s industry-leading product portfolio and globally diversified customer base provide the company with a unique ability to meet the long-term global demand trends for wireless infrastructure. Andrew remains in a strong position to offer industry-leading support to operators, OEMs, and other communications providers around the world. As evidenced by our record sales and orders in our fiscal third quarter, we are growing share and improving operations through innovative products and the hard work of our global team. Our management team and employees are committed to delivering results and capitalizing on business opportunities that will drive future operational and financial improvements. We are confident in the outlook for our future.”

About Andrew Corporation

Andrew Corporation (NASDAQ: ANDW) designs, manufactures and delivers innovative and essential equipment and solutions for the global communications infrastructure market. The company serves operators and original equipment manufacturers from facilities in 35 countries. Andrew (www.andrew.com), headquartered in Westchester, IL, is an S&P 500 company founded in 1937.

END

Investor Contact:
Scott Malchow, Andrew Corporation
+1 (708) 236-6507

News Media Contact:
Rick Aspan, Andrew Corporation
+1 (708) 236-6568 or publicrelations@andrew.com

Forward-Looking Statements
Some of the statements in this news release are forward-looking statements and we caution our stockholders and others that these statements involve certain risks and uncertainties. Forward-looking statements are based on currently available information. Factors that may cause actual results to differ from expected results include fluctuations in commodity costs, the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in foreign currency exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended September 30, 2005. The company disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise.

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