8-K

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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

Date of Report (Date of earliest event reported): July 15, 2003

ANDREW CORPORATION
(Exact name of registrant as specified in its charter)

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

10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (708) 349-3300

None (Former name or former address, if changed since last report.)

Item 2.    Acquisition or Disposition of Assets

        On July 15, 2003, Andrew Corporation ("Andrew") issued a press release announcing that it had completed its merger with Allen Telecom Inc. ("Allen"). The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

        Effective July 15, 2003, pursuant to the Agreement and Plan of Merger dated as of February 17, 2003, as amended (the "Merger Agreement"), by and among Andrew, Allen and Adirondacks, LLC (f/k/a Adirondacks, Inc.), a wholly-owned subsidiary of Andrew ("Merger Sub"), Allen was merged with and into Merger Sub. Merger Sub survived the merger as a wholly-owned subsidiary of Andrew.

        Pursuant to the Merger Agreement, as a result of the merger, each share of Allen common stock, par value $1.00 per share, issued and outstanding, other than shares held by Allen as treasury shares or owned by Andrew or any wholly-owned subsidiary of Andrew, was converted into the right to receive 1.775 shares of Andrew common stock, par value $0.01 per share. In addition, each share of Allen Series D 7.75% Convertible Preferred Stock, no par value, issued and outstanding, other than shares held by Allen as treasury shares or owned by Andrew or any wholly-owned subsidiary of Andrew, was converted into the right to receive one share of Andrew Series A 7.75% Convertible Preferred Stock, no par value, having the same powers, preferences, rights, qualifications, limitations and restrictions as the Allen Series D 7.75% Convertible Preferred Stock.

        The issuance of Andrew common stock and preferred stock under the Merger Agreement as described above was registered under the Securities Act of 1933 pursuant to Andrew's registration statement on Form S-4 (File No. 333-104177) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") and declared effective on June 11, 2003. The Joint Proxy Statement/Prospectus of Andrew and Allen included in the Registration Statement contains additional information about this transaction. A copy of the Merger Agreement is attached as Exhibit 99.1 to Andrew's Current Report on Form 8-K filed with the SEC on February 27, 2003, and is incorporated herein by reference.

        The amount of consideration in the merger was determined as a result of negotiations between Andrew and Allen. Allen is a global provider of wireless infrastructure equipment and services to many of the world's largest wireless communications carriers and original equipment manufacturers. Andrew intends to integrate Allen's operations with its own operations and to continue Allen's business.

Item 7.    Financial Statements and Exhibits

(a)

Financials Statements of Business Acquired.

The financial statements required by Item 7(a) were previously incorporated by reference in the Registration Statement.

(b)

Pro Forma Financial Information.

The pro forma financial information required by Item 7(b) was previously included in the Registration Statement under the caption "Unaudited Pro Forma Condensed Consolidated Financial Statements."

(c)

Exhibits.

Exhibit 2.1	Agreement and Plan of Merger dated as of February 17, 2003, as amended, by and among Andrew Corporation, Allen Telecom Inc., and Adirondacks, LLC (f/k/a Adirondacks, Inc.) (previously filed with the Securities and Exchange Commission on February 27, 2003 as Exhibit 99.1 to the Current Report on Form 8-K of Andrew Corporation and incorporated herein by reference).
Exhibit 99.1	Press Release of Andrew Corporation dated July 15, 2003 announcing the completion of Andrew's merger with Allen.

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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: July 17, 2003	By:	/s/  CHARLES R. NICHOLAS Charles R. Nicholas Vice Chairman and Chief Financial Officer

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Index to Exhibits

Exhibit 2.1	Agreement and Plan of Merger dated as of February 17, 2003, as amended, by and among Andrew Corporation, Allen Telecom Inc., and Adirondacks, LLC (f/k/a Adirondacks, Inc.) (previously filed with the Securities and Exchange Commission on February 27, 2003 as Exhibit 99.1 to the Current Report on Form 8-K of Andrew Corporation and incorporated herein by reference).
Exhibit 99.1	Press Release of Andrew Corporation dated July 15, 2003 announcing the completion of Andrew's merger with Allen.

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Item 2. Acquisition or Disposition of Assets
Item 7. Financial Statements and Exhibits

SIGNATURE
Index to Exhibits

EX-99.1

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Exhibit 99.1 Press Release

Investor Contact:	Chuck Nicholas 708-873-2740
Media Contact:	Greta Brown 708-349-5661

ANDREW CORPORATION ANNOUNCES CLOSING
OF ALLEN TELECOM INC. MERGER

        ORLAND PARK IL—July 15, 2003—Andrew Corporation (NASDAQ: ANDW) announced that it completed its merger with Allen Telecom Inc. following approvals by both Allen Telecom Inc. and Andrew Corporation stockholders at special stockholder meetings held today. As previously announced, based on the exchange ratio for the merger, Allen Telecom Inc. stockholders will receive 1.775 shares of Andrew Corporation common stock for each share of Allen Telecom Inc. common stock, with cash paid in lieu of any fractional share.

        "Stockholders of both companies today confirmed their strong support for Andrew Corporation's strategic direction," said Ralph Faison, Andrew Corporation president and chief executive officer. "We welcome the people of Allen as we combine our talents to expand our reputation as the supplier of choice to the wireless infrastructure industry. With more than $1.4 billion in annual sales and over 6000 employees we are better positioned to serve our global customers communication needs for high quality, innovative equipment, timely delivery and responsive service," Faison said.

        Faison emphasized the merger of Andrew and Allen has been rigorously planned for and that integration will begin immediately. Andrew Corporation expects to realize substantial synergies and costs savings from the merger, which when fully realized, are expected to be at least $40 million annually. Further details regarding the cost savings will be provided on July 29, 2003 along with the June 2003 quarter financial results for Andrew Corporation and Allen Telecom Inc.

        Andrew Corporation (<http://www.andrew.com>) designs, manufactures, and delivers innovative and essential communications equipment and solutions for the global telecommunications infrastructure market. A global company, Andrew serves operators and OEMs from facilities in 36 countries. Andrew (founded in 1937) is an S&P 500 company listed on the Nasdaq National Market System under the symbol: ANDW.

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. Factors that may cause actual results to differ from expected results include the company's ability to integrate its acquisition of Allen Telecom and to realize the synergies and cost savings anticipated from this transaction, 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 costs savings anticipated from cost reduction programs, fluctuations in international exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, and other business factors. Investors should also review other risks and uncertainties discussed in company documents filed with the Securities and Exchange Commission.

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ANDREW CORPORATION ANNOUNCES CLOSING OF ALLEN TELECOM INC. MERGER