-----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, UCAXFyBaJ4l3oEfB3uTwMz/GsR9J/Mgh2m3kY7W+3dWzjvkIvvMWy43OP4xdgs77 piL6Q9ffHYIBoPYzvXfRNw== 0000950152-99-001894.txt : 19990316 0000950152-99-001894.hdr.sgml : 19990316 ACCESSION NUMBER: 0000950152-99-001894 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990301 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN TELECOM INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 380290950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06016 FILM NUMBER: 99564662 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 ALLEN TELECOM, INC. FORM 8-K 1 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) March 1, 1999 ------------- ALLEN TELECOM INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 1-6016 38-0290950 - -------------------------------------------------------------------------------- (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 25101 Chagrin Boulevard, Beachwood, Ohio 44122-5619 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code 216/765-5800 - -------------------------------------------------------------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Exhibit Index is on page 4 of this Report. Page 1 of 7 pages. 2 ITEM 5. OTHER EVENTS ------------ On March 1, 1999, Allen Telecom Inc. ("Allen Telecom") sold to Environmental Systems Products, Inc. ("ESP") all of the outstanding stock of MARTA Technologies, Inc. ("MARTA"), a wholly owned subsidiary of Allen Telecom Inc. MARTA operates centralized vehicle emissions inspection programs in Ohio, Maryland and Florida. A press release dated February 9, 1999, announcing the execution of the sale agreement between Allen Telecom and ESP, is filed as Exhibit 99.1 to this Report and is incorporated herein by reference. A press release dated March 2, 1999, announcing the closing of the sale of MARTA by Allen Telecom to ESP, is filed as Exhibit 99.2 to this Report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION ----------------------------------------------------- AND EXHIBITS ------------ (c) Exhibits 99.1 News Release dated February 9, 1999 99.2 News Release dated March 2, 1999 -2- 3 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 hereunto duly authorized. ALLEN TELECOM INC. By /s/McDara P. Folan, III --------------------------- McDara P. Folan, III Vice President, Secretary and General Counsel DATE: March 15, 1999 -3- 4 THE ALLEN GROUP INC. -------------------- EXHIBIT INDEX ------------- EXHIBIT NUMBER: PAGE - --------------- ---- 99.1 Press Release dated February 9, 1999 . . . . . . . 5 99.2 Press Release dated March 2, 1999. . . . . . . . . 7 -4- EX-99.1 2 EXHIBIT 99.1 1 [Allen Logo] News Release For Immediate Release --------------------- ALLEN TELECOM INC. ANNOUNCES CONTRACT ------------------------------------- FOR SALE OF MARTA TECHNOLOGIES, INC. ------------------------------------ BEACHWOOD, OH, February 9, 1999 - Allen Telecom Inc. (ALN:NYSE) ("Allen Telecom") and Environmental Systems Products, Inc. ("ESP"), today announced that they have reached an agreement in which a subsidiary of ESP will purchase all of the outstanding stock of Marta Technologies, Inc., the centralized vehicle emissions testing subsidiary of Allen Telecom Inc. This transaction is expected to close in late February or early March, 1999 and is subject to a number of customary conditions. Financial terms have not been disclosed. Robert G. Paul, President and Chief Executive Officer of Allen Telecom Inc., said, "We are very pleased with this transaction. Marta Technologies, Inc. will be an excellent fit with ESP and this sale will provide continuity for Marta's operations in Florida, Ohio and Maryland. Officials and residents of each of these states should be pleased that Marta will become part of a committed industry leader in emissions testing. The anticipated sale of Marta Technologies, Inc. allows us to focus all of our resources on Allen Telecom's core businesses in the wireless telecommunications industry." Marta Technologies, Inc., a 100% owned subsidiary of Allen Telecom Inc., operates centralized automotive emissions inspection programs in Ohio, Maryland and Florida. The company services 4 counties in southern Ohio, 13 counties in the State of Maryland and the Jacksonville area of Florida. The company has 36 vehicle testing centers with approximately 650 employees. Statements included in this news release 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. Forward-looking statements regarding the Company's future performance and financial results are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. Allen Telecom Inc.'s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q contain certain detailed factors that could cause the Company's actual results to materially differ from forward-looking statements made by the Company, including, among others, the potential impact of the proposed sale of its discontinued operations in the vehicle emissions testing business, the costs and timetable for new product development, the health and economic stability of the world and national markets, the uncertain level of purchases by current and prospective customers of the Company's products and services, the impact of competitive products and pricing, the 5 2 successful discovery and correction of potential "Year 2000" computer sensitive problems by both the Company and its key suppliers and customers, and other transactions. Allen Telecom Inc. (http://www.allentele.com) is a leading supplier of wireless equipment to the global telecommunications infrastructure market. The Worldwide Site Products division supplies sophisticated filters, duplexers, combiners and amplifiers to an array of OEM customers. The MIKOM division focuses on providing repeaters, amplifiers and other products that enhance both the coverage and the capacity of a wireless system. The Antenna Specialists and Decibel Products divisions manufacture mobile and land based antennas in frequency bands that cover all of the traditional cellular networks (AMPS and ETACS) as well as digital services for iDEN, CDMA, TDMA, DCS1800, GSM and PCS. The Comsearch division offers engineering and consulting services for wireless operators. Marta Technologies, Inc. operates centralized vehicle emission testing programs in three states. Environmental Systems Products, Inc. (ESP) is the leading worldwide provider of vehicle emissions testing equipment and services. The company designs, manufactures, and services emissions testing equipment that is installed in service stations, automotive repair shops, and dealerships domestically and internationally. ESP also tests approximately 11.8 million vehicles annually in high-volume, test-only facilities. For further information contact: Dianne B. McCormick Director, Investor Relations (216) 765-5855 (phone) (216) 765-0375 (fax) Dianne_McCormick@allentele.com 6 EX-99.2 3 EXHIBIT 99.2 1 [ALLEN LOGO] News Release FOR IMMEDIATE RELEASE --------------------- ALLEN TELECOM INC. ANNOUNCES COMPLETION OF SALE ----------------------------------------------- OF MARTA TECHNOLOGIES, INC. --------------------------- Beachwood, Ohio, March 2, 1999 -- Allen Telecom Inc. (NYSE: ALN) ("Allen") and Environmental Systems Products, Inc. ("ESP") announced today that ESP had completed the acquisition of Marta Technologies, Inc. ("Marta") from Allen. Marta operates centralized automotive emissions inspection programs in Ohio, Maryland and Florida. Financial terms of the transaction have not been disclosed. Terrence McKenna, President and Chief Executive Officer of ESP said, "We are very pleased to have completed the purchase of Marta Technologies, Inc. Marta will be an excellent fit with ESP's existing business base. The acquisition will also provide continuity for Marta's operations in Florida, Ohio and Maryland. ESP is a committed industry leader in emissions testing and we look forward to servicing our new customers in Marta's ongoing operations." Robert G. Paul, President and CEO of Allen Telecom said "We are pleased with this transaction, which will provide continuity for Marta's operations and allow Allen Telecom to focus on our core business of providing equipment and services to the global wireless telecommunications infrastructure market." ESP is the leading worldwide provider of vehicle emissions testing equipment and services. The company designs, manufactures, and services emissions testing equipment that is installed in service stations, automotive repair shops, and dealerships domestically and internationally. ESP also tests approximately 12 million vehicles annually in high-volume, test-only facilities. Allen Telecom Inc. is a leading supplier of wireless equipment and services to the global telecommunications infrastructure market, including components and subsystems for OEM customers, repeaters and in-building coverage systems, mobile and base station antennas, test equipment, geolocation systems and consulting engineering services for wireless operators. For further information contact: Dianne B. McCormick Director, Investor Relations (216) 765-5855 (phone) (216) 765-0375 (fax) Dianne_McCormick@allentele.com 7 -----END PRIVACY-ENHANCED MESSAGE-----