-----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, ERaiPRB61RBSrkw+Kaa4G7ZmGNlwxjTLvN8MYDSAl18DF/TIoV06q9KOToIYcr6i hbDI8+Jd7J0KF6164q/qIg== 0000950152-98-005381.txt : 19980619 0000950152-98-005381.hdr.sgml : 19980618 ACCESSION NUMBER: 0000950152-98-005381 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980617 SROS: NYSE 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: 11-K SEC ACT: SEC FILE NUMBER: 001-06016 FILM NUMBER: 98649762 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 - -----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, MQDbNDWdcy3/hVQm+h5hgzkgDqF5ice0H9BbiZuAz8C/KesB0/qUjidPi0MnljeW S/qpyC73EZYqf7t1yCe4rw== 0000950152-98-005381.txt : 19980618 0000950152-98-005381.hdr.sgml : 19980618 ACCESSION NUMBER: 0000950152-98-005381 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980617 SROS: NYSE 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: 11-K SEC ACT: SEC FILE NUMBER: 001-06016 FILM NUMBER: 98649762 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 11-K 1 ALLEN TELECOM INC. FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ======================= FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1997 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _________________ to __________________ Commission file number 1-6016 ------ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ALLEN TELECOM INC. 25101 Chagrin Boulevard, Suite 350 Beachwood, Ohio 44122 2 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Report of Independent Accountants 3 Financial Statements: Statements of Net Assets Available for Plan Benefits - December 31, 1997 and 1996 4 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1997 and 1996 5 - 10 Notes to Financial Statements 11 - 17 Supplemental Schedules: Assets Held for Investment Purposes at December 31, 1997 18 5% Reportable Transactions for the year ended December 31, 1997 19 Signatures 20 Exhibit Index 21
2 3 REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- TO THE EMPLOYEE BEFORE-TAX SAVINGS PLAN COMMITTEE AND THE PARTICIPANTS IN THE ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN: We have audited the accompanying Statements of Net Assets Available for Benefits of the ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as of December 31, 1997 and 1996, and the related Statements of Changes in Net Assets Available for Benefits for each of the two years in the period ended December 31, 1997. 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 generally accepted auditing standards. 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 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as of December 31, 1997 and 1996 and the changes in net assets available for benefits for each of the two years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying index are presented for the purpose of additional analysis and are not a required part of the basic 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. The Fund Information in the Statements of Changes of Net Assets Available for Benefits and Note 3 to the financial statements is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L.L.P. CLEVELAND, OHIO JUNE 3, 1998 3 4 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -----------------------------------------------
December 31, ------------ 1997 1996 ---- ---- ASSETS: Investments, at market value (Note 3) $26,659,897 $21,640,376 Loans receivable from participants (Note 6) 1,353,194 1,153,673 ----------- ----------- Total Investments 28,013,091 22,794,049 Contribution receivable (Note 4): Participants 251,062 251,502 Company 484,250 453,518 Other receivables 48,624 39,170 Cash and equivalents 29,786 158,453 ----------- ----------- Total Assets 28,826,812 23,696,692 LIABILITIES: Accrued expenses and other liabilities 61,244 44,735 ----------- ----------- Net Assets available for benefits $28,765,569 $23,651,957 =========== ===========
The Notes are an integral part of these statements. 4 5 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS ---------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 ----------------------------------------------
Fidelity Fidelity Fidelity Allen Hartford Managed Equity - Retirement Common Fixed Income Income Growth Stock Income Sub-Total Portfolio Fund Fund Fund Fund (To Page 7) --------- ---- ---- ---- ---- ----------- 1996 - - ---- Net assets, available for $ 244 $ 3,347,142 $ 3,114,604 $ 7,479,614 $ 3,254,097 $ 17,195,701 benefits, January 1, 1996 Contributions (Note 4) - 707,140 821,383 1,776,148 - 3,304,671 Investment income: Dividends - 239,412 422,906 477 22,034 684,829 Interest - 14,978 13,009 30,632 - 58,619 Net appreciation (deprecia- tion) in the fair value of investments - 363,065 (198,425) 797,320 - 961,960 Withdrawals and distributions (Note 5) - (917,384) (683,386) (481,120) (69,402) (2,151,292) Administrative expenses - (1,528) (1,317) (1,952) (417) (5,214) Interfund Activity: - - Interfund transfers (244) 493,906 252,893 (579,154) (3,182,410) (3,015,009) Interfund loans - (60,723) (66,666) 66,293 (23,902) (84,998) ------------ ------------ ------------ ------------ ------------ ------------ Net assets, available for benefits, December 31, 1996 $ - $ 4,186,008 $ 3,675,001 $ 9,088,258 $ - $ 16,949,267 ============ ============ ============ ============ ============ ============
The Notes are an integral part of these statements. 5 6 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED), ---------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 ----------------------------------------------
Fidelity Fidelity Allen Equity - Retirement Common Income Growth Stock Sub-Total Fund Fund Fund (To Page 8) ---- ---- ---- ----------- 1997 - - ---- Net assets available for $ 4,186,008 $ 3,675,001 $ 9,088,258 $ 16,949,267 benefits, January 1, 1997 Contributions (Note 4) 727,628 631,223 1,846,162 3,205,013 Investment income: Dividends 297,131 688,910 1,140 987,181 Interest (1) - 1 - Other income 20,282 13,460 28,378 62,120 Net appreciation (deprecia- tion) in the fair value of investments 926,059 (49,919) (477,000) 399,140 Withdrawals and distributions (Note 5) (303,026) (209,588) (560,800) (1,073,414) Administrative expenses (3,280) (2,752) (23,176) (29,208) Interfund Activity: Interfund transfers (322,880) (621,485) (900,342) (1,844,707) Interfund loans (29,152) (51,353) (39,007) (119,512) ------------ ------------ ------------ ------------ Net assets available for benefits, December 31, 1997 $ 5,498,769 $ 4,073,497 $ 8,963,614 $ 18,535,880 ============ ============ ============ ============
The Notes are an integral part of these statements. 6 7 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED), FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997
Carryforward TransPro Morley Participant Janus Total Common Stock Stable Value Loan Worldwide Sub-Total (From Page 5) Fund Fund Account Fund (To Page 9) ------------- ---- ---- ------- ---- ----------- 1996 - - ---- Net assets available for benefits, January 1, 1996 $ 17,195,701 $ 163,794 $ 2,677,219 $ 952,512 $ - $ 20,989,226 Contributions (Note 4) 3,304,671 - 481,396 - 8,261 3,794,328 Investment income: Dividends 684,829 2,885 - - - 687,714 Interest 58,619 13 30,452 - - 89,084 Net appreciation (deprecia- tion) in the fair value of investments 961,960 (17,731) 250,167 - - 1,194,396 Withdrawals and distributions (Note 5) (2,151,292) (133,638) (1,335,665) 590,194 - (3,030,401) Administrative expenses (5,214) - (83,395) - - (88,609) Interfund Activity: Interfund transfers (3,015,009) (15,323) 3,772,966 (742,667) - (33) Interfund loans (84,998) - (237,078) 322,076 - ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits, December 31, 1996 $ 16,949,267 $ - $ 5,556,062 $ 1,122,115 $ 8,261 $ 23,635,705 ============ ============ ============ ============ ============ ============
The Notes are an integral part of these statements. 7 8 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED), ---------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 ----------------------------------------------
Carryforward Morley Participant Janus Total Stable Value Loan Worldwide Sub-Total (From Page 6) Fund Account Fund (To Page 10) ------------- ---- ------- ---- ------------ 1997 - - ---- Net assets available for $ 16,949,267 $ 5,556,062 $ 1,122,115 $ 8,261 $ 23,635,705 benefits, January 1, 1997 Contributions (Note 4) 3,205,013 650,703 - 260,824 4,116,540 Investment income: Dividends 987,181 - - 63,848 1,051,029 Interest - 159 - - 159 Other income 62,120 33,572 - 2,714 98,406 Net appreciation (deprecia- tion) in the fair value of investments 399,140 311,768 - 6,596 717,504 Withdrawals and distributions (Note 5) (1,073,414) (313,900) (62,229) (39,143) (1,488,686) Administrative expenses (29,208) (82,565) - (487) (112,260) Interfund Activity: Interfund transfers (1,844,707) (440,546) (2,288) 675,763 (1,611,778) Interfund loans (119,512) (126,898) 273,020 (5,892) 20,718 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits December 31, 1997 $ 18,535,880 $ 5,588,355 $ 1,330,618 $ 972,484 $ 26,427,337 ============ ============ ============ ============ ============
The Notes are an integral part of these statements. 8 9 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED), ---------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 ----------------------------------------------
Invesco Carryforward Schwab Strategic Total S&P 500 Index Oakmark Technology 1996 (From Page 7) Fund Fund Fund Total - - ---- ------------ -------- -------- ------- ------------ Net assets available for $ 20,989,226 $ - $ - $ - $ 20,989,226 benefits, January 1, 1996 Contributions (Note 4) 3,794,328 2,455 7,162 6,588 3,810,533 Investment income: Dividends 687,714 - - - 687,714 Interest 89,084 - 14 - 89,098 Net appreciation (deprecia- tion) in the fair value of investments 1,194,396 - - - 1,194,396 Withdrawals and distributions (Note 5) (3,030,401) - - - (3,030,401) Administrative expenses (88,609) - - - (88,609) Interfund Activity: Interfund transfers (33) - 33 - - Interfund loans - - - ------------ -------- -------- ------- ------------ Net assets available for benefits, December 31, 1996 $ 23,635,705 $ 2,455 $ 7,209 $ 6,588 $ 23,651,957 ============ ======== ======== ======= ============
The Notes are an integral part of these statements. 9 10 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS (CONTINUED), ---------------------------------------------------------------------------- FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1997 ----------------------------------------------
Invesco Carryforward Schwab Strategic Total S&P 500 Index Oakmark Technology 1997 (From Page 8) Fund Fund Fund Total - - ---- ------------ ----------- --------- --------- ------------ Net assets available for $ 23,635,705 $ 2,455 $ 7,209 $ 6,588 $ 23,651,957 benefits, January 1, 1997 Contributions (Note 4) 4,116,540 199,931 231,802 156,079 4,704,352 Investment income: Dividends 1,051,029 9,002 38,992 78,964 1,177,987 Interest 159 - - - 159 Other income 98,406 1,532 1,360 1,354 102,652 Net appreciation (deprecia- tion) in the fair value of investments 717,504 66,337 56,489 (71,908) 768,422 Withdrawals and distributions (Note 5) (1,488,686) (3,497) (19,080) (15,954) (1,527,217) Administrative expenses (112,260) (221) (102) (160) (112,743) Interfund Activity: Interfund transfers (1,611,778) 827,181 501,677 282,920 - Interfund loans 20,718 (3,079) (8,080) (9,559) - ------------ ----------- --------- --------- ------------ Net assets available for benefits, December 31, 1997 $ 26,427,337 $ 1,099,641 $ 810,267 $ 428,324 $ 28,765,569 ============ =========== ========= ========= ============
The Notes are an integral part of these statements. 10 11 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 1. OPERATIONS ---------- Effective February 28, 1997, the Allen Group Inc. Employee Before-Tax Savings Plan was renamed the Allen Telecom Inc. Employee Before-Tax Savings Plan (the "Plan"). This change is consistent with The Allen Group Inc. company name change to Allen Telecom Inc. (the "Company"), which was also effective February 28, 1997. The Plan is designed to offer certain employees of the Company, who choose to participate, a form of savings that allows for a deferral of current income taxes while saving for retirement. The Plan is administered by the Allen Telecom Inc. Employee Before-Tax Savings Plan Committee (the "Committee") which is comprised of management personnel and officers of the Company. 2. SUMMARY OF ACCOUNTING POLICIES ------------------------------ Participants' contributions to the Plan are invested by the Trustee in the investment options made available by the Committee ("Investment Funds"), as directed by participants. The Committee may, at its sole discretion, add or delete funds in which participant contributions may be invested. The Company's contributions to the Plan, if any, are invested by the Trustee exclusively in the Allen Common Stock Fund (see Note 4). In 1997, Investment Fund options included the Allen Common Stock Fund, along with selected registered investment entities (i.e., mutual funds) including Fidelity Equity-Income Fund, Fidelity Retirement Growth Fund, Morley Stable Value Fund, Janus Worldwide Fund, Schwab S&P 500 Index Fund, Oakmark Fund, and Invesco Strategic Technology Fund. During 1996, there was a conversion of plan assets in the Fidelity Managed Income Portfolio to the Morley Stable Value Fund. In addition, in 1996, the Hartford Fixed Income Fund was liquidated with the applicable transaction fees paid by the Company. Shares in the Allen Common Stock Fund are valued at the last sale price of the common stock on the New York Stock Exchange Composite Tape on the last business day of the year. Investments in the registered investment entities are valued at their respective net asset value per unit as quoted by the National Association of Security Dealers on the last business day of the year. The Plan uses the accrual method for recognizing contributions and investment income. Dividends are accrued on the ex-dividend date. Withdrawals and distributions are valued using current market prices at the date withdrawals and distributions occur. 11 12 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED), ------------------------------- The Plan presents in the Statements of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. The intention of the Company is to continue the Plan indefinitely. The Plan may be amended or terminated at any time by the Company. Any amounts not vested and not eligible for withdrawal at termination of a participant's employment ("Forfeiture Funds") are available to the Plan to pay administrative costs and reduce Company contributions. To the extent that Forfeiture Funds are not available, administrative expenses are paid by the Company, at the Company's discretion. Prior to 1997, Forfeiture Funds were held and administrative expenses were paid from all Investment Funds. In 1997, Forfeiture Funds were transferred from the respective Investment Funds and were accumulated in the Morley Stable Value Fund. Accordingly, some administrative expenses paid by the Plan in 1996 and in 1997 were distributed out of such Forfeiture Funds accumulated in the Morley Stable Value Fund. Brokerage commissions and other expenses relating to the sale of the Investment Funds for the account of any participant in connection with a withdrawal or distribution from the Plan are deducted from the proceeds of the sale. 3. INVESTMENTS ----------- The market values at December 31, 1997 and 1996 for the respective Investment Funds were as follows:
December 31, ------------ 1997 1996 ---- ---- Fidelity Equity-Income Fund $ 5,389,846 $ 4,035,368 Fidelity Retirement Growth Fund 3,985,498 3,508,200 Allen Common Stock Fund 8,661,444 8,684,083 Morley Stable Value Fund 5,463,765 5,412,725 Janus Worldwide Fund 925,785 - Schwab S&P 500 Index Fund 1,062,589 - Oakmark Fund 768,971 - Invesco Strategic Technology Fund 401,999 - ----------- ----------- $26,659,897 $21,640,376 =========== ===========
12 13 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 4. CONTRIBUTIONS ------------- Participation in the Plan is voluntary, and all employees (full-time and part-time, salaried, hourly and union employees (but only to the extent permitted by a collective bargaining agreement)) of the Company and its subsidiaries in the United States who were employees on October 1, 1985 or who thereafter have completed the required Eligibility Period may become participants. A participant may contribute on a before-tax basis any whole percentage of his or her compensation he or she selects which is not less than 1% or more than 17% of his or her compensation for such month. Participants can make after-tax contributions of not less than 1% nor more than 12% of his or her compensation. In any event, a participant's contributions may not, in the aggregate, exceed 18% of his or her compensation. Compensation includes base salary, overtime earnings, bonuses (other than bonus payments under the Deferred Bonus or similar plan) and commissions. In addition, a participant's individual allowable contributions may be limited by various other government regulations. Contributions by participants may be made only through periodic payroll deductions. In addition to the above, the Plan provides employees from the Company's Comsearch division ("Comsearch") an annual profit-sharing contribution to each participant who is employed on the last day of the Plan year an amount equal to 3% of the participant's Plan year compensation. The profit-sharing contribution is allocated among the Investment Funds at the participant's direction. This benefit is in lieu of Comsearch participating in the Company's defined benefit pension plan. Unless the Company increases, decreases or suspends its monthly contributions in accordance with the terms of the Plan, the Company makes a monthly contribution for each participant equal to 25% of the first 1%, 25% of the second 1%, and 50% of the third 1%, of compensation contributed by the participant during such month, up to a maximum Company contribution of $1,200 per year. As soon as practicable after the end of each month, the participants' and the Company's contributions are forwarded to the Trustee for investment. Company contributions to the Allen Common Stock Fund were $484,250 and $400,424 for the years ended December 31, 1997 and 1996, respectively. In addition, the Comsearch profit-sharing contribution, noted above, for the years ended December 31, 1997 and 1996 were $407,365 and $422,234, respectively. 13 14 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 4. CONTRIBUTIONS (CONTINUED), ------------- A participant may change Investment Funds as to any future participant contributions through use of the toll free telephone number or internet access at any time. Such changes will be effective as soon as practicable after the Plan is notified. A participant may transfer all or part of the value of his or her existing Participant Contribution Account (Note 5) between Investment Funds once per month through use of a toll free telephone number or internet access. Such transfers will be effective as soon as practicable. The brokerage fees, if any, of such sales and investments are paid by the individual participant making the transfer. Participant contributions to the Plan are invested among the Investment Funds as directed by participants. Company contributions to the Plan (with the exception of the Comsearch profit-sharing contributions noted previously) are invested by the Trustee exclusively in the Allen Common Stock Fund, with the exception that, to avoid the retention of idle funds, such participant and Company contributions may be invested in cash equivalent securities for periods generally not exceeding 30 days. While such contributions are invested in cash equivalent securities, interest is generally accrued until the contributions are allocated to the respective Investment Funds. Participants' before-tax contributions to the Allen Common Stock Fund and Company matching contributions maybe used by the Trustee to purchase treasury shares provided by the Company at a price which is 15% below prevailing market price at the time of purchase. During 1997 and 1996, the Trustee purchased from the Company 91,358 and 94,839 shares, respectively, of common stock for the accounts of participants in the Plan. The Trustee purchases shares of the Company's common stock for transactions other than purchases for before-tax contributions and Company matching contributions in open market transactions. The Trustee purchases shares or units of the other Investment Funds (as directed by the participants) on a national securities exchange at current market prices. The Company has no control over the times or prices at which the Trustee makes such purchases and investments or the amounts thereof. The number of shares or units purchased and credited to the participants account depends on the prices paid by the Trustee. 14 15 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 5. VESTING AND WITHDRAWALS ----------------------- Pursuant to the Plan, investments acquired with the participant's contributions are segregated in the Participant Contribution Account, and investments acquired with the Company's contributions are segregated in the Employer Contribution Account. Investment income paid on the investments in each of the participant's accounts are automatically reinvested in the respective Investment Funds to which they relate. Each participant's interest in his or her Participant Contribution Account and the Company match portion of the Employer Contribution Account is always fully vested, except for the aforementioned Comsearch profit-sharing contributions which vest in equal amounts over the period of three to seven years of credited service. Except for permitted withdrawals and hardship distributions, the participant's investments are distributable only when employment terminates. While employed by the Company or a subsidiary, a participant may withdraw all or any part of his or her before-tax Participant Contribution Account and his or her Employer Contribution Account only in cases of financial hardship or after attaining age 59-1/2. After-tax contributions may be withdrawn from the Plan once a year in an amount no less than $250. In cases of financial hardship where a participant requires funds to meet an immediate financial need and has no other resources reasonably available to meet that need, he or she may request the Committee to authorize a withdrawal by him or her from his or her Participant Contribution Account and Employer Contribution Account. The Committee relies on Internal Revenue Service ("IRS") guidelines to determine if financial hardship exists and to determine the amount, if any, of the withdrawal to be made by the participant. In addition, after attaining 59-1/2, a participant may withdraw all or a portion of his or her Participant and Employer Contribution accounts for any reason without penalty. 6. PARTICIPANT LOAN ACCOUNT ------------------------ The Plan permits participants to borrow up to 50% of the value of his or her Investment Funds including Employer Contributions. As more fully described in the "Loan Rules" of the Plan, participants must meet certain minimum qualifications to obtain a loan, and loans must be for a minimum of $500 and cannot exceed $50,000. The term of each loan can be for any period of time up to 60 months as selected by the participant; such loans bear interest at the prime rate charged by the Company's principal lending banks plus 1% at the time the loan is made and will carry such interest rate throughout their terms. Monthly principal and interest repayments (done automatically through payroll deductions) are credited to the participant's own account and are reinvested in the Investment Funds in the same manner as the participant's contributions are invested. A participant may have up to three loans outstanding at any one time. There is a fixed charge of $50 for second and third loan applications which is borne by those specific individuals who choose to have more than one loan outstanding. 15 16 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 6. PARTICIPANT LOAN ACCOUNT (CONTINUED), ------------------------- If a loan is declared in default (as defined in the "Loan Rules" of the Plan), the entire outstanding principal balance will become immediately due and payable, and if not immediately paid the loan will be canceled and the outstanding balance will be treated as a distribution or withdrawal from the Plan depending upon the participant's tax circumstances. Otherwise, the Committee, at its sole discretion, may take such action it considers appropriate to collect the unpaid principal and the accrued interest on a defaulted loan. Such action may include obtaining funds from the net proceeds after the units or shares in the participant's Investment Fund account are sold. 7. FEDERAL INCOME TAXES -------------------- The Company received a determination from the IRS on August 15, 1995 that the Plan is a qualified plan under Section 401(a) and 401(k) of the Internal Revenue Code. Accordingly, the Plan has not been subject to federal income taxes, and employer and before-tax participant contributions and earnings of the Plan have not been subject to U.S. income taxes until distributed to the participants. Early withdrawals or distributions may subject the participant to certain tax penalties. The Plan was amended subsequent to receiving the most recent IRS determination letter; however, the Committee does not believe such amendments affect the Plan's tax status. 8. TRANSFER OF ASSETS ------------------ On September 8, 1995, the Company's Board of Directors declared a spin-off distribution of 100% of the common shares of a newly formed wholly owned subsidiary, TransPro, Inc. ("TransPro") to the Company's common shareholders of record at the close of business on September 29, 1995 (the "Spin-off"). Following the Spin-off, TransPro became an independent, publicly traded corporation. As a result, the Plan was amended such that any participant who transferred to TransPro as a result of the Spin-Off, ceased to be a participant upon transfer of the related Plan assets to the successor Plan implemented by TransPro. Net assets and liabilities of approximately $1,623,000 (including 14,165 shares of TransPro common stock) were transferred to the successor Plan in 1996. Accordingly, this amount is included in withdrawals and distributions in the 1996 Statement of Changes in Net Assets Available for Benefits. 16 17 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- 8. TRANSFER OF ASSETS (CONTINUED) ------------------ In September 1996, the Company acquired 100% of the ownership of Signal Science, Incorporated ("SSI"). The Plan was amended to allow employees of SSI, who have met the eligibility requirements of the Plan, to become participants in the Plan effective October 1, 1996. Accordingly, investments of $284,606 were transferred from The Signal Science, Inc. Salary Deferral Plan to the Plan's Investment Funds, as directed by SSI participants, on February 10, 1997. 9. RECONCILIATION TO FORM 5500 --------------------------- At December 31, 1997 and 1996, the Fund received applications for withdrawals in the amount of $0 and $31,576 respectively, which was not paid at year-end. No payable has been recorded in the Statements of Net Assets Available for Benefits at year-end. However, the Department of Labor requires Form 5500 to include these pending withdrawals as liabilities. The schedule of assets held for investment purposes (see page 18) reflects the current value of participant loans net of the other receivable value of $40,600. 17 18 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- SCHEDULE OF ASSETS OF HELD FOR INVESTMENT PURPOSES - SEE FORM 5500, ITEM 27a ---------------------------------------------------------------------------- DECEMBER 31, 1997 -----------------
Description of Investment ------------------------- including Maturity Date, Rate ----------------------------- Identity of Issue, Borrower of Interest, Collateral, Par Current --------------------------- ---------------------------- ------- Lessor of Similar Party or Maturity Value Cost Value ----------------------- ----------------- ---- ----- PARTICIPANT LOANS 7%-10% 5 YEAR MAX $ N/A $1,312,535 FIDELITY EQUITY INCOME MUTUAL FUND 4,176,461 5,389,846 SCHWAB S&P 500 MUTUAL FUND 1,014,048 1,062,589 OAKMARK MUTUAL FUND 731,438 768,971 FIDELITY RETIREMENT GROWTH MUTUAL FUND 4,267,571 3,985,498 JANUS WORLDWIDE MUTUAL FUND 951,422 925,785 INVESCO STRATEGIC TECH MUTUAL FUND 495,965 401,999 ALLEN TELECOM INC. COMMON STOCK 8,044,808 8,654,299 MORLEY CAPITAL MANAGEMENT COMMON/COLLECTIVE TRUST 5,384,387 5,463,765 U.S. TREASURY MONEY MARKET 7,145 7,145
18 19 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS - SEE FORM 5500, ITEM 27d ------------------------------------------------------------- DECEMBER 31, 1997 -----------------
Expense ------- Description of Asset Incurred - - -------------------- -------- (Include Interest Rate and Purchase Selling With Current Value of Asset - - -------------------------- -------- ------- ---- ---------------------- Maturity in Case of a Loan) Price Price Transaction Cost of Asset on Transaction Date Net Gain or (loss) - - --------------------------- ----- ----- ----------- ------------- ------------------- ------------------ ALLEN TELECOM STOCK $4,592,877 $10,438 $3,162,075 $4,592,877 $1,430,802 ALLEN TELECOM STOCK $3,828,431 8,158 3,828,431 3,828,431 0 FIDELITY EQUITY INCOME 1,470,325 1,278,364 1,470,325 191,961 FIDELITY EQUITY INCOME 1,852,847 1,852,847 1,852,847 0 FIDELITY RETIREMENT GROWTH 1,375,818 1,318,576 1,375,818 57,242 FIDELITY RETIREMENT GROWTH 1,893,825 1,893,825 1,893,825 0 MORLEY STABLE VALUE 9,492,695 9,034,804 9,492,695 457,891 MORELY STABLE VALUE 9,232,001 9,232,001 9,232,001 0 OAKMARK 283,841 270,679 283,841 13,162 OAKMARK 996,323 996,323 996,323 0 SCHWAB S&P 500 538,075 534,259 538,075 3,816 SCHWAB S&P 500 1,534,327 1,534,327 1,534,327 0 JANUS WORLDWIDE 573,676 543,445 573,676 30,231 JANUS WORLDWIDE 1,496,288 1,496,288 1,496,288 0 INVESCO STRATEGIC TECH 386,694 375,976 386,694 10,718 INVESCO STRATEGIC TECH 860,600 860,600 860,600 0
19 20 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NAME OF PLAN: ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN --------------------------------------------------- BY: ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN COMMITTEE Date: June 17, 1998 By: /s/ Robert A. Youdelman ------------ ----------------------------------- Robert A. Youdelman Committee Member 20 21 EXHIBIT INDEX ------------- ALLEN TELECOM INC. ------------------ Exhibit Number - - -------------- (23) Consent of Coopers and Lybrand L.L.P. dated June 17, 1998. 21 EX-23 2 EXHIBIT 23 1 EXHIBIT 23 ---------- CONSENT OF INDEPENDENT ACCOUNTANTS ALLEN TELECOM INC. Re: Allen Telecom Inc. Registration Statements Nos. 33-53487, 2-99919 We consent to the incorporation by reference in the above Registration Statements of our report dated June 3, 1998, to the Board of Directors of Allen Telecom Inc. with respect to the financial statements of the Allen Telecom Inc. Employee Before-Tax Savings Plan at December 31, 1997 and 1996, and for the year ended December 31, 1997 and 1996, which is included in this Annual Report on Form 11-K. COOPERS & LYBRAND L.L.P. CLEVELAND, OHIO JUNE 17, 1998 - -----END PRIVACY-ENHANCED MESSAGE----- -----END PRIVACY-ENHANCED MESSAGE-----