425

 

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): May 31, 2006

ADC Telecommunications, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-1424	41-0743912
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
13625 Technology Drive, Eden Prairie, Minnesota		55344
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 952.938.8080

Not Applicable
______________________________________________
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:

[x]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On May 31, 2006, we provided communications to our senior management, employees and customers announcing that we had entered into an agreement and plan of merger with Andrew Corporation and explaining some of the reasons for entering into the proposed merger. The full text of these communications are furnished as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Memo to Employees dated May 31, 2006
Exhibit 99.2 Q&A for ADC Employees
Exhibit 99.3 Organization and Executive Leadership Memo
Exhibit 99.4 Letter to Customers

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.

	ADC Telecommunications, Inc.
May 31, 2006	By:	Gokul V. Hemmady
		Name: Gokul V. Hemmady
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Memo to Employees dated May 31, 2006
99.2	Q&A for ADC Employees
99.3	Organization and Executive Leadership Memo
99.4	Letter to Customers

EX-99.1

Exhibit 99.1

Date: May 31, 2006

To: ADC Employees – Global

From: Bob Switz, President and Chief Executive Officer

Subject: Andrew Merger Agreement and FY06 Second Quarter Performance

Today ADC announced an unprecedented opportunity to grow our company in a truly transformational way with the news that ADC has reached an agreement to merge with Andrew. Andrew is one of the global leaders in wireless connectivity solutions. The proposed strategic combination, which is subject to approval of the shareholders of each company and regulatory review, will create a $3.3 billion global network infrastructure leader.

This is extremely exciting and significant news for ADC.

ANDREW MERGER
Many of you are already familiar with the Andrew name. Andrew, with its headquarters’ in Westchester, Illinois and facilities in 35 countries around the globe, delivers innovative and essential equipment solutions for the wireless global communications market. Like ADC, Andrew has a great reputation in the telecommunications market. Both ADC and Andrew have a 70-plus-year history and strong global brands. We believe the fit between our two companies and cultures is ideal.

By combining with Andrew, we are forming a world leader in wireline and wireless communications infrastructure products and services. Together, we expect our two companies will be able to drive significantly more value for our customers, shareowners and employees than we could on our own. I believe we can achieve superior operating and financial performance with our shared mission to provide innovative wireline and wireless infrastructure solutions supported with superior customer service.

I also believe that an opportunity of this magnitude doesn’t come along very often. When it does, we must pursue it. With accelerating globalization and consolidation in our industry, now is the right time for ADC and Andrew to join forces.

Why does this transaction make good business sense for ADC?
First, this strategic combination joins our leading wireline connectivity solutions with Andrew’s leading wireless network solutions to create a global leader. In addition, we expect to more than double our annual revenue and increase earnings substantially.

Second, we believe the complementary products and services of our two companies will generate significant new growth opportunities through cross selling and enhanced geographic reach. And we believe our customers will benefit from a broader suite of products and services.

Third, as a merged company, we will expect to benefit from synergies that will enable us to operate more efficiently and cost effectively.

Finally, we believe employees will benefit from the new opportunities as a result of being part of a true global leader.

What’s Next?
The merger’s success will depend in large part on how quickly we can define roles and responsibilities. Until the transaction closes, the companies will both continue to operate in the ordinary course of business. In the very near-term, however, we will establish teams to develop integration plans that will be implemented once the transaction has closed. Both ADC and Andrew employees will be involved. TEAMWORK, one of the foundations of The ADC Way, will be essential to seamlessly integrating the two companies.

I know you have many, many questions on how this will impact you personally. While I don’t have all the answers, we are starting to gather questions and will provide answers as we define them. I’m committed to sharing updates with you as they occur and communicating in an honest and open platform.

During this time, it’s important that we all remain vigilant in our support of our customers and meet our customer demands. We still have a business to run and it’s extremely important that we maintain focus on the business during the next few months. I am confident on our ability to do so and I know that all of you are up to this challenge.

To provide you with the most current information on our Q2 results and the merger, I’ve scheduled two Town Hall webcasts. There is a special Town Hall webcast TODAY at 10:30 a.m. CST and a second webcast on June 15. Details on how to access the webcasts are located below under the “Links of Interest” section.

What Will The Combined Company Look Like Going Forward After The Transaction Closes?

The combined company will be based at ADC’s world headquarters in Minnesota with ADC’s John A. Blanchard continuing as non-executive chairman, and I will continue as president and CEO. The board of directors of the combined company will be composed of 12 members of which eight will be current ADC directors, including Blanchard and myself, and four will be current Andrew directors. Key members of the management team from both companies will comprise the management team of the combined company after closing. The combined company will be named ADC Andrew.

We will be globally structured and have a foundation defined for the key organizational components (post-close) of the proposed combination. The key organizational components will be defined in four areas:

1) Global Business Groups: These groups will have comprehensive global profit and loss responsibilities with product management, engineering and manufacturing included in the groups.

2) Global Go-To-Market: Optimally, we will both tap into the global nature of Andrew’s Original Equipment Manufacturing (OEMs) structure and capitalize on ADC’s key market customers.

3) Acquisition Integration: The effective integration of the ADC and Andrew merger will be a major priority in the near-term future. This key component will focus on setting and meeting aggressive goals and timelines in support of our acquisition objectives.

4) Corporate Functions: This community will be key drivers in ensuring one company and one culture. (Finance; Legal; Corporate Services including IT, facilities, and real estate; Business Development; Strategy and Technology; Human Resources; and Strategic Supply Chain.)

For a more detailed look at how we will look post-close of the proposed merger, please click HERE.

ADC also announced our second quarter financial results today.

FY06 Second Quarter
I’m pleased with our healthy second quarter sales growth. Our sequential quarterly growth was very strong at 30% in the second quarter with growth in all product groups.

Our year-over-year sales growth is driven primarily by 91% growth in the Fiber Connectivity Solutions area and 16% growth in the Global Connectivity Solutions, partially offset by lower Wireless sales.

Additional details from our second quarter include:

• Net Sales from continuing operations of $366 million

• Adjusted operating margin of 9.7%

• Strong working capital efficiency performance on receivables collection and inventory turns

• Significant cash ($41 million) by continuing operating activities

• International sales were 39% of total sales – U.S. sales grew 24% over FY05 second quarter

• Total cash and securities on hand — $513 million at quarter end

• 9,300 employees

I encourage you to view the complete news release in detail by viewing our website at adc.com or you may click HERE to access the news release.

Your Responsibility – Critical To Our Future Success
I said it before and I need to highlight this point again. Remain vigilant in the support you provide to our customers. Don’t get distracted. Some employees will be assigned integration activities and we need everyone to pitch in to make this proposed combination with Andrew a success. Teamwork will be essential. Stay focused on the business so we can successfully execute on our third and fourth quarter goals.

The potential of this transaction represents a powerful combination. I’d like to thank you in advance for your commitment and support. Together, we are transforming ADC into the clear global leader in communications infrastructure products and services.

LINKS OF INTEREST
ADC’s External News Release – ADC and Andrew to Merge
Special ADC Town Hall Webcast Invite and Details (May 31, 10:30 a.m. CT)
ADC’s External News Release – FY06 Q2 Results
Town Hall Webcast Invite and Details (June 15, 9:30 a.m. CT)
Organizational Structure — Supplement
Andrew’s Website: www.andrew.com
Frequently Asked Questions
Ask a Question
ADC’s “Creating a Global Leader in Network Infrastructure” presentation

Safe Harbor For Forward Looking Statements
This document contains statements regarding the proposed transaction between ADC and Andrew, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of ADC and Andrew. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of ADC and Andrew and the combined company, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements, include, among other things: the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement; fluctuations in the telecommunications market; the pricing, cost and other risks inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on contract manufacturers and other vendors to provide goods and services needed to operate the businesses of ADC and Andrew; fluctuations in commodity prices; the social, political and economic risks of the respective global operations of ADC and Andrew; the costs and risks associated with pension and postretirement benefit obligations; the complexity of products sold; changes to existing regulations or technical standards; existing and future litigation; difficulties and costs in protecting intellectual property rights and exposure to infringement claims by others; and compliance with environmental, health and safety laws. For a more complete list and description of such risks and uncertainties, refer to ADC’s Form 10-K for the year ended October 31, 2005 and Andrew’s Form 10-K for the year ended September 30, 2005 as well as other filings made by ADC and Andrew with the United States Securities and Exchange Commission (the SEC). Except as required under the US federal securities laws and the rules and regulations of the SEC, ADC and Andrew disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF ADC AND STOCKHOLDERS OF ANDREW ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of ADC and stockholders of Andrew. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov. Investors and security holders may also obtain the documents free of charge from Investor Relations at ADC by writing Investor Relations, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, Minnesota 55440-1101; or calling 952-917-0991; or at www.adc.com/investorrelations/financialinformation/secfilings/. Investors and security holders may also obtain the documents free of charge from Investor Relations of Andrew by writing Investor Relations, Andrew Corporation, Westchester, Illinois 60154; or calling 800-232-6767; or at www.andrew.com/investors/sec.

Participants In Solicitation
ADC, Andrew and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning ADC’s participants is set forth in the proxy statement dated, January 24, 2006, for ADC’s 2006 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Andrew’s participants is set forth in the proxy statement, dated December 30, 2005, for Andrew’s 2006 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of ADC and Andrew in the solicitation of proxies in respect of the merger will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.

Exhibit 99.2

ADC and Andrew Agree to Merge

Q&A for ADC Employees

Overview

Today ADC announced an agreement to merge with Andrew, a global leader in Wireless Solutions. This strategic combination is a transformational event for ADC as it radically accelerates our Vision to become the global network infrastructure leader. ADC and Andrew are very well matched in terms of customers, employees, revenues, cultures and values. Once the merger closes the combined company will have revenues in excess of $3 billion dollars and an equity market capitalization in excess of $4 billion.

Andrew Key Facts

• Andrew Website (www.andrew.com)

• Headquarters: Westchester, Illinois

• Employees: 11,318 (as of 9/30/2005)

• Year Founded 1937 o 2005 Revenues: $1.9 billion o 2005 Operating Income: $77.5 million

• Primary Locations:

• Manufacturing: Illinois, Virginia, Massachusetts, North Carolina, Texas, Canada, Mexico, Brazil, China, India, Scotland, Czech Republic, Italy, and Germany

• Non-Manufacturing: Illinois, Georgia, Texas, New Jersey, Texas, Connecticut, Virginia, Australia

The Deal: Financial Impact and Benefits
1. Why are ADC and Andrew merging?
This proposed transaction provides us an unprecedented opportunity to grow our company in a truly transformational way. By combining with Andrew, we are forming a world leader in communications network infrastructure products and services. Together, we believe our two companies will be able to drive significantly more value for our customers, shareowners and employees than we could do on our own.

2. Do the two companies match up well with their core values?
We believe ADC and Andrew are extremely well matched. For example, The ADC Way, ADC’s fundamental values statement, includes key words like customer, quality, innovation, teamwork, and integrity. These values are viewed as critical success factors throughout Andrew’s management team as well, making the combination a good cultural match for both companies.

Like ADC, Andrew’s reputation for ethical, moral and legal business conduct is one of its most valuable assets. They built their reputation similar to ADC’s – by conducting business with honesty and integrity.

Both companies have been in business for over 70 years. Over that time the companies have grown to become world leaders in their respective market segments: ADC in wireline connectivity and Andrew in wireless solutions. Combining the two companies creates a portfolio of products, systems and services unmatched by any other company in the world.

Over these 70 years the cultures at Andrew and ADC developed in a similar fashion. Employees at both companies take great pride in their work, their company, and themselves. Both companies have a foundation of open communications and high ethical standards.

3. How is the deal structured? What will be the impact on ADC’s FY2006 results?
The strategic business combination is structured as a stock-for-stock merger with Andrew becoming a wholly owned subsidiary of ADC. The transaction is expected to qualify as a tax-free reorganization. Under the terms of the agreement, Andrew shareowners will receive 0.57 of an ADC common share for each common share of Andrew they hold. ADC will assume all debt of Andrew and Andrew’s convertible notes will become convertible into ADC shares.

Post-closing, the transaction is expected to be non-dilutive to earnings per share in the first year of the combined company and accretive thereafter, excluding purchase accounting adjustments and other acquisition-related expenses. Post closing, the faster the combined company is able to execute our integration plans the faster our financial results will be favorable.

In terms of impact on FY2006 financial results, the merger is scheduled to close near the end of the ADC fiscal year. The finances of the two companies are combined only after closing. Even if the merger closes prior to October 31, 2006, there will not be a significant impact on our financial results. The only FY2006 impact will be from additional expenses incurred from the costs of completing the merger and then commencing the integration.

4. When do you expect the deal to close?
The transaction is expected to close in approximately four to six months, subject to the customary regulatory and governmental reviews. Also, shareholder approval from both companies will need to occur.

5. Were there competing bidders for Andrew?
No. For quite some time both ADC and Andrew had considered each other to be an ideal potential strategic combination partner. Discussions concerning how this might best be accomplished had occurred for many months. Recently, the Management and Board of Directors of both companies believed that the strategic combination of merging ADC and Andrew was the correct way for both companies to move forward at this time.

Andrew Products, Locations & Employees

6. What products does Andrew offer its customers? Is there overlap with ADC products?
Andrew is a global designer, manufacturer, and supplier of primarily wireless communications equipment, services, and systems. Andrew products and expertise are found in communications systems throughout the world, including wireless and distributed communications, land mobile radio, cellular and personal communications, broadcast, radar, and navigation.

The antenna and Cable market represents 56% of Andrew’s revenue. Base stations represents 24% with wireless innovations, network solutions and satellite communications making up the remainder of their revenue.

The overlap with ADC products is very small. Both our companies have products for the Wireless Coverage and Capacity market. It is envisioned that an Integration Team staffed from both companies will look at the best way to merge and rationalize our product offerings to bring the best solutions to market.

7. How many employees does Andrew have in the U.S.? Internationally?
Andrew employs approximately 3,000 people in 12 U.S. facilities and the balance of employees, approximately 8,000 people, work at locations around the world including Brazil, China, India, Scotland, Czech Republic, Italy, Australia and Germany.

8. When was Andrew founded?
Andrew was founded by Dr. Victor J. “Doc” Andrew. In 1937, Dr. Andrew established the Victor J. Andrew, Manufacturing and Consulting Engineer sole-proprietorship, a communications equipment manufacturer and service provider, on Chicago’s South Side.

9. What is Andrew’s international footprint?
Approximately 45% of Andrew’s sales are from outside of North America. Andrew has sales in more than 140 countries.

10. Is there much overlap in the two companies’ lists of customers?
The overlap is surprisingly small. Andrew and ADC do have several mutual customers; however we typically sell our products to different parts of the same organization. The most notable overlap is with Wireless service providers such as Cingular, Sprint/Nextel, Verizon Wireless, Orange, O2, etc. But given our portfolios are different we seldom compete head to head. We believe the fact that we have differing customer lists presents a tremendous opportunity to cross-sell our products and solutions into each other’s customer base.

11. How does Andrew sell its products now?
Andrew sells most of its products through a direct sales force. Andrew sells about 40% of its products to Original Equipment Manufacturers (OEMs) that integrate the Andrew products into their own products for sale to the end customer. Andrew does utilize some Rep firms and Distributors depending on the product line.

12. How are customers being notified of the change in ownership?
The ADC and Andrew sales teams are calling and emailing their respective customers to inform them of the agreement to merge. We will work together to create detailed communications explaining our plans to customers, partners and vendors that will be presented once the merger is closed. When you are executing a merger, there are very specific laws concerning the types of information the two merging companies can share with each other. The law demands that we continue to operate as separate companies in the ordinary course of our respective businesses until we close. As such, you should not have contact with your counterparts at Andrew or discuss anything concerning customers with anyone from Andrew. Should you have any questions concerning customer discussions, please refer them to a sales VP who is in contact with our legal department regarding “do’s and don’ts” of pre-merger competitive conduct.

Organizations and Locations

13. What will the combined company be named? Will ADC’s and Andrew’s major products retain their names?
The name of the combined company will be ADC Andrew. ADC and Andrew’s major products will retain their respective names.

14. Who will lead the combined company?
Bob Switz will lead the new company as President and CEO. The new Board of Directors will consist of 12 members – eight current ADC directors and four current Andrew directors.

Key management teams from both companies will comprise the management team of the new company.

Ralph Faison, Andrew’s CEO, will serve as consultant to ADC during the six month period following close.

15. Will the organizational structure and executive management of the new company change from ADC and Andrew? How will the Business Units, Regional Staffs and Headquarter staff be integrated in the new company? What is the plan for ADC Regions?
Yes, ADC’s structure and management team will change. The proposed merger of ADC and Andrew will create a corporation of significant scale that will focus on meeting the needs of our customers around the world. The new ADC structure will be set to optimize our ability to serve our global customers. For an explanation of the major organizational segments, as currently planned upon close of the proposed merger, please click HERE (link to org memo).

With regard to ADC’s Regional structure – ADC’s current structure of Regions will change. Part of our regional organization will become part of the Go-to-Market organization and part of our regional organization will become part of the Global Business Groups.

For a high level organizational structure currently planned upon close, click HERE.

16. Where will the headquarters be located for the combined company? Will we have headquartered employees located at a satellite facility in Illinois?
The global corporate headquarters’ will be located in Eden Prairie, Minnesota. Long-term, we have clear intentions to have one global corporate headquarters that will be in ADC’s current facility. While the time period for consolidating headquarters has not been determined, we do hope to retain and leverage talented resources from both ADC and Andrew to work in Eden Prairie, Minnesota.

The Global Business Groups will have headquarters in the following locations:

Network Connectivity Solutions: Shakopee, Minnesota
Global Services & Solutions: Eden Prairie, Minnesota
Wireless Technology and Systems: Richardson, Texas
Antenna, Cable & Satellite: Orland Park, Illinois

17. Will there be facility, functional and employee consolidations?
ADC and Andrew plan to assess how we might bring significant synergies and create financial scale for our customers and shareholders. In order to improve efficiencies, consolidation of redundant functions, activities and facilities will occur. We also intend to leverage research and development across a broader platform. In addition, it’s anticipated that we will realize reduced administrative expenses through the integration process of the merger. Optimizing supply chain, sourcing and procurement opportunities for combined purchasing volumes also presents an opportunity for increased synergies.

That being said, there are significant opportunities for growth due to the proposed merger. There is huge potential to create a truly global footprint with a world-class customer base and we plan on leveraging our combined strength to become the leading global network infrastructure supplier. With an increase in global presence, product breadth and innovation, opportunities increase for employees because employees hold critical product/solution and customer knowledge.

18. Will employees be provided severance in the event of job reductions?
ADC intends to provide severance in the event of job loss. ADC employees will be offered the ADC severance package. Andrew employees will be offered either the ADC or the Andrew severance package, based on which package provides the employees the greater cash severance

What happens next?

19. ADC acquired KRONE in May 2004. What lessons have we learned that will make the merger with Andrew a success?
By all accounts the acquisition of KRONE was a success, and it was one of the key business catalysts that placed ADC in a position to pursue this merger with Andrew. In many respects, given the geographic, customer, systems and product diversity of ADC and KRONE, the integration of the two companies resembled a merger. The lessons learned from our experiences include:

• The criticality of staying focused on running the business is paramount to our success. Every ADC employee can impact our success by keeping the business running successfully up until the close of the proposed merger and into the integration phase.

• The Integration Management Team will need to set deliberate, aggressive, yet reasonable milestones.

• We must bring issues to the table when they surface, we must be thoughtful enough to ensure we understand them, and we must be courageous enough to address them decisively and efficiently.

• We need to be very deliberate and focused in managing and executing on our integration plan.

• We need to involve the right stakeholders, gather the relevant information and perspectives, be open to others solutions based on what is in ADC’s best interest, and take the time to convey decisions and their rationale in a manner everyone can understand.

20. What can employees do between today and the day of close of the proposed merger?
During this time, it’s important that we all remain vigilant in our support of our customers and meet our customer demands. We still have a business to run and it’s extremely important that we maintain focus on the business during the next few months. Don’t allow yourself to get distracted.

Some employees will be assigned integration activities and we need you to support their movement to these activities and provide additional back up assistance on their previous assignments.

Teamwork will be essential. Stay focused on the business so we can successfully execute on our third and fourth quarter goals.

21. What can’t employees do between today and the day of close of the proposed merger? Can ADC employees contact Andrew employees and/or customers for information between today and day of close? Can we share information between today and close of the proposed merger?
The law requires that we continue to operate our business in the ordinary course. This means we must operate separate of Andrew and remain a competitor of Andrew until the transaction closes. Under NO circumstances should you contact Andrew employees unless you are requested to engage in integration planning. If you are asked to engage in integration planning you should not have any contact with Andrew employees until clarification on appropriate activities is provided by ADC’s legal department to you. In the case of mutual customers, you should continue to pursue your normal routine and course of discussions. Should the topic of the merger arise, you should only discuss information that is in the Merger Press Release or Merger Overview Presentation. You should not discuss any business dealings that this customer has with Andrew.

22. What happens at closure and how will the two companies transition to a merged entity?
At this early stage we are still working through many of these transition details. Between the merger agreement signing and closure, management of both companies will be working to plan how they will work together after closure. Integration teams, with representatives from both companies, will be appointed to ensure the integration is managed as smoothly as possible and that issues and concerns are resolved promptly.

23. What happens if this merger fails to proceed to closure for legal, regulatory or other reasons?
Both ADC’s and Andrew’s Board of Directors and its executive teams strongly believe that this transaction will strategically position both companies for increased success in the future. We also do not expect that there will be any barriers to closure that cannot be overcome. Having said that, in the event that this proposed transaction does not proceed to closure, ADC remains a strong company with a growth and product strategy that will ensure our continued success. In either case, we all need to stay focused and vigilant in our support of our customers and we need to meet our commitments to our business.

Where Can I Find Out More?
24. How can I find out more?
We will build a site on Broadway containing announcements, presentations, updates, etc. We will send out updates as we make progress on the proposed merger.

You will also receive emails updating you on the progress of the merger and the Integration teams. These will come to you sent from:

A2connected

Please watch Broadway and your emails for more information.

Safe Harbor For Forward Looking Statements

This document contains statements regarding the proposed transaction between ADC and Andrew, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of ADC and Andrew. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of ADC and Andrew and the combined company, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements, include, among other things: the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement; fluctuations in the telecommunications market; the pricing, cost and other risks inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on contract manufacturers and other vendors to provide goods and services needed to operate the businesses of ADC and Andrew; fluctuations in commodity prices; the social, political and economic risks of the respective global operations of ADC and Andrew; the costs and risks associated with pension and postretirement benefit obligations; the complexity of products sold; changes to existing regulations or technical standards; existing and future litigation; difficulties and costs in protecting intellectual property rights and exposure to infringement claims by others; and compliance with environmental, health and safety laws. For a more complete list and description of such risks and uncertainties, refer to ADC’s Form 10-K for the year ended October 31, 2005 and Andrew’s Form 10-K for the year ended September 30, 2005 as well as other filings made by ADC and Andrew with the United States Securities and Exchange Commission (the SEC). Except as required under the US federal securities laws and the rules and regulations of the SEC, ADC and Andrew disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

Additional Information and Where to Find It

In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF ADC AND STOCKHOLDERS OF ANDREW ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of ADC and stockholders of Andrew. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov. Investors and security holders may also obtain the documents free of charge from Investor Relations at ADC by writing Investor Relations, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, Minnesota 55440-1101; or calling 952-917-0991; or at www.adc.com/investorrelations/financialinformation/secfilings/. Investors and security holders may also obtain the documents free of charge from Investor Relations of Andrew by writing Investor Relations, Andrew Corporation, Westchester, Illinois 60154; or calling 800-232-6767; or at www.andrew.com/investors/sec.

Participants In Solicitation

ADC, Andrew and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning ADC’s participants is set forth in the proxy statement dated, January 24, 2006, for ADC’s 2006 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Andrew’s participants is set forth in the proxy statement, dated December 30, 2005, for Andrew’s 2006 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of ADC and Andrew in the solicitation of proxies in respect of the merger will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.

Exhibit 99.3

The ADC and Andrew Merger –
Organization and Executive Leadership Planned At Close.

The pending merger of ADC and Andrew will create a corporation of significant scale that will focus on meeting the needs of our customers around the world. Most of these customers are themselves great global enterprises and the new ADC structure will be set to optimize our ability to serve the global marketplace.

We have envisioned the combination of these two businesses for some time, and I’m pleased to announce the senior executive organization and leaders who will report to me directly upon close. Each of these executive leaders will have global responsibilities for a segment of our corporate business or functions. We feel confident that the general structure for the business will effectively organize our resources to optimize our potential. Most importantly, I am thrilled that the executive team will be comprised of strong executives from both ADC and Andrew who are committed to working as one team to successfully transform these two strong companies into one truly superior and successful company.

While we are in a position today to share the senior executive structure for the combined company, there are many, many organizational and leadership decisions that will follow from the intent we announce today. Now that we are able to broadly engage many more people in the planning, we will work aggressively to define the details. Our intent is that as of the date of close in four to six months, the new organizations will be clearly defined, with everybody clearly understanding any changes to their reporting relationship or role within the larger organization.

Upon close of this transaction, major organizational segments are planned as follows:

Global Business Groups – We will have four large groups with profit-and-loss responsibilities for all of our major product and service offerings. Directly within these Group organizations will be the responsibilities for product management, engineering, and manufacturing operations. These groups will partner with other global organizations responsible for sales, marketing and the full array corporate center functions to meet and exceed our customer’s expectations. The Global Business Groups will serve customers around the world with employees located at various company locations throughout the world. Our four business groups will be as follows:

Network Connectivity Solutions – Pat O’Brien will lead this business group and will have responsibility for all of the current GCS business unit product offerings. By including the manufacturing organization within the business group, we will drive increased alignment with our product management, engineering and manufacturing organizations, which we believe will be key to optimally serving our customers over the next several years.

Global Services and Solutions– Dick Parran will lead this business group, and will have responsibility for all of ADC’s current Professional Services businesses including those in Europe. In addition, a key step in our integration planning will be to identify and migrate the various Andrew services and support businesses to this newly formed global business group.

Wireless Technology and Systems – Mickey Miller, who is a senior executive at Andrew today, will lead this group, which includes the full array of active electronics wireless products. While the largest portion of this group will include products from the Andrew portfolio, we will be integrating ADC’s Wireless Active Infrastructure products and technologies, including Digivance, into this Group.

Antenna, Cable and Satellite - John DeSana, who is also a senior executive at Andrew, will lead this group. At this point, this group is comprised exclusively of products from within the current Andrew portfolio, and includes their significant global cable business, as well as their Antenna and Satellite Communications business.

Go-To-Market - We will have one Global Go-to-Market organization led by Roger Manka, who is currently a senior executive at Andrew. Roger and his global team will have responsibility for Sales, Marketing and Customer Service in all regions in the world. All of our current Regions and Corporate Marketing functions will roll-up under Roger Manka. Steve Mitchell will be a key member of the new Global Go-to Market organization, and will work closely with Roger to integrate all our combined Go-to-Market tools, processes, and channel partners. Roger and Steve will ensure we never miss a beat in terms of serving our customers well through the upcoming months.

Acquisition Integration - The effective integration of the ADC and Andrew merger will be a major priority in the near-term future. We will have significant focus and attention on defining crisp and effective integration plans, and in driving our execution in an efficient manner. I’ve selected Laura Owen to serve in the role as ADC’s Chief Integration Officer based on her strong execution track record, program management skills and her breadth of understanding of the full complement of business processes and functions. She will lead the full array of integration teams, focusing them on setting and meeting aggressive goals and timelines in support of our acquisition objectives.

Corporate Functions - We will continue to have a Global structure for our key Corporate functions. This global structure plays a key role in driving efficient and effective processes throughout the world, as well as an important role in introducing and driving teamwork and a common culture on a global basis. Key functions and leaders reporting to me are as follows:

Finance – Gokul Hemmady will continue as the Chief Financial Officer.

Legal – Jeff Pflaum will continue as the General Counsel, with responsibility for all legal affairs of the company.

Corporate Services – Mary Quay will have responsibility for several key global company processes, including information technology, facilities, and real estate.

Business Development – Hilton Nicholson will lead future business development efforts at the company level. He will also continue to serve as President of ADC’s Wireline Business Unit, which will be structurally placed in the Network Connectivity Solutions Group.

Strategy and Technology – Mike Day will lead company-level strategy and technology planning.

Human Resources – Bob Grams is promoted to Vice President, Compensation and Benefits, and will serve as the interim company HR leader while Laura Owen is focused on her role as the Chief Integration Officer.

Strategic Supply Chain – We will establish a senior executive position reporting to me to focus on achieving significant supply chain advantages – as have been suggested both through ADC’s Project North 40, and through Andrew’s “TASC” initiative. We plan to consider both internal and external candidates for this position, and will announce a selected leader for this critical position at a later date.

I am also very pleased that Ralph Faison has very willingly agreed to serve as a consultant to ADC during the six-month period following close. Throughout the process of finalizing this merger, I’ve come to know Ralph well. I trust and respect Ralph and personally expect to find his counsel valuable to ADC on a variety of fronts as we work through the transition period of the merger.

I am very excited about the strength of the leadership team we will be creating. Exceptional executives from both ADC and Andrew will be joining together to focus on our common objective, which is to make ADC and Andrew an enormously successful merger — and a combined company that we will all be very proud to be a part of.

We expect that it will be about four to six months until the close of the transaction, and we must operate as separate companies until then. Internal to our current ADC business prior to closing we will continue planning for implementation of the organizational changes and other integration activities to take effect at closing. Other changes must necessarily wait until we have achieved closure. To manage this effectively, we will need tremendous teamwork across the organization, and I have full confidence that we can achieve this level of teamwork. For now, and until you see something specific from either me or one of my direct reports, assume no change in your current organization or leadership.

And above all else – let’s stay focused on meeting our customers’ needs. We have a tremendous opportunity in front of us. Let’s manage our internal issues well, so we can keep our focus on what will truly make us successful – serving our customers!

Bob Switz

Safe Harbor For Forward Looking Statements
This document contains statements regarding the proposed transaction between ADC and Andrew, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of ADC and Andrew. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of ADC and Andrew and the combined company, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements, include, among other things: the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement; fluctuations in the telecommunications market; the pricing, cost and other risks inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on contract manufacturers and other vendors to provide goods and services needed to operate the businesses of ADC and Andrew; fluctuations in commodity prices; the social, political and economic risks of the respective global operations of ADC and Andrew; the costs and risks associated with pension and postretirement benefit obligations; the complexity of products sold; changes to existing regulations or technical standards; existing and future litigation; difficulties and costs in protecting intellectual property rights and exposure to infringement claims by others; and compliance with environmental, health and safety laws. For a more complete list and description of such risks and uncertainties, refer to ADC’s Form 10-K for the year ended October 31, 2005 and Andrew’s Form 10-K for the year ended September 30, 2005 as well as other filings made by ADC and Andrew with the United States Securities and Exchange Commission (the SEC). Except as required under the US federal securities laws and the rules and regulations of the SEC, ADC and Andrew disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF ADC AND STOCKHOLDERS OF ANDREW ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of ADC and stockholders of Andrew. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov. Investors and security holders may also obtain the documents free of charge from Investor Relations at ADC by writing Investor Relations, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, Minnesota 55440-1101; or calling 952-917-0991; or at www.adc.com/investorrelations/financialinformation/secfilings/. Investors and security holders may also obtain the documents free of charge from Investor Relations of Andrew by writing Investor Relations, Andrew Corporation, Westchester, Illinois 60154; or calling 800-232-6767; or at www.andrew.com/investors/sec.

Participants In Solicitation
ADC, Andrew and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning ADC’s participants is set forth in the proxy statement dated, January 24, 2006, for ADC’s 2006 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Andrew’s participants is set forth in the proxy statement, dated December 30, 2005, for Andrew’s 2006 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of ADC and Andrew in the solicitation of proxies in respect of the merger will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.

Exhibit 99.4

Date

Name
Address
City/State/Zip

Dear (Name):

On May 31, 2006 ADC announced an agreement to merge with Andrew Corporation. As an existing ADC customer, it’s important to let you know about our decision and share information about how this potential merger benefits you.

We feel this is an ideal strategic combination that enhances our capabilities to serve our entire customer base. Together, we’re better positioned to assist our customers worldwide and enable the growth opportunities that result from the convergence of our customers’ next-generation wireless, broadband, video, data and voice services. We are proud to join forces with Andrew’s talented employees to achieve our shared mission of providing innovative wireline and wireless infrastructure solutions that improve our customer’s business performance.

ADC and Andrew will be working on an integration plan with our customers in mind. ADC welcomes the opportunity to join forces with the Andrew team to continue to provide the finest technical and customer support. The acquisition will likely be completed in the next 4 to 6 months, and we will keep you informed about changes that are important to you.

We hope you find this news as exciting as we do. ADC thanks you for your continued business. You can continue to rely on the products you know, and we look forward to introducing to the new Andrew products when they’re relevant to your network needs.

Feel free to contact your sales representatives at any time with regard to questions you have about this announcement and related products.

Sincerely,

Steve Mitchell
Hubert Schanne
John Dulin

Safe Harbor For Forward Looking Statements
This document contains statements regarding the proposed transaction between ADC and Andrew, the expected timetable for completing the transaction, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of ADC and Andrew. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future of each of ADC and Andrew and the combined company, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements, include, among other things: the ability to consummate the proposed transaction; difficulties and delays in obtaining regulatory approvals for the proposed transaction; difficulties and delays in achieving synergies and cost savings; potential difficulties in meeting conditions set forth in the definitive merger agreement; fluctuations in the telecommunications market; the pricing, cost and other risks inherent in long-term sales agreements; exposure to the credit risk of customers; reliance on contract manufacturers and other vendors to provide goods and services needed to operate the businesses of ADC and Andrew; fluctuations in commodity prices; the social, political and economic risks of the respective global operations of ADC and Andrew; the costs and risks associated with pension and postretirement benefit obligations; the complexity of products sold; changes to existing regulations or technical standards; existing and future litigation; difficulties and costs in protecting intellectual property rights and exposure to infringement claims by others; and compliance with environmental, health and safety laws. For a more complete list and description of such risks and uncertainties, refer to ADC’s Form 10-K for the year ended October 31, 2005 and Andrew’s Form 10-K for the year ended September 30, 2005 as well as other filings made by ADC and Andrew with the United States Securities and Exchange Commission (the SEC). Except as required under the US federal securities laws and the rules and regulations of the SEC, ADC and Andrew disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF ADC AND STOCKHOLDERS OF ANDREW ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/ PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of ADC and stockholders of Andrew. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov. Investors and security holders may also obtain the documents free of charge from Investor Relations at ADC by writing Investor Relations, ADC Telecommunications, Inc., P.O. Box 1101, Minneapolis, Minnesota 55440-1101; or calling 952-917-0991; or at www.adc.com/investorrelations/financialinformation/secfilings/. Investors and security holders may also obtain the documents free of charge from Investor Relations of Andrew by writing Investor Relations, Andrew Corporation, Westchester, Illinois 60154; or calling 800-232-6767; or at www.andrew.com/investors/sec.

Participants In Solicitation
ADC, Andrew and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning ADC’s participants is set forth in the proxy statement dated, January 24, 2006, for ADC’s 2006 annual meeting of shareholders as filed with the SEC on Schedule 14A. Information concerning Andrew’s participants is set forth in the proxy statement, dated December 30, 2005, for Andrew’s 2006 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of ADC and Andrew in the solicitation of proxies in respect of the merger will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.