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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 19, 1998
LCC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21213 54-1807038
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
7925 Jones Branch Drive
McLean, VA 22102 22201
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 351-6666
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ITEM 5. OTHER EVENTS.
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TERMINATION OF TRANSACTIONS WITH ALLEN TELECOM INC.
On October 19, 1998, LCC International, Inc. (the "Company") and
Allen Telecom Inc., a Delaware corporation ("Allen"), announced that they have
terminated the Asset Exchange Agreement, dated September 18, 1998, among the
Company, Alllen, Allen Telecom Investments, Inc., a Delaware corporation
("ATII"), and LCC Europe GmbH, a German corporation and wholly owned subsidiary
of the Company ("LCC GmbH"), pursuant to which the Company and LCC GmbH had
agreed to convey to Allen substantially all of the assets and certain
liabilities related to the Company's hardware business segment in exchange for
the conveyance to the Company by Allen and ATII of substantially all of the
assets and certain liabilities of Allen's business of providing frequency
planning and coordinating services as well as systems design, field engineering
and software products for the wireless communications industry. A copy of the
press release, dated October 19, 1998, issued by the Company and Allen is
attached as Exhibit 99 hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) The following exhibits are filed with this report:
99. Press Release, dated October 19, 1998, announcing the termination
of the agreement between LCC International, Inc. and Allen
Telecom Inc. to exchange certain assets
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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.
Date: October 20, 1998 LCC INTERNATIONAL, INC.
By: /s/ RICHARD HOZIK
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Richard Hozik
Senior Vice President, Treasurer
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99. Press Release, dated October 19, 1998, announcing
the termination of the agreement LCC International,
Inc. and Allen Telecom, Inc. to exchange certain
assets
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EXHIBIT 99
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FOR IMMEDIATE RELEASE
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LCC Contact: Tricia Drennan Allen Telecom Contact: Dianne McCormick
Director of Corporate Communications & Director of Investor Relations
Investor Relations (216) 765-5855 (phone)
(703) 873-2390 (phone) (216) 765-0375 (fax)
(703) 873-2300 (fax) [email protected]
[email protected]
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LCC INTERNATIONAL, INC. AND ALLEN TELECOM INC.
AGREE TO TERMINATE BUSINESS EXCHANGE AGREEMENT
MCLEAN, VA AND BEACHWOOD, OH, October 19, 1998 -- LCC International, Inc.
(NASDAQ: LCCI), and Allen Telecom Inc. (NYSE: ALN), today announced that they
have mutually agreed, in writing, not to proceed with the previously announced
transaction for LCC to exchange its test and measurement equipment and related
software analysis tools business for the engineering, software and consulting
business of Allen Telecom's Comsearch division.
Dr. Rajendra Singh, interim chief executive officer of LCC said, "During the due
diligence period, both parties re-evaluated the strategic nature of their
respective businesses. Although our Hardware Products group has been through a
tough period relative to sales and profitability, I believe that having this
type of capability under our control is a strategic differentiator to our
comprehensive service offerings. We will realign the Hardware Products
organization along with the rest of our company in light of changing market
conditions and I am convinced that we will restore the entire company's
profitability to the levels that I and other shareholders expect."
Robert G. Paul, president and chief executive officer of Allen Telecom, Inc.
said, "Both Allen Telecom and LCC International devoted a significant amount of
effort in pursuit of an agreement. However, we came to the judgement that our
shareholders would be better served by retaining our Comsearch business and
focusing our efforts on maximizing the operating results of both Comsearch and
the other Allen Telecom businesses."
(more)
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LCC AND ALLEN TELECOM AGREE TO TERMINATE BUSINESS EXCHANGE AGREEMENT -- 2/2/2
Statements included in this news release which are not historical in nature are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. LCC International, Inc.'s and
Allen Telecom's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q
contain certain detailed factors that could cause the Companies actual results
to materially differ from forward-looking statements made by the Companies,
including, without limitation, statements regarding future growth, the
acquisition of new management talent, financial performance, strategic business
partnerships, plans to expand and/or finance businesses, planned investments,
costs and timetable for new product development, the health and economic
stability of the world and national markets, the uncertain level of purchases by
current and prospective customers of each company's products and services, the
impact of competitive products and pricing, and other transactions.
LCC International, Inc. (http://www.lcc.com) is the world's largest RF
engineering and wireless telecommunications consulting firm. LCC provides radio
frequency (RF) engineering and network implementation services and products to
the international wireless industry. Headquartered just outside Washington, D.C.
in McLean, Virginia with regional headquarters and support centers in Brazil,
Germany, Norway, and Singapore, the company is engaged in three areas of
business: Services, Systems and Products, and Asset Management.
Allen Telecom Inc. (http://www.allentele.com) is a leading supplier of wireless
equipment to the global telecommunications infrastructure market. The Worldwide
Site Products Division supplies sophisticated filters, duplexers, combiners and
amplifiers to an array of OEM customers. The Worldwide Systems Division focuses
on providing repeaters, amplifiers and other products that enhance both the
coverage and the capacity of a wireless system. The Antenna Specialists and
Decibel Products divisions manufacture mobile and land based antennas in
frequency bands that cover all digital and cellular networks. The Grayson
Wireless division designs and manufactures test and measurement products. The
Comsearch division provides engineering and design services to the wireless
telecommunications industry.
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