SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
November 14, 1996
Date of Report (Date of earliest event reported)
ANDREW CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 3357 36-2092797
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
10500 W. 153rd Street, Orland Park, Illinois 60462
(Address of principal executive offices) (Zip Code)
(708) 349-3300
Registrant's telephone number, including area code
None
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On November 14, 1996, the Board of Directors of Andrew Corporation (the
"Company") declared a dividend of one common stock purchase right (a "Right")
for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),
of the Company. The dividend is payable to stockholders of record at the close
of business on December 16, 1996 (the "Record Date"). The Board also terminated
the old rights plan of the Company, adopted in September 1988, and ordered the
redemption of all outstanding Common Stock rights issued under the old plan. All
stockholders of record at the close of business on December 16, 1996 will
receive $.0015 per old right. The Board determined to declare new Rights and
redeem the old rights because the Company's stock splits over the last several
years had diluted the effectiveness of the old rights.
The description and terms of the new Rights are set forth in the Rights
Agreement (the "Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent"). This summary description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by reference.
Pursuant to the Rights Agreement, each Right entitles the registered
holder to purchase from the Company, under certain circumstances, one share of
Common Stock of the Company at a price of $500.00 per share (the "Purchase
Price"), subject to adjustment. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding Common Stock, or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced by the certificates for shares of Common
Stock and not by separate Rights Certificates, and the right to receive Rights
Certificates will be transferable only in connection with the transfer of shares
of Common Stock.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (i) certificates for shares of Common Stock outstanding as of the
Record Date, together with a Summary of Rights attached, will evidence the
Rights, (ii) certificates for shares of Common Stock issued after the Record
Date upon transfer or new issuance of shares of Common Stock will contain a
notation incorporating the Rights Agreement by reference and thereby evidence
the Rights, and (iii) the surrender for transfer of any certificate for shares
of Common Stock outstanding, even without a copy of the Summary of Rights being
attached or without such notation, will constitute the transfer of the Rights
associated with the shares of Common Stock represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the Distribution Date
and such separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on the tenth anniversary of the Record Date (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below.
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The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of shares of Common Stock of certain
rights or warrants to subscribe for or purchase Common Stock at a price, or
securities convertible into Common Stock with a conversion price, less than
the then-current market price of the Common Stock, or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Common Stock) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of shares of Common
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then-current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock having a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
per Right (subject to adjustment), or cash, other equity or debt securities of
the Company, other assets, or any combination of the foregoing, having an
aggregate value equal to the current per share market price of one share of
Common Stock as of the date of issuance of such other consideration, where such
aggregate value has been determined by the Board of Directors of the Company
based upon the advice of a nationally recognized investment banking firm
selected by the Board of Directors of the Company.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and in,
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per right, subject to adjustment
(the "Redemption Price"). The redemption of the Rights may be made effective at
such time on such basis with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Stock then
known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
November 18, 1996. A copy of the Rights Agreement is available free of charge
from the Company.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.1 Rights Agreement, dated as of November 14, 1996, between
Andrew Corporation and Harris Trust and Savings Bank, which
includes the Form of Rights Certificate as Exhibit A and a
Summary of Rights to Purchase Common Stock as Exhibit B,
incorporated herein by reference to Exhibit 4 to the
Registration Statement on Form 8-A dated November 18, 1996,
and filed by Andrew Corporation with the Securities and
Exchange Commission on November 26, 1996. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until
after the earlier of (i) the tenth day after the Stock
Acquisition Date or (ii) the tenth business day after the date
of commencement of a tender offer or exchange offer by any
Person if upon consummation thereof, such Person would be the
beneficial owner of 15% or more of the Company's outstanding
Common Stock.
20.1 Form of press release dated November 15, 1996.
20.2 Form of letter to be sent to stockholders of Andrew
Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANDREW CORPORATION
Date: November 18, 1996 By: /s/ Charles R. Nicholas
---------------------------
Charles R. Nicholas
Executive Vice President,
Chief Financial Officer
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ANDREW CORPORATION
EXHIBIT INDEX
Exhibit No. Description
----------- -------------------------------------------------------
20.1 Form of press release dated November 15, 1996.
20.2 Form of letter to be sent to stockholders of Andrew
Corporation.
FOR RELEASE IMMEDIATELY Contact: Tami Kamarauskas
Manager, Investor Relations
Telephone:(708)-873-2534
Email: [email protected]
ANDREW CORPORATION ADOPTS NEW RIGHTS PLAN
ORLAND PARK, IL, November 15, 1996 -- The Board of Directors of Andrew
Corporation voted yesterday to adopt a new stockholder rights plan. The Board
also voted to terminate the Old Plan and order the redemption of stockholder
rights under the Old Plan.
The New Rights will be distributed to stockholders of record at the close of
business on December 16, 1996, as one Common Stock Purchase Right for each
outstanding share of Andrew Corporation Common Stock. The Old Rights will be
redeemed for $.0015 per Old Right to stockholders of record at the close of
business on the same date.
The Rights will be exercisable only if a person or group acquires 15% or more of
the outstanding Common Stock or announces a tender offer for 15% or more of the
outstanding Common stock. In the event of an unfriendly takeover attempt,
stockholders will be entitled to acquire additional shares of Andrew Corporation
Common Stock (or, under certain circumstances, shares of either the acquiring or
surviving company) at half the market price.
Dr. Floyd L. English, chairman, president and chief executive officer, said "The
company is not aware of any current suitors. The New Rights Plan is designed
with the same intention as the Old Plan -- to protect the interests of all
stockholders of Andrew Corporation and to prevent an acquiror from gaining
control of Andrew without offering a fair price to all stockholders. We simply
needed a new plan since the last four years' consecutive stock splits had
diluted the old plan's effectiveness."
<PAGE>
Andrew Corporation is a global supplier of communications systems equipment and
services. Major markets are wireless communications--which includes cellular,
personal communications systems and land mobile radio--broadcast and common
carrier. Andrew is an S&P 500 company listed on the Nasdaq National Market
System under the symbol: ANDW.
[Andrew Corporation Letterhead]
December ___, 1996
Dear Stockholder:
On November 14, 1996, the Board of Directors of Andrew Corporation
("Andrew" or the "Company") adopted a new Common Stock Purchase Rights Plan
(the "New Plan"), declared a dividend distribution of one Common Stock
Purchase Right (the "New Rights") on each outstanding share of the Company's
Common Stock, terminated the prior Common Stock Purchase Rights Plan (the
"Old Plan"), and ordered the redemption of the prior Common Stock Purchase
Rights (the "Old Rights"). The New Rights will have an exercise price of $500
per share of Common Stock and will be awarded to stockholders of record at the
close of business on December 16, 1996. The Old Rights will be redeemed for
$.0015 per Old Right (as adjusted to reflect stock splits) to stockholders of
record at the close of business on the same date.
The Andrew Board adopted the New Plan with the same intention as the
Board adopted the Old Plan, to protect your interests in the event the Company
is confronted with coercive or unfair takeover tactics. The New Plan contains
provisions similar to the Old Plan that are intended to safeguard you in the
event of an unsolicited offer to acquire the Company, whether through a gradual
accumulation of shares in the open market, a partial or two-tiered tender offer
that does not treat all stockholders equally, the acquisition in the open
market or otherwise of shares constituting control without offering fair value
to all stockholders, or other abusive takeover tactics which the Board believes
are not in the best interests of Andrew stockholders. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
As you are aware, Andrew has declared several stock splits, payable in
the form of stock dividends, over the last few years. These stock splits, while
being advantageous to stockholders, have reduced the exercise price of each of
the Old Rights from the original amount of $50 to $7.41 per share of Common
Stock. This reduction substantially negates the intended effect of the Old Plan
to force a hostile acquiror to negotiate with the Company's Board of Directors
to avoid potentially significant dilution in its holding and thereby assure that
all of Andrew's stockholders receive fair value in the event of a proposed
takeover of the Company. Therefore, the Andrew Board decided to terminate the
Old Plan even though it would not have expired until September 28,1998. The
Board continues to believe, however, that a stockholder rights' plan is the most
effective device to promote the continued growth of the Company while insuring
that all of its stockholders receive the long-term value of their investment
in the Company.
Under the New Plan, the New Rights will not be exercisable initially,
will automatically trade with the Common Stock of the Company and will not be
represented by separate certificates. However, ten days after a person or group
either acquires 15% or more of the Common Stock, or announces an offer to
acquire 15% or more of the Common Stock (even if no purchases actually occur),
the New Rights will be distributed. The Board expects that the New Rights will
begin to trade independently from the Common Stock at that time. The New
Rights, however, will not have any voting power. The New Plan enables the
Board to reduce the 15% threshold to not less than 10% to deal with specific
situations that may arise.
<PAGE>
If Andrew is involved in a merger or other business combination
(other than pursuant to a tender offer for all of the outstanding Common Stock
which provides fair value to all stockholders) and, as a result, Andrew and its
stock no longer survive, each New Right will be automatically modified so as to
entitle stockholders to buy common stock of the acquiring company at one-half of
its market price. For example, if the exercise price (initially set at $500 per
share, but subject to adjustment) is $500 per share at the time of such merger,
each New Right will entitle the stockholder holding it to buy $1,000 worth
(based on "current market price" as defined) of the acquiring company's
common stock for $500. Alternatively, if an acquiror acquires 15% or more of
the Common Stock of Andrew, each New Right not owned by the acquiror will
entitle the stockholder to buy Andrew Common Stock at one-half of its market
price. Again, if the exercise price is $500 per share at such time, each New
Right will entitle the stockholder to buy $1,000 worth (based on "current market
price" as defined) of Andrew's Common Stock for $500. Stockholders also will be
entitled to buy Andrew Common Stock in this manner if a 15% or greater
stockholder, under certain circumstances, acquires Andrew by merger and Andrew
and its stock survive.
Attached is a Summary of the New Plan. Neither the above description
of the New Plan nor the Summary purport to be complete, but you should review
the Summary carefully to understand the New Rights. As noted in the Summary,
a copy of the New Plan is available upon request from the Company free of
charge.
Very truly yours,
Floyd L. English
Chairman and Chief Executive Officer
