SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM_____ TO_____
COMMISSION FILE NUMBER 0-9514
ANDREW CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-2092797
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
10500 W. 153RD STREET, ORLAND PARK, ILLINOIS 60462
(Address of principal executive offices and zip code)
(708) 349-3300
(Registrant's telephone number, including area code)
NO CHANGE
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period as the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $.01 Par Value -- 91,088,286 shares as of April 15, 1997
<PAGE>
INDEX
ANDREW CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets--March 31, 1997 and September 30, 1996.
Consolidated statements of income--Three months ended March 31,
1997 and 1996; Six months ended March 31, 1997 and 1996.
Consolidated statements of cash flows--Six months ended March 31,
1997 and 1996.
Notes to consolidated financial statements--March 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
PART II. FINANCIAL INFORMATION
Item 2. Changes in Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Exhibit 3.(i) Certificate of Incorporation
Exhibit 10(c) Non-Employee Director's Stock Option Plan
Exhibit 11 Computation of Earnings per Share.
Exhibit 27 Financial Data Schedule
SIGNATURES
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<CAPTION>
MARCH 31 September 30
1997 1996
---------- ----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 90,903 $ 31,295
Accounts receivable, less allowances 174,169 197,589
(Mar. - $4,402; Sep. - $3,648)
Inventories
Finished products 60,173 56,947
Materials and work in process 116,701 109,662
--------- ---------
176,874 166,609
Miscellaneous current assets 8,900 6,491
--------- ---------
TOTAL CURRENT ASSETS 450,846 401,984
OTHER ASSETS
Costs in excess of net assets of businesses
acquired, less accumulated amortization
(Mar. - $21,611; Sep. - $19,732) 40,905 42,667
Investments in and advances to affiliates 46,211 42,510
Investments and other assets 11,730 11,368
PROPERTY, PLANT, AND EQUIPMENT
Land and land improvements 11,577 11,103
Buildings 69,044 68,248
Equipment 273,804 254,737
Allowances for depreciation (216,066) (201,388)
--------- ---------
138,359 132,700
--------- ---------
TOTAL ASSETS $ 688,051 $ 631,229
========= =========
<FN>
The balance sheet at September 30, 1996 has been derived from the audited
financial statements at that date
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
(Continued)
<CAPTION>
MARCH 31 September 30
1997 1996
---------- ------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 6,482 $ --
Accounts payable 36,529 38,887
Accrued expenses and other liabilities 30,468 26,170
Compensation and related expenses 23,476 27,006
Income taxes 20,565 20,367
Current portion of long-term debt 4,983 4,952
--------- ---------
TOTAL CURRENT LIABILITIES 122,503 117,382
DEFERRED LIABILITIES 5,150 7,919
LONG-TERM DEBT, less current portion 40,273 40,423
MINORITY INTEREST 8,991 9,291
STOCKHOLDERS' EQUITY
Common Stock (par value, $.01 a share: 1,027 685
400,000,000 shares authorized;
102,719,097 shares issued, including treasury)
Additional paid-in capital 50,077 43,257
Foreign currency translation (3,134) 349
Retained earnings 508,766 458,914
Treasury stock, at cost (11,630,811 shares Mar.;
12,070,844 shares Sep.) (45,602) (46,991)
--------- ---------
511,134 456,214
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 688,051 $ 631,229
========= =========
<FN>
The balance sheet at September 30, 1996 has been derived from the audited
financial statements at that date.
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Amounts in thousands, except per share amounts)
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
1997 1996 1997 1996
---------------------- ----------------------
<S> <C> <C> <C> <C>
SALES $ 208,222 $ 183,159 $ 439,886 $ 361,083
Cost of products sold 123,089 110,341 264,781 216,412
--------- --------- --------- ---------
GROSS PROFIT 85,133 72,818 175,105 144,671
OPERATING EXPENSES
Research and development 10,806 8,025 20,655 15,436
Sales and administrative 36,929 33,898 78,940 70,870
--------- --------- --------- ---------
47,735 41,923 99,595 86,306
--------- --------- --------- ---------
OPERATING INCOME 37,398 30,895 75,510 58,365
OTHER
Interest expense 1,524 1,464 2,783 2,741
Interest income (965) (529) (1,669) (1,187)
Other (income) expense (2,411) 1,423 (2,300) 1,850
--------- --------- --------- ---------
(1,852) 2,358 (1,186) 3,404
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 39,250 28,537 76,696 54,961
Income taxes 13,738 10,245 26,844 19,758
--------- --------- --------- ---------
NET INCOME $ 25,512 $ 18,292 $ 49,852 $ 35,203
========= ========= ========= =========
NET INCOME PER AVERAGE
SHARE OF COMMON STOCK
OUTSTANDING $ 0.28 $ 0.20 $ 0.54 $ 0.38
========= ========= ========= =========
AVERAGE SHARES OUTSTANDING 92,319 91,685 92,137 91,662
========= ========= ========= =========
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
<CAPTION>
Six Months Ended
March 31
--------------------
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net Income $ 49,852 $ 35,203
ADJUSTMENTS TO NET INCOME
Depreciation and amortization 18,879 14,998
Decrease (increase) in accounts receivable 19,629 (2,441)
Increase in inventories (9,602) (19,214)
Increase in miscellaneous current and other assets (2,868) (431)
Increase in receivables from affiliates (161) (28)
Increase (decrease) in accounts payable
and other liabilities 1,228 (1,644)
Other (366) (189)
-------- --------
NET CASH FROM OPERATIONS 76,591 26,254
INVESTING ACTIVITIES
Capital expenditures (22,211) (26,799)
Acquisition of businesses, net of cash acquired -- (14,595)
Investments in and advances to affiliates (3,701) (6,335)
Proceeds from sale of property,
plant and equipment 161 276
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (25,751) (47,453)
FINANCING ACTIVITIES
Payments on long-term debt (102) (744)
Proceeds from (payments on) short-term borrowings 6,473 (2,450)
Stock purchase and option plans 4,255 474
-------- --------
NET CASH FROM (USED IN) FINANCING ACTIVITIES 10,626 (2,720)
Effect of exchange rate changes on cash (1,858) (734)
-------- --------
INCREASE (DECREASE) FOR THE PERIOD 59,608 (24,653)
Cash and equivalents at beginning of period 31,295 46,064
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD $ 90,903 $ 21,411
======== ========
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
<PAGE>
ANDREW CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1997
are not necessarily indicative of the results that may be expected for the year
ending September 30, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the company's annual
report on Form 10-K for the year ended September 30, 1996.
NOTE B--STOCK SPLIT
On February 11, 1997, the company's Board of Directors declared a three-for-two
stock split to stockholders of record on February 25, 1997, payable March 11,
1997. All share and per share amounts have been restated for all periods
presented to reflect the stock split. Also, on February 11, 1997, the
stockholders approved an increase in the common stock authorized from
100,000,000 to 400,000,000.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Andrew Corporation set a second quarter record with sales of $208.2 million, an
increase of 14% from the $183.2 million recorded for the same period last year.
Worldwide wireless infrastructure markets drove the sales growth this quarter.
Construction of personal communications services (PCS) infrastructure led the
United States sales growth. International wireless sales were also strong, with
particular strength in Asia and Europe. For the first six months of fiscal
1997, sales were $439.9 million, an increase of 22% over the $361.1 million
recorded for the same period last year.
Cost of goods sold, as a percentage of sales, was 59.1% for the second quarter
of fiscal 1997, compared to 60.2% for the same period last year. The decrease
for the quarter is primarily due to productivity gains and favorable copper
prices. For the first six months of fiscal 1997, cost of goods sold, as a
percentage of sales, remained relatively stable when compared to the same period
last year, due to price competition and sales of lower margin commercial
products partially offsetting second quarter productivity gains and favorable
raw material prices.
Research and development expense, for the second quarter of fiscal 1997,
increased $2.8 million or 35% to $10.8 million. For the first six months of
fiscal 1997, research and development expense was $20.7 million, an increase
of 34% over the first six months of fiscal 1996. The growth in research and
development expense, for both the quarter and the first six months of fiscal
year 1997, is attributable to the development of new products and the expansion
of existing products of wireless applications. Sales and administrative
expenses for the second quarter of fiscal 1997 increased $3.0 million compared
to the same period last year. As a percentage of sales, sales and
administrative expenses were 17.7% compared to 18.5% for the same period last
year.
Other income of $2.4 million, for the second quarter of fiscal 1997, consisted
primarily of foreign exchange gains. In the second quarter of fiscal 1996, other
expense included a one time charge of $1.5 million related to the acquisition
of The Antenna Company. For the first six months of fiscal 1997, other income
was $2.3 million, compared to other expense of $1.9 million in fiscal 1996. For
the six months ended March 31, 1997, interest expense remained relatively
unchanged compared to the same period last year, while interest income improved
by 41% to $1.7 million during the same period.
LIQUIDITY AND CAPITAL RESOURCES
Net cash from operations for the first six months of fiscal year 1997 was $76.6
million compared to $26.2 million for the same period in fiscal year 1996.
Growth in net income and non-cash expenses, such as depreciation and
amortization, coupled with increased inflows from the collection of accounts
receivable and a decreased investment in inventories led to the $50.3 million
increase in net cash from operations.
Net cash used in investing activities, for the six months ended March 31, 1997,
decreased to $25.8 million compared to $47.5 million in the corresponding
period for fiscal year 1996. The decrease was due in large part to the purchase
in fiscal year 1996 of a majority interest in Mapra Industria e Comercio, Ltda.
and Gerbo Telecommunicacoes e Servicoes, Ltda. for $14.5 million.
Net cash from financing activities, for the first six months of fiscal year
1997, was $10.6 million compared to net cash used in financing activities of
$2.7 million for the corresponding period in fiscal year 1996. In fiscal year
1997, the company incurred $6.5 million in short-term debt to finance the
expansion of its operations in Brazil. In fiscal year 1996, the company
liquidated The Antenna Company's line of credit totaling $5.0 million. The
company's liquidity also improved from an increase in the number of stock
options exercised during the first six months of fiscal year 1997.
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On February 11, 1997 the stockholders voted to increase the total number of
shares of Andrew Corporation Common Stock, $.01 par value, from 100,000,000 to
400,000,000 shares.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Andrew's Annual Meeting of Stockholders was held on
February 11, 1997.
(b) & (c) Items Held for Vote.
Number of Shares Voted
--------------------------------------------
Broker
1. Election of Directors For Against Non-Votes Abstentions
--------------------------------------------
John G. Bollinger 52,212,477 0 0 3,056,455
Jon L. Boyes 54,715,382 0 0 553,550
Kenneth J. Douglas 52,211,802 0 0 3,057,130
Floyd L. English 54,711,116 0 0 557,816
Jere D. Fluno 54,716,057 0 0 552,875
Ormand J. Wade 54,716,057 0 0 552,875
2. Approval of a proposal to amend the Company's Certificate of
Incorporation to increase to 400,000,000 the authorized shares of
Common Stock of the Company. The proposal was ratified by votes of
42,169,976 shares for; 11,662,308 against and 157,486 abstentions.
3. Approval of a proposal to amend the Company's Stock Option Plan for
Non-Employee Directors. The proposal was ratified by votes of
52,531,898 shares for; 1,230,220 against and 227,652 abstentions.
4. The selection of Ernst & Young to serve as independent public auditors
for fiscal year 1997. The selection of Ernst & Young as independent
public auditors was ratified by votes of 55,097,083 for, 76,508 against
and 95,341 abstentions.
Note: Share amounts in this exhibit have been restated to reflect a
three-for-two stock split to stockholders of record on February 25, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 3.(i) - Certificate of Incorporation
Exhibit 10(c) - Non-Employee Director's Stock Option Plan
Exhibit 11 - Computation of Earnings per Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 1997.
<PAGE>
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 thereunto duly authorized.
ANDREW CORPORATION
Date May 14, 1997 F. L. English
---------------- -----------------------
F. L. English
Chairman, President and
Chief Executive Officer
Date May 14, 1997 C. R. Nicholas
---------------- ----------------------------
C. R. Nicholas
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.(i) Certificate of Incorporation
10(c) Non-Employee Director's Stock Option Plan
11 Computation of Earnings per Share
27 Financial Data Schedule
CERTIFICATE OF INCORPORATION
OF
ANDREW MERGING CORPORATION
ARTICLE I
The name of the corporation (hereinafter called the "Corporation") is
Andrew Merging Corporation.
ARTICLE II
The address of the Corporation's registered office in the State of
Delaware is 1209 Orange, City of Wilmington, County of New Castle. The name of
the Corporation's registered agent at such address is The Corporation Trust
Company.
ARTICLE III
The purpose for which the corporation is organized is: to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.
ARTICLE IV
The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock, $.01 par value
("Common Stock"). Holders of Common Stock shall have one vote in respect of
each share held by them.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1. NUMBER. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors which shall consist of not
less than six and not more than eleven persons, with the specific number to be
determined by resolution of the Board of Directors.
SECTION 2. TERMS. Each director shall hold office until the next Annual
Meeting of Stockholders after his election or until his successor is elected
and qualified or until his earlier resignation or removal.
<PAGE>
SECTION 3. STOCKHOLDER NOMINATIONS OF DIRECTOR CANDIDATES. Advance
notice of stockholder nominations for the election of directors shall be given
in the manner provided in the By-Laws of the Corporation.
SECTION 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at the next Annual
Meeting of Stockholders.
SECTION 5. REMOVAL. Any director, or the entire Board of Directors, may be
removed from office at any time, with or without cause, by the affirmative vote
of the holders of a majority of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.
ARTICLE VI
STOCKHOLDER ACTION
Any action required or permitted to be taken by the stockholders of the
corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by consent in writing by
such stockholders. Except as otherwise required by law, special meetings of
stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors.
ARTICLE VII
BY-LAWS AMENDMENTS
The Board of Directors shall have power to make, alter, amend and repeal
the By-Laws of the Corporation (except so far as the By-Laws of the Corporation
adopted by the Stockholders shall otherwise provide). Any By-Laws made by the
Board of Directors under the powers conferred hereby may be altered, amended or
repealed by the Board of Directors or by the stockholders.
<PAGE>
ARTICLE VIII
ACQUISITIONS PROPOSALS
In determining whether an "acquisition proposal" is in the best interests
of the Corporation and its stockholders, the Board of Directors shall consider
all factors it deems relevant including, without limitation:
A. the consideration being offered in the acquisition proposal, not only
in relation to the then current market price, but also in relation to the
then current value of the Corporation in a freely negotiated transaction
and in relation to the Board of Directors' estimate of the future value of
the Corporation as an independent entity, and
B. the social, legal and economic effects upon employees, suppliers,
customers and on the communities in which the Corporation is located, as
well as the long-term business prospects of the Corporation.
"Acquisitions proposal" means any proposal of any person (i) for a tender offer,
exchange offer or any other method of acquiring any equity securities of the
Corporation with a view to acquiring control of the Corporation, (ii) to merge
or consolidate the Corporation with another corporation, (iii) to purchase or
otherwise acquire all or substantially all the properties and assets of the
Corporation.
This Section shall not be interpreted to create any rights on behalf of third
persons, such as employees, suppliers or customers.
ARTICLE IX
SECTION 1. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for the breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
SECTION 2. INDEMNIFICATION AND INSURANCE.
A. RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a
director or officer of the Corporation or, if a director or officer of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director or
officer or in any other capacity while serving as a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as
provided in paragraph B hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was
<PAGE>
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and
shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation
Law requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall
be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not
entitled to be indemnified under this section or otherwise. The
Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and
officers.
B. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph A of
this Section is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the Claimant
may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the
burden of providing such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors,
stockholders or independent legal counsel) to have made a determination
prior to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, stockholders or independent legal
counsel) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
C. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, By-law,
agreement, vote of stockholders or disinterested directors or otherwise.
D. INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.
ARTICLE X
The name and mailing address of the incorporator of the Corporation is
Robin Mariella, Suite 3300, One First National Plaza, Chicago, Illinois
60603.
The undersigned, being the sole incorporator hereinafter named, for the
purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, does make this Certificate of Incorporation,
hereby declaring and certifying that this is her act and deed and the
facts herein stated are true, and accordingly has set her hand this 20th
day of November, 1986.
/s/ Robin Mariella
------------------
Robin Mariella
<PAGE>
CERTIFICATE OF MERGER
OF
ANDREW CORPORATION
INTO
ANDREW MERGING CORPORATION
Andrew Merging Corporation, a Delaware corporation, hereby certifies that:
FIRST: The name and state of incorporation of each of the constituent
corporations is as follows:
State of
Name Incorporation
---- -------------
Andrew Corporation Illinois
Andrew Merging Corporation Delaware
SECOND: An Agreement and Plan of Merger dated December 18, 1986 has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section
252(c) of the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation is Andrew Merging
Corporation, which shall be changed herein to Andrew Corporation.
FOURTH: The Certificate of Incorporation of Andrew Merging Corporation as
in effect on the date of filing of this certificate shall be the
Certificate of Incorporation of the surviving corporation, with the
following amendments:
(a) Article I of the Certificate of Incorporation of Andrew
Merging Corporation shall be amended to read in its entirety as
follows: "The name of the corporation (hereinafter called the
"Corporation") is Andrew Corporation."
(b) Article IV of the Certificate of Incorporation of Andrew Merging
Corporation shall be amended to read in its entirety as follows: "The
total number of shares of all classes of stock which the Corporation
shall have authority to issue is 30,000,000 shares of Common Stock,
$.01 par value ("Common Stock"). Holders of Common Stock shall have
one vote in respect of each share held by them."
FIFTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation, the address of
which is 10500 West 153rd Street, Orland Park, Illinois 60462.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder
of either constituent corporation.
SEVENTH: The authorized capital stock of Andrew Corporation is 30,000,000
shares of Common Stock, $1.00 par value.
IN WITNESS WHEREOF, Andrew Merging Corporation has caused this certificate
to be duly executed by its officers thereunto duly authorized this 3rd
day of February, 1987.
ANDREW MERGING CORPORATION
By:/s/ Floyd L. English
--------------------
Floyd L. English
President
ATTEST:
/s/ Charles R. Nicholas
- -----------------------
Charles R. Nicholas
Secretary
-2-
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ANDREW CORPORATION
ANDREW CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation
held on November 11, 1993, resolutions were adopted setting forth a proposed
amendment of the Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and directing that the amendment be considered at the
Annual Meeting of Stockholders of the Corporation to be held February 2, 1994.
The resolution setting forth the proposed amendment is as follows:
"RESOLVED: That Article IV of the Certificate of Incorporation of this
corporation be amended to read in its entirety as follows:
The total number of shares of stock of all classes which
the Corporation shall have authority to issue is 100,000,000 shares
of Common Stock, $.01 par value ('Common Stock'). Holders of Common
Stock shall have one vote in respect of each share held by them."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the Annual Meeting of the Stockholders of the Corporation was fully
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares required by Section 242 of the General Corporation Law of the State of
Delaware were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, ANDREW CORPORATION has caused this certificate to be
signed by Gregory F. Maruszak, its Vice President, Controller, and James F.
Petelle, its Secretary, this 2nd day of February 1994.
ANDREW CORPORATION
By:/s/ Gregory F. Maruszak
------------------------------
Gregory F. Maruszak
Vice President, Controller
ATTEST:
By:/s/ James F. Petelle
--------------------
James F. Petelle
Secretary
<PAGE>
CERTIFICATE OF MERGER
OF
THE ANTENNA COMPANY
INTO
ANDREW CORPORATION
Andrew Corporation, a Delaware Corporation, hereby certifies that:
FIRST: The name and state of incorporation of each of the constituent
corporations is as follows:
Name
State of
Incorporation
Andrew Corporation
Delaware
The Antenna Company
Illinois
SECOND: An Agreement and Plan of Merger dated January 25, 1996 has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252(c)
of the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation is Andrew Corporation.
FOURTH: The Certificate of Incorporation of Andrew Corporation as in
effect on the date of filing of this certificate shall be the Certificate of
Incorporation of the surviving corporation.
FIFTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of Andrew Corporation, the surviving corporation,
the address of which is 10500 West 153rd Street, Orland Park, Illinois 60462.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
either constituent corporation.
SEVENTH: The authorized capital stock of The Antenna Company is 100,000
shares of Common Stock, $.10 par value.
<PAGE>
IN WITNESS WHEREOF, Andrew Corporation has caused this certificate to be
duly executed by its officers thereunto duly authorized this 15th day of March
1996.
ANDREW CORPORATION
By: /s/ Charles R. Nicholas
Charles R. Nicholas
Executive Vice President;
Chief Financial Officer
ATTEST:
/s/ James F. Petelle
James F. Petelle
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ANDREW CORPORATION
ANDREW CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation held
on November 14, 1996, resolutions were adopted setting forth a proposed
amendment of the Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and directing that the amendment be considered at the
Annual Meeting of Stockholders of the Corporation to be held February 11, 1997.
The resolution setting forth the proposed amendment is as follows:
"RESOLVED: That Article Fourth IV of the Certificate of Incorporation of
this corporation be amended to read in its entirety as follows:
The total number of shares of stock of all classes which the Corporation
shall have authority to issue is 400,000,000 shares of Common Stock, $.01
par value ("Common Stock"). Holders of Common Stock shall have one vote
in respect of each share held by them."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of the Stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares
required by Section 242 of the General Corporation Law of the State of Delaware
were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, ANDREW CORPORATION has caused this certificate to be
signed by Thomas E. Charlton, its Group President, Communication Systems, and
Eileen P. Tierney, its Assistant Secretary, this 18th day of February, 1997.
ANDREW CORPORATION
By: /s/ Thomas E. Charlton
Thomas E. Charlton
Group President, Communication
Systems
ATTEST:
By: /s/ Eileen P. Tierney
Eileen P. Tierney
Assistant Secretary
THE ANDREW CORPORATION
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
As approved by the Board of Directors of
Andrew Corporation on December 18, 1987 and
submitted to the Stockholders of Andrew
Corporation on February 4, 1988.
As later amended and approved by
the Stockholders of Andrew Corporation
on February 5, 1992 and February 11, 1997.
<PAGE>
ANDREW CORPORATION
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Name and Identity of the Plan. This instrument and the plan set forth herein
shall be known as the Andrew Corporation Stock Option Plan for Non-Employee
Directors (hereinafter called the "Plan").
2. Definitions. As used herein, the following terms shall have the
meanings indicated below, unless the context shall give a clear meaning to the
contrary:
(a) "Company" shall mean Andrew Corporation, a Delaware corporation.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Stockholders" shall mean the stockholders of the Company.
(d) "Eligible Director" shall mean a member of the Board who is not, and
has not been at any time within the preceding three years, an officer or
employee of the Company or any of its subsidiaries or affiliates.
(e) "Administrator" shall mean the Chief Financial Officer of the
Company, or such other officer as may be designated by the Board.
(f) "Common Stock" shall mean the common stock, $.01 par value, of the
Company.
(g) "Market Value" shall mean the average of the high and low sale
prices of the Common Stock as reported on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") system on the date in
question or, if such date is not a business day, on the next preceding
business day.
(h) "Option" shall mean an option granted under the Plan to an Eligible
Director for the purchase of shares of Common Stock.
(i) "Optionee" shall mean the recipient and holder of an Option.
As used herein, the singular shall include the plural and vice versa,
and words used in any gender shall include all genders, unless the context shall
give a clear meaning to the contrary.
3. Purpose of the Plan. The purpose of the Plan is to encourage the highest
level of director performance by providing to Eligible Directors the opportunity
to acquire a proprietary interest in the Company's success and progress through
the purchase of Common Stock.
4. Administration of the Plan. The Plan shall be administered by the
Administrator. Subject only to the express restrictions, limitations and
directions of other provisions of the Plan, the Administrator shall have sole,
absolute and full authority and power: (a) to interpret the Plan; (b) to
establish, amend and rescind rules and regulations relating to the Plan; and (c)
to do such other things and make such other determinations, decisions and
interpretations as he deems necessary or advisable to carry out the purposes of
the Plan and its orderly administration. All actions, determinations, decisions
and interpretations taken and made by the Administrator shall be final and
conclusively binding on all persons whomsoever.
<PAGE>
5. Stock Subject to the Plan. The aggregate number of shares of Common Stock
which may be purchased by exercise of Options shall not exceed 675,000 (100,000
shares, as adjusted to date pursuant to Section 7), subject to adjustment as
provided in Section 7. Accordingly, at any one time the total of the number of
shares of Common Stock subject to outstanding Options and the number of shares
of Common Stock purchased by exercise of Options shall not exceed 675,000,
subject to such adjustment. If any Option expires or terminates without having
been exercised in full, the unpurchased shares which were subject thereto,
unless the term of the Plan has expired or it has been terminated, shall become
available for grant of other Options. Shares purchased by exercise of Options
may be authorized but unissued shares or issued shares held in treasury.
6. Grant of Options. Each Eligible Director shall receive an automatic Option
grant on the date of the first meeting of the Board following each annual
meeting of Stockholders of the Company. Beginning with the Board meeting
following the February 11, 1997 annual meeting of Stockholders of the Company,
the annual Option granted to each Eligible Director shall be for 12,000 shares
of Common Stock. No Option shall be granted as provided for herein if the number
of shares of Common Stock then remaining available for grant is insufficient for
full grant of all Options to be granted on that date pursuant to the provisions
of Section 5 and this Section 6.
7. Adjustment Provisions. In the event of any stock dividend, stock split,
combination of shares or other change in respect of the Common Stock, (i) the
aggregate number of shares of Common Stock then remaining available for grant of
Options under the Plan and the number of shares of Common Stock then subject to
each outstanding Option shall be adjusted in proportion to such change in issued
shares, and (ii) the option price under each then outstanding Option shall be
adjusted so that the total consideration payable to the Company upon exercise of
such Option shall not be changed by reason of such change in the Common Stock.
Notwithstanding the preceding sentence, the number of Option shares to be
granted in any year to each Eligible Director shall be 12,000, and shall not be
adjusted in accordance with this Section 7.
8. Term of Plan. The Plan shall remain in effect until terminated in
accordance with the provisions of Section 15.
9. Option Price Under an Option. The option price for each share of Common
Stock subject to an Option shall be 100% of its Market Value determined as of
the date of its grant.
10. Exercise of Options. No Option shall be exercisable during the first 12
months from and including its date of grant or later than 10 years from its date
of grant. On the date of each annual meeting of Stockholders following the grant
of an Option, such Option shall become exercisable for 20% of the shares of
Common Stock covered thereby, until the fifth annual meeting of Stockholders
following the grant of the Option, at which time such Option shall become fully
exercisable. The privilege shall be cumulative and, to the extent exercisable at
any time, shall be exercisable in whole or in part.
In the event of a tender offer or of an exchange offer (other than one
made by the Company) for shares of Common Stock, all unexercised Options granted
under the Plan shall, whether or not then exercisable, become exercisable during
the 30-day period following the first purchase of shares of Common Stock
pursuant to such tender offer or exchange offer, but not beyond the Option
expiration date.
<PAGE>
An Option shall be exercised by written notice thereof given by the
person entitled to exercise such Option to the Administrator. Said notice shall
state the date of grant of the Option, the number of shares of Common Stock
subject thereto and the number of shares of Common Stock with respect to which
the Option is exercised. No such notice which is inconsistent with any provision
of the option agreement or the Plan shall be effective. No such notice shall be
effective unless and until the Company, in the person of the Administrator, is
in receipt of full payment of the option price for the shares of Common Stock in
respect of which the Option is exercised. No right (including, without
limitation, the right to any dividend or to vote) with respect to such shares of
Common Stock shall accrue until after the date of the stock certificate
representing such shares.
Payment of the option price may be made in cash, by delivery of whole
shares of Common Stock equivalent in Market Value to the option price on the
date that the written notice of exercise is delivered by the Optionee or partly
in cash and partly in whole shares of Common Stock.
11. Nontransferability. An Option may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or
under the laws of descent and distribution. An Option may be exercised, during
the lifetime of the Optionee, only by such Optionee.
12. Termination of Directorship. If an Optionee ceases to be a director of the
Company for any reason other than his death, each Option then held by him shall
be exercisable by him within a period of five years following the date he ceased
to be a director. The Option will continue to vest within such five-year period
as if the Optionee had continued to be a director. In the event the Optionee
dies during such five-year period, each Option then held by him shall be
exercisable by the legal representative of his estate, or by the person taking
under him by will or under the laws of descent and distribution, within the time
remaining in the five-year period or within a period of 12 months following the
date of death, whichever is longer, but only to the extent that such Option was
exercisable by the Optionee immediately prior to his death. In the event an
Optionee ceases to be a director by reason of his death, each Option then held
by him shall be exercisable by the legal representative of his estate, or by the
person taking under him by will or under the laws of descent and distribution,
within a period of 12 months following the date of death but only to the extent
that such Option was exercisable by the Optionee immediately prior to his death.
13. Option Agreements. Each Option shall be evidenced by a written option
agreement signed by the Optionee and, on behalf of the company, by the
Administrator. The form of the option agreement shall be as provided by the
Administrator. Each option agreement by its own express terms shall set forth:
(i) the name of the Optionee, (ii) the date of the grant of the Option, (iii)
the number of shares of Common Stock subject thereto, and (iv) the option price
per share of Common Stock. Each option agreement shall otherwise set forth the
provisions of the Plan or incorporate the same therein by reference.
<PAGE>
14. Conditions Upon Issuance of Shares. The Company shall have no obligation to
sell, issue or deliver any shares of Common Stock pursuant to any Option or the
exercise thereof if, in the opinion of counsel for the Company, the sale,
issuance or delivery of such shares of Common Stock would be in violation of any
provision of the Securities Act of 1933, as amended, or the Securities and
Exchange Act of 1934, as amended; any regulation or rule promulgated under
either of said acts; any regulation, rule or requirement of any stock exchange
upon which shares of Common Stock may then be listed; or any other law,
regulation, rule or requirement whatever which, in the opinion of said counsel,
may be applicable. In such circumstances, the Company shall be without liability
for the non-sale, non-issuance and non-delivery of such shares, except for the
return of any payment of the option price for such shares made by the Optionee,
or any person standing in his stead, to the Company. Without assumption of or
exposure to liability for failure of accomplishment of the purpose, the Company
nonetheless commits itself to a standard of reasonable care and effort for the
avoidance or cure of any obstacle to the sale, issuance and delivery of shares
hereunder. As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant in writing at the
time of such exercise that the shares of Common Stock are being purchased only
for investment and without any present intention to sell or distribute such
shares, and may require that shares delivered upon exercise of an Option bear an
appropriate restrictive legend.
15. Suspension, Termination, Modification, and Amendment. Subject to the last
sentence of this Section 15, the Board shall have the power to suspend,
terminate, revise or amend the Plan, provided that suspension, termination,
revision or amendment shall be without effect on any Option previously granted
and then outstanding; and further provided that, except with the approval of
Stockholders, the Board may not increase the maximum number of shares of Common
Stock subject to the Plan (except with respect to adjustments under Section 7);
change any provision as to the class of persons to whom Options may be granted
or the number of shares for which Options are to be granted to any person;
reduce the minimum option price for an Option below 100% of the Market Value of
the Common Stock subject thereto on the date of grant; increase the period for
exercising any Option beyond ten years from the date of grant; or change
provisions relating to the exercise of Options set forth in Section 10.
Notwithstanding anything to the contrary in this Section 15, the terms of this
Plan may not be amended more than once every six months, other than to comport
with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act of 1974, or the rules thereunder.
EXHIBIT 11
ANDREW CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31 March 31
1997 1996 1997 1996
------------------ ------------------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Average shares outstanding 91,030 90,150 90,875 90,127
Net effect of dilutive stock options--
based on the treasury stock method
using average market price 1,289 1,236 1,262 1,163
-------- -------- -------- --------
TOTAL 92,319 91,386 92,137 91,290
======== ======== ======== ========
Net income $ 25,512 $ 18,292 $ 49,852 $ 35,203
======== ======== ======== ========
Per share amount $ 0.28 $ 0.20 $ 0.54 $ 0.39
======== ======== ======== ========
FULLY DILUTED EARNINGS PER SHARE
Average shares outstanding 91,030 90,150 90,875 90,127
Net effect of dilutive stock options--
based on the treasury method
using the greater of ending or
average market price 1,289 1,535 1,262 1,535
-------- -------- -------- --------
TOTAL 92,319 91,685 92,137 91,662
======== ======== ======== ========
Net income $ 25,512 $ 18,292 $ 49,852 $ 35,203
======== ======== ======== ========
Per share amount $ 0.28 $ 0.20 $ 0.54 $ 0.38
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 90,903
<SECURITIES> 0
<RECEIVABLES> 178,571
<ALLOWANCES> 4,402
<INVENTORY> 176,874
<CURRENT-ASSETS> 450,846
<PP&E> 354,425
<DEPRECIATION> 216,066
<TOTAL-ASSETS> 688,051
<CURRENT-LIABILITIES> 122,503
<BONDS> 40,273
0
0
<COMMON> 1,027
<OTHER-SE> 510,107
<TOTAL-LIABILITY-AND-EQUITY> 688,051
<SALES> 439,886
<TOTAL-REVENUES> 439,886
<CGS> 264,781
<TOTAL-COSTS> 264,781
<OTHER-EXPENSES> 99,595
<LOSS-PROVISION> 484
<INTEREST-EXPENSE> 2,783
<INCOME-PRETAX> 76,696
<INCOME-TAX> 26,844
<INCOME-CONTINUING> 49,852
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 49,852
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.54
<FN>
All share and per share amounts in this exhibit have been updated to reflect the
three-for-two stock split to stockholders of record on February 25, 1997 payable
March 11, 1997. Prior financial data schedules have not been restated for the
March 11, 1997 stock split.
</FN>
</TABLE>
