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 December 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--88,484,167 shares as of February 2, 1997
<PAGE>
INDEX
ANDREW CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets--December 31, 1997 and September
30, 1997.
Consolidated statements of income--Three months ended December
31, 1997 and 1996.
Consolidated statements of cash flows--Three months ended
December 31, 1997 and 1996.
Notes to consolidated financial statements--December 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
Exhibits
10.(A)C(I) Executive Severance Benefit Package with Robert J. Hudzik
10.(A)C(II) Executive Severance Benefit Package with Debra B. Huttenburg
27.1 Financial Data Schedule - December 31, 1997
27.2 Restated Financial Data Schedule - December 31, 1996
SIGNATURES
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
December 31 September 30
1997 1997
-------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 93,748 $ 93,823
Accounts receivable, less allowances
(Dec. $3,487; Sep. $2,754) 179,685 185,752
Inventories
Finished products 50,109 57,458
Materials and work in process 111,765 109,432
------------- -------------
161,874 166,890
Assets related to discontinued
operations, less allowances 3,968 4,811
Miscellaneous current assets 9,241 8,538
------------- -------------
TOTAL CURRENT ASSETS 448,516 459,814
------------- -------------
OTHER ASSETS
Cost in excess of net assets of
businesses acquired, less
accumulated amortization
(Dec. $9,129; Sep. $8,742) 24,339 24,726
Investments in and advances to affiliates 44,131 55,628
Investments and other assets 14,637 13,396
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 15,160 11,646
Buildings 68,860 72,884
Equipment 279,365 275,015
Allowances for depreciation (224,088) (221,955)
------------- -------------
139,297 137,590
------------- -------------
TOTAL ASSETS $ 670,920 $ 691,154
============= =============
<FN>
The balance sheet at September 30, 1997 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 SHEETS
(In thousands, except share amounts)
(Continued)
<CAPTION>
December 31 September 30
1997 1997
------------- -------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 10,528 $ 14,319
Accounts payable 30,226 37,237
Accrued expenses and other liabilities 22,699 18,978
Compensation and related expenses 17,389 29,312
Income taxes 19,167 16,430
Restructuring reserve 3,799 2,036
Liabilities related to discontinued operations 3,220 3,637
Current portion of long-term debt 5,065 5,144
------------- -------------
TOTAL CURRENT LIABILITIES 112,093 127,093
------------- -------------
DEFERRED LIABILITIES 10,608 10,239
LONG-TERM DEBT, less current portion 41,881 35,693
MINORITY INTEREST 6,020 9,006
STOCKHOLDERS' EQUITY
Common stock (par value, $.01 a share:
400,000,000 shares authorized; 102,718,210
shares issued, including treasury) 1,027 1,027
Additional paid-in capital 51,849 51,810
Foreign currency translation (9,589) (4,532)
Retained earnings 575,590 547,256
Treasury stock, at cost (14,319,337 shares
in Dec.; 13,060,876 shares in Sep.) (118,559) (86,438)
------------- -------------
500,318 509,123
------------- -------------
TOTAL LIABILITIES AND EQUITY $ 670,920 $ 691,154
============= =============
<FN>
The balance sheet at September 30, 1997 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)
(In thousands, except per share amounts)
<CAPTION>
Three Months Ended
December 31
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
SALES $ 231,136 $ 225,715
Cost of products sold 141,539 138,229
------------ ------------
GROSS PROFIT 89,597 87,486
OPERATING EXPENSES
Research and development 7,071 8,953
Sales and administrative 38,437 38,712
------------ ------------
45,508 47,665
------------ ------------
OPERATING INCOME 44,089 39,821
OTHER
Interest expense 1,614 1,259
Interest income (1,073) (694)
Other expense (income) 616 (77)
------------ ------------
1,157 488
------------ ------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 42,932 39,333
Income taxes 14,598 13,766
------------ ------------
INCOME FROM CONTINUING OPERATIONS 28,334 25,567
DISCONTINUED OPERATIONS
Loss from operations of Network Products
Business, net of applicable tax benefit 0 1,227
------------ ------------
NET INCOME $ 28,334 $ 24,340
============ ============
BASIC AND DILUTED EARNINGS PER SHARE
Continuing Operations $ .32 $ .28
============ ============
Net Income $ .32 $ .27
============ ============
AVERAGE SHARES OUTSTANDING
Basic 89,187 90,723
============ ============
Diluted 89,719 91,570
============ ============
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
ANDREW CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars In thousands)
<CAPTION>
Three Months Ended
December 31
-----------------------------
1997 1996
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net Income $ 28,334 $ 24,340
ADJUSTMENTS TO NET INCOME
Restructuring costs (232) 0
Depreciation and amortization 8,642 9,304
Decrease in accounts receivable 4,723 11,692
Decrease (Increase) in inventories 5,194 (820)
Increase in miscellaneous current and
other assets (1,916) (2,501)
Increase in receivables from affiliates 0 (145)
Decrease in accounts payable and
other liabilities (8,888) (1,788)
Other 12 95
------------- ------------
NET CASH FROM OPERATIONS 35,869 40,177
INVESTING ACTIVITIES
Capital expenditures (12,505) (11,519)
Acquisition of businesses, net of cash acquired (3,000) 0
Investment in and advances to affiliates 11,497 (1,434)
Proceeds from sale of property, plant
and equipment 92 118
------------- ------------
NET CASH USED FOR INVESTING ACTIVITIES (3,916) (12,835)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 6,131 0
Short-term borrowings (payments) - net (3,546) 2,807
Purchases of treasury stock (32,463) 0
Stock purchase and option plans 380 2,714
------------- ------------
NET CASH (USED FOR) FROM FINANCING ACTIVITIES (29,498) 5,521
Effect of exchange rate changes on cash (2,530) 623
------------- ------------
TOTAL (DECREASE) INCREASE FOR THE PERIOD (75) 33,486
Cash and Equivalents at Beginning of Period 93,823 31,295
------------- ------------
CASH AND EQUIVALENTS AT END OF PERIOD $ 93,748 $ 64,781
============= ============
<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 December 31,
1997 are not necessarily indicative of the results that may be expected for the
year ending September 30, 1998. 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, 1997.
NOTE B--EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Statement 128
replaces the computation of primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per share, basic
earnings per share, excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. The company adopted
Statement 128 in the first quarter of fiscal year 1998. All share and per share
amounts have been presented, and where necessary, restated to conform with the
requirements of Statement 128.
<PAGE>
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended
December 31
-------- -- --------
1997 1996
-------- --------
<S> <C> <C>
(In thousands, except per share amounts)
BASIC EARNINGS PER SHARE
Numerator:
Numerator for income from continuing operations
per share 28,334 25,567
Numerator for net income per share 28,334 24,340
Denominator:
Weighted average shares outstanding 89,187 90,723
======= =======
Income from continuing operations per share - basic $0.32 $0.28
======= =======
Net income per share - basic $0.32 $0.27
======= =======
DILUTED EARNINGS PER SHARE
Numerator:
Numerator for income from continuing operations
per share 28,334 25,567
Numerator for net income per share 28,334 24,340
Denominator:
Weighted average shares outstanding 89,187 90,723
Effect of dilutive securities:
Stock options 532 847
======= =======
89,719 91,570
======= =======
Income from continuing operations per share - diluted $0.32 $0.28
======= =======
Net income per share - diluted $0.32 $0.27
======= =======
</TABLE>
Options to purchase 706,000 shares of common stock, at prices ranging from
$27.19 - $38.17 per share, were not included in the December 1997 computation of
diluted earnings per share, because the option's exercise price was greater than
the average market price of the common shares. Options to purchase 478,000
shares of common stock at a price of $38.17 per share were not included in the
December 1996 diluted earnings per share calculation since the option's exercise
price was higher than the average market price of the common shares.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the quarter ended December 31, 1997 were $231.1 million, an increase
of 2% over the very strong first quarter of fiscal year 1997. International
wireless infrastructure sales growth, specifically in the Asia-Pacific and Latin
America markets, offset the slight sales decline in the U.S. wireless
infrastructure market. Sales to the common carrier and private microwave market
and land mobile radio market also increased over the same period last fiscal
year. Sales growth in these markets was partially offset by significant declines
in the wireless accessories market and a slight overall decline in the broadcast
and government market. From a product standpoint, increases in coaxial cable
sales helped compensate the overall decline in wireless telephone accessories
compared to the first quarter of fiscal year 1997. An issue that many
international companies are facing is the effect of the volatile Asia-Pacific
economies on operating results. Thus far, we have not been adversely affected by
these economic issues. At this point in time, we do not anticipate that such
volatility will cause any severe impact on our overall fiscal year 1998
expectations.
Cost of products sold, as a percentage of sales, remained stable at 61.2%
compared to the same period last fiscal year. A favorable product mix,
consisting of mainly higher coaxial cable sales and lower wireless accessories
sales, offset increased competitive price pressure keeping cost of goods sold,
as a percentage of sales, unchanged.
As a percentage of sales, operating expenses decreased 1.4% to 19.7%, compared
to the first quarter of fiscal year 1997. Research and development expenses, as
a percentage of sales, for the quarter ended December 31, 1997 decreased to 3.1%
compared to 4.0% for the same period last fiscal year. The decrease is due
primarily to the elimination of the company's fiber optic sensors and global
messaging development activities. Sales and administrative expenses, as a
percentage of sales, decreased to 16.6% compared to 17.2% for the first quarter
of fiscal year 1997.
Net interest expense remained relatively unchanged compared to the first quarter
of fiscal year 1997. Other expense increased slightly during the quarter mainly
due to foreign exchange losses.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of fiscal year 1998, the company's cash and cash
equivalents remained relatively stable compared to the end of fiscal year 1997.
The company generated $35.9 million in cash from its operations, principally
from earnings of $28.3 million, which include non-cash charges of $8.4 million.
Accounts receivable collections generated $4.7 million in cash during the first
quarter of fiscal year 1998. Days sales in billed receivables for the quarter
remained steady at 67 days compared to fiscal 1997 year end. Inventory movement
accounted for a $5.2 million inflow of cash for the quarter ended December 31,
1997. During the quarter, the company's inventory turnover ratio increased to
3.5 times compared to 3.3 times at September 30, 1997. These inflows were
partially offset by payments of $8.9 million for accounts payable and other
current liabilities.
<PAGE>
Net cash used in investing activities was $3.9 million for the quarter ended
December 31, 1997. During the first three months of fiscal year 1998, the
company invested $12.5 million in property, plant and equipment, of which $3.6
million was spent on its facility in China. Also, the company's Russian joint
ventures began receiving outside financing under Andrew Corporation's line of
credit with Bank of America. This allowed the ventures to remit $11.5 million in
funds to the company. The company expects to receive an additional $10 to $15
million in funds from the joint ventures over the next three to six months. In
addition, Andrew Corporation increased its ownership interest in its Brazilian
operations to 70% for $3.0 million.
Net cash used in financing activities was $29.5 million for the first three
months of fiscal year 1998. During this period, the company repurchased
1,305,000 shares of its common stock for $32.5 million. Since the May 1997
authorization to buyback up to 5,000,000 shares of its common stock, the
company has repurchased 2,850,000 shares at a total cost of $74.1 million.
During the first quarter of fiscal year 1998, the company's operations in
Brazil borrowed $6.1 million in long-term debt, at a weighted average interest
rate of 12%, to pay off a portion of its outstanding line of credit with
ABN-AMRO. During fiscal year 1997, the ABN-AMRO line of credit, used only for
local currency borrowings in Brazil, had a weighted average interest rate
of 22%.
YEAR 2000
In 1994, the company instituted a program to routinely review and upgrade its
computer hardware and software to both improve operations and comply with the
year 2000 issue. The company is currently in the process of upgrading several of
its business systems, which will be completed by December 1998. In the event
that these systems are not in place by the year 2000, the company does not
expect any significant disruption in operations. The company does not expect the
costs directly associated with year 2000 compliance will be material to its
financial condition or results of operations. The company, also, does not expect
any significant disruption in operations in the event that any of its suppliers
or customers do not successfully achieve year 2000 compliance.
RISK FACTORS
Statements included in this Form 10-Q 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. Certain factors that could
cause the company's results to differ materially from forecasts or expectations
include, but are not limited to: the impact of competitive products and pricing;
regional economic or political conditions that may impact customers' ability to
purchase our products and services; availability of qualified technical
management, principally in emerging markets and end user demand for wireless
communication products.
<PAGE>
PART II--OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
a) EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
10.(A)C Executive Severance Benefit Plan
(I) Agreement with Robert J. Hudzik
(II) Agreement with Debra B. Huttenburg
27.1 Financial Data Schedule
December 31, 1997
27.2 Restated Financial Data Schedule
December 31, 1996
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 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.
Date February 6, 1998 \s\ F. L. English
---------------------- ------------------
F. L. English
Chairman, President and Chief
Executive Officer
Date February 6, 1998 \s\ C. R. Nicholas
---------------------- ------------------
C. R. Nicholas
Executive Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
10.(A)C Executive Severance Benefit Plan
(I) Agreement with Robert J. Hudzik
(II) Agreement with Debra B. Huttenburg
27.1 Financial Data Schedule
December 31, 1997
27.2 Restated Financial Data Schedule
December 31, 1996
</TABLE>
EXHIBIT 10.(A)C(I)
ANDREW CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT
THIS AGREEMENT made as of 1 December 1997, between Andrew Corporation,
a Delaware corporation (the "Company"), and Robert J. Hudzik (the "Executive").
W I T N E S S E T H:
1. Participation. The Executive has been designated as a participant
in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by the
Compensation Committee of the Board of Directors of the Company.
2. Plan Benefits. The Executive agrees to be bound by the provisions of
the Plan, including those provisions which relate to his eligibility to receive
benefits and to the conditions affecting the form, manner, time and terms of
benefit payments under the Plan, as applicable. The Executive understands and
acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan
in order to eliminate any "excess parachute payments" as defined under Section
4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect
to receive his Plan benefits in installment payments, as provided under Section
9 of the Plan, by signing the statement included on page three of this
Agreement. The Executive may make an election to receive installment payments,
or may revoke any such election, at any time prior to the date which is ten days
prior to the date on which a Change in Control is deemed to have occurred;
provided that any election subsequent to the execution of this Agreement or any
revocation shall be in writing and shall be subject to the approval of the
Compensation Committee.
3. Federal and State Laws. The Executive shall comply with all federal
and state laws which may be applicable to his participation in this Plan,
including without limitation, his entitlement to, or receipt of, any benefits
under the Plan. If the Executive is subject to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 as amended and in effect at the time of
any Plan benefit payment, he shall comply with the provisions of Section 16(b),
including any applicable exemptions thereto, whether or not such provisions and
exemptions apply to all or any portion of his Plan benefit payments.
<PAGE>
4. Amendment and Termination. The Board of Directors may amend,
modify, suspend or terminate the Plan or this Agreement at any time, subject to
the following:
(a) without the consent of the Executive, no such amendment,
modification, suspension or termination shall reduce or
diminish his right to receive any payment or benefit then
due and payable under the Plan immediately prior to such
amendment, modification, suspension or termination; and
(b) in the event of a Change in Control pursuant to Section 5
of the Plan, no such amendment, modification, suspension
or termination of benefits, and eligibility therefor, will
be effective prior to the expiration of the 48-
consecutive-month period following the date of the Change
in Control.
5. Beneficiary. The Executive hereby designates his primary
beneficiary as Teresa M. Hudzik, who will receive any unpaid benefit payments in
the event of the Executive's death prior to full receipt thereof. In the event
that the primary beneficiary predeceases the Executive, his unpaid benefits
shall be paid to Catherine, Karen and Susan Hudzik as secondary beneficiaries.
If more than one primary or secondary beneficiary has been indicated, each
primary beneficiary or, if none survives, each secondary beneficiary will
receive an equal share of the unpaid benefits unless the Executive indicates
specific percentages next to the beneficiaries' names. Except as required by
applicable law, the Executive's beneficiary or beneficiaries shall not be
entitled to any medical, life or other insurance-type welfare benefits.
6. Arbitration. The Executive agrees to be bound by any determination
rendered by arbitrators pursuant to Section 11 of the Plan.
7. Employment Rights. The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment of
the Company or to give the Executive any benefits not specifically provided by
the Plan.
IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to
be executed and the Executive has executed this Agreement, both as of the day
and year first above written.
ANDREW CORPORATION
\s\ Robert J. Hudzik By:\s\ F. L. English
- ----------------------------- -------------------------------
Robert J. Hudzik F. L. English
Vice President Chairman, President and
Business Development Chief Executive Officer
<PAGE>
ELECTION OF INSTALLMENTS
I hereby elect to receive my Plan benefits in installment payments
pursuant to the terms of Section 9 of the Plan.
\s\ Robert J. Hudzik
-----------------------------------------
Robert J. Hudzik
EXHIBIT 10.(A)C(II)
ANDREW CORPORATION
EXECUTIVE SEVERANCE BENEFIT PLAN AGREEMENT
THIS AGREEMENT made as of 1 December 1997, between Andrew Corporation,
a Delaware corporation (the "Company"), and Debra B. Huttenburg (the
"Executive").
W I T N E S S E T H:
1. Participation. The Executive has been designated as a participant
in the Andrew Corporation Executive Severance Benefit Plan (the "Plan") by the
Compensation Committee of the Board of Directors of the Company.
2. Plan Benefits. The Executive agrees to be bound by the provisions of
the Plan, including those provisions which relate to his eligibility to receive
benefits and to the conditions affecting the form, manner, time and terms of
benefit payments under the Plan, as applicable. The Executive understands and
acknowledges that his benefit may be reduced pursuant to Section 10 of the Plan
in order to eliminate any "excess parachute payments" as defined under Section
4999 of the Internal Revenue Code of 1954, as amended. The Executive may elect
to receive his Plan benefits in installment payments, as provided under Section
9 of the Plan, by signing the statement included on page three of this
Agreement. The Executive may make an election to receive installment payments,
or may revoke any such election, at any time prior to the date which is ten days
prior to the date on which a Change in Control is deemed to have occurred;
provided that any election subsequent to the execution of this Agreement or any
revocation shall be in writing and shall be subject to the approval of the
Compensation Committee.
3. Federal and State Laws. The Executive shall comply with all federal
and state laws which may be applicable to his participation in this Plan,
including without limitation, his entitlement to, or receipt of, any benefits
under the Plan. If the Executive is subject to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 as amended and in effect at the time of
any Plan benefit payment, he shall comply with the provisions of Section 16(b),
including any applicable exemptions thereto, whether or not such provisions and
exemptions apply to all or any portion of his Plan benefit payments.
<PAGE>
4. Amendment and Termination. The Board of Directors may amend,
modify, suspend or terminate the Plan or this Agreement at any time, subject to
the following:
(a) without the consent of the Executive, no such amendment,
modification, suspension or termination shall reduce or
diminish his right to receive any payment or benefit then
due and payable under the Plan immediately prior to such
amendment, modification, suspension or termination; and
(b) in the event of a Change in Control pursuant to Section 5
of the Plan, no such amendment, modification, suspension
or termination of benefits, and eligibility therefor, will
be effective prior to the expiration of the 48-
consecutive-month period following the date of the Change
in Control.
5. Beneficiary. The Executive hereby designates his primary
beneficiary as Jerome C. Huttenburg, who will receive any unpaid benefit
payments in the event of the Executive's death prior to full receipt thereof.
In the event that the primary beneficiary predeceases the Executive, his
unpaid benefits shall be paid to Jerome C. Huttenburg as secondary beneficiary.
If more than one primary or secondary beneficiary has been indicated, each
primary beneficiary or, if none survives, each secondary beneficiary will
receive an equal share of the unpaid benefits unless the Executive indicates
specific percentages next to the beneficiaries' names. Except as required by
applicable law, the Executive's beneficiary or beneficiaries shall not be
entitled to any medical, life or other insurance-type welfare benefits.
6. Arbitration. The Executive agrees to be bound by any determination
rendered by arbitrators pursuant to Section 11 of the Plan.
7. Employment Rights. The Plan and this Agreement shall not be
construed to give the Executive the right to be continued in the employment of
the Company or to give the Executive any benefits not specifically provided by
the Plan.
IN WITNESS WHEREOF, Andrew Corporation has caused this Agreement to
be executed and the Executive has executed this Agreement, both as of the day
and year first above written.
ANDREW CORPORATION
\s\ Debra B. Huttenburg By:\s\ F. L. English
- ----------------------------- ------------------------------
Debra B. Huttenburg F. L. English
Group President Chairman, President and
Antenna Systems Chief Executive Officer
<PAGE>
ELECTION OF INSTALLMENTS
I hereby elect to receive my Plan benefits in installment payments
pursuant to the terms of Section 9 of the Plan.
\s\ Debra B. Huttenburg
-----------------------------------------
Debra B. Huttenburg
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 93,748
<SECURITIES> 0
<RECEIVABLES> 183,172
<ALLOWANCES> 3,487
<INVENTORY> 161,874
<CURRENT-ASSETS> 448,516
<PP&E> 363,385
<DEPRECIATION> 224,088
<TOTAL-ASSETS> 670,920
<CURRENT-LIABILITIES> 112,093
<BONDS> 41,881
0
0
<COMMON> 1,027
<OTHER-SE> 499,291
<TOTAL-LIABILITY-AND-EQUITY> 670,920
<SALES> 231,136
<TOTAL-REVENUES> 231,136
<CGS> 141,539
<TOTAL-COSTS> 141,539
<OTHER-EXPENSES> 45,508
<LOSS-PROVISION> 166
<INTEREST-EXPENSE> 1,614
<INCOME-PRETAX> 42,932
<INCOME-TAX> 14,598
<INCOME-CONTINUING> 28,334
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,334
<EPS-PRIMARY> 0.32
<EPS-DILUTED> 0.32
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 64,781
<SECURITIES> 0
<RECEIVABLES> 190,123
<ALLOWANCES> 4,008
<INVENTORY> 169,098
<CURRENT-ASSETS> 429,093
<PP&E> 346,650
<DEPRECIATION> 209,808
<TOTAL-ASSETS> 663,018
<CURRENT-LIABILITIES> 119,982
<BONDS> 40,377
0
0
<COMMON> 685
<OTHER-SE> 484,427
<TOTAL-LIABILITY-AND-EQUITY> 663,018
<SALES> 225,715
<TOTAL-REVENUES> 225,715
<CGS> 138,229
<TOTAL-COSTS> 138,229
<OTHER-EXPENSES> 47,665
<LOSS-PROVISION> 191
<INTEREST-EXPENSE> 1,259
<INCOME-PRETAX> 39,333
<INCOME-TAX> 13,766
<INCOME-CONTINUING> 25,567
<DISCONTINUED> 1,227
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,340
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.27
<FN>
All amounts in this exhibit have been restated to reflect the disposal of the
company's network products business, as well as a three-for-two stock split for
stockholders of record on February 25, 1997.
</FN>
</TABLE>
