<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
FOR THE PERIOD FROM________ TO ____________
COMMISSION FILE NUMBER 001-14617
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF ISSUER NAMED BELOW:
ANDREW PROFIT SHARING PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF
ITS EXECUTIVE OFFICE:
ANDREW CORPORATION
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)
<PAGE>
Financial Statements
and Supplemental Schedules
Andrew Profit Sharing Plan
YEARS ENDED SEPTEMBER 30, 1999 AND 1998
WITH REPORT OF INDEPENDENT AUDITORS
Employer Identification #36-2092797
Plan #001
<PAGE>
Andrew Profit Sharing Plan
Financial Statements
and Supplemental Schedules
Years ended September 30, 1999 and 1998
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors.........................................................................1
Financial Statements
Statements of Net Assets Available for Benefits........................................................3
Statements of Changes in Net Assets Available for Benefits.............................................4
Notes to Financial Statements..........................................................................5
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes............................................11
Line 27d - Schedule of Reportable Transactions........................................................12
</TABLE>
<PAGE>
Report of Independent Auditors
Trustees
Andrew Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of Andrew Profit Sharing Plan as of September 30, 1999 and 1998, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
September 30, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of September 30, 1999, and reportable
transactions for the year then ended, are presented for purposes of additional
analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
1
<PAGE>
The information presented in the Schedule of Assets Held for Investment Purposes
and the Schedule of Reportable Transactions does not disclose the historical
cost of certain investments. Disclosure of this information is required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
Ernst & Young LLP
Chicago, Illinois
March 17, 2000
2
<PAGE>
EIN 36-2092797
Plan #001
Andrew Profit Sharing Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
SEPTEMBER 30
1999 1998
------------------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value $217,873,717 $191,321,446
Receivables:
Andrew Corporation and subsidiaries cash
Contributions 4,017,046 8,147,871
Andrew Corporation and subsidiaries noncash
Contributions 1,593,989 5,815,986
Accrued income - 157,310
------------------------------------------
Total assets 223,484,752 205,442,613
LIABILITIES
Refunds to participants - 1,319,366
------------------------------------------
Net assets available for benefits $223,484,752 $204,123,247
==========================================
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
3
<PAGE>
EIN 36-2092797
Plan #001
Andrew Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
SEPTEMBER 30
1999 1998
----------------------------------------
<S> <C> <C>
ADDITIONS
Contributions:
Andrew Corporation and subsidiaries - cash $ 4,017,046 $ 8,147,871
Andrew Corporation and subsidiaries noncash 1,593,989 5,815,986
Participants 6,876,614 5,402,897
----------------------------------------
12,487,649 19,366,754
Investment income:
Dividend and interest income 11,180,571 8,816,782
Net realized and unrealized appreciation (depreciation)
in fair value of investments 28,615,556 (63,858,435)
----------------------------------------
39,796,127 (55,041,653)
----------------------------------------
52,283,776 (35,674,899)
DEDUCTIONS
Benefits paid to terminated and retired participants (32,813,090) (26,209,429)
Administrative expenses (109,181) (56,471)
----------------------------------------
(32,922,271) (26,265,900)
----------------------------------------
Net increase (decrease) 19,361,505 (61,940,799)
Net assets available for benefit at beginning of year 204,123,247 266,064,046
----------------------------------------
Net assets available for benefits at end of year $223,484,752 $204,123,247
========================================
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
EIN 36-2092797
Plan #001
Andrew Profit Sharing Plan
Notes to Financial Statements
Years ended September 30, 1999 and 1998
1. DESCRIPTION OF THE PLAN
GENERAL
The following description of the Andrew Profit Sharing Plan (the Plan) provides
only general information. Participants should refer to the Plan Agreement for a
more complete description of the Plan's provision.
The Plan is a defined-contribution plan covering certain United States employees
of Andrew Corporation and subsidiaries (the Company). An employee becomes
eligible to participate in the Plan on the first day of the calendar quarter
after completing 514 hours of service. Effective July 1, 1998, an employee
becomes eligible to participate in the Plan after completing 90 days of
continuous service. The Plan was established to afford employees an opportunity
to share in the Company's profits and to save systematically.
CONTRIBUTIONS
The Company's profit-sharing contribution is made from current earnings in
accordance with the Plan agreement and approval by the Board of Directors of the
Company. As of July 1, 1998, 50% of this profit-sharing contribution is
nonparticipant-directed and is allocated to the fixed account portion of the
Andrew Stock Fund (non-cash). The remaining 50% is allocated based on
participant's elections (cash). In addition, the Company matches amounts
contributed by participants subject to limitation by the Plan agreement (see
below).
Each participant's maximum contribution under the Plan is 15% (and not less than
3%) of annual gross earnings unless the participant's annual gross pay exceeds
$80,000 in which case the maximum is limited to 10% of gross pay. Participants
with over two full years of service with the Company who contribute 3% or more
of their gross earnings receive a Company matching contribution also equal to 3%
of their gross earnings.
INVESTMENT OPTIONS
Effective July 1, 1998, participants may elect to contribute to thirteen
investment fund options. There are no restrictions on interfund transfers except
for those involving Andrew Corporation common stock. These transfers are limited
to once per quarter.
5
<PAGE>
Andrew Profit Sharing Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Prior to July 1, 1998, the Plan maintained three funds, The Collective Trust
Fund, the Fidelity Investment Fund, and the Loan Fund. Company and participant
contributions were directed to the Collective Trust Fund. Participants under age
55 could transfer up to 50% of their unencumbered Collective Trust Fund account
balances to the Fidelity Investment Funds (comprised of eight separate funds);
participants over age 55 could transfer 100% of their unencumbered account
balances. The Trustees designated that a participant could make only one
transfer between funds per Plan fiscal year; however, this limitation was
subject to change at the Trustees' discretion. Additionally, each participant
could at any time during the year and as often as desired without limit,
transfer amounts between any combination of the eight available Fidelity
Investment Funds.
INDIVIDUAL PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of: a) the Company's contributions, b) Plan earnings, and c)
forfeited balances of terminated participants' nonvested accounts. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant's account.
PARTICIPANT NOTES RECEIVABLE
A participant may borrow from the Plan at terms deemed appropriate by the
Trustees. Loan amounts may not exceed limitations specified by the Trust
agreement and by the Tax Reform Act of 1986. Generally, loans are repayable
within five years, and a participant's total outstanding loan balance is limited
to the lesser of: (1) 50% of the participant's vested account balance under the
plan, (2) $50,000 reduced by the participant's highest loan balance during the
preceding 12 months, or (3) the portion of the participant's account balance
under the plan that is not invested in the Andrew Stock Fund Fixed Account.
Interest on loans paid to the Plan is allocated to borrowers through the Loan
Fund at rates in effect at the time of the loan. Effective July 1, 1998, a loan
application fee of $50 was put into effect.
PAYMENT OF BENEFITS
Upon the retirement or death of a participant, distribution to the participant
or the participant's beneficiary may be made in a lump sum, in approximate equal
installments over a reasonable period, or by purchase of an annuity contract
from one or more life insurance companies, subject to certain limitations. The
annuity distribution option applies only to that portion of a participant's
account balance attributable to contributions made prior to July 1, 1998.
6
<PAGE>
Andrew Profit Sharing Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants who leave the Company prior to retirement or disability receive the
full amount of their contributions, company matching contributions, and earnings
thereon up to the date on which such resignation or discharge occurs. In
addition, participants receive the entire amount of Company profit-sharing
contributions, earnings thereon, and forfeitures credited to them if the
participants have five or more years of service with the Company. Participants
with less than five years of service receive 20% of the Company contributions,
earnings thereon, and forfeitures credited to them for each year of service. The
reduction resulting from less than five full calendar years' service is defined
as a forfeiture and is subsequently reallocated to the remaining participants in
the Plan as of the next succeeding year-end.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
Investments are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the Plan's fiscal year; securities traded in over-the-counter markets and listed
securities for which no sale was reported on that date are valued at the last
reported bid price. Investments in mutual funds are stated at fair value, using
quoted market prices of underlying investments. Loans to participants are stated
at their outstanding principal amount, which approximates fair value.
ADMINISTRATIVE EXPENSES
All costs and expenses incurred with regard to independent fund managers and
purchase and sale of investments are borne by the Plan. Administrative and
general expenses, principally payroll costs of Plan administration, are borne by
the Company.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
7
<PAGE>
Andrew Profit Sharing Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATION
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
RELATED PARTY TRANSACTION
On June 30, 1998, the Company purchased from the Plan 1,664,826 shares of Andrew
Corporation common stock at the June 30, 1998, average high/low price per share
of $18.344 per share, totaling $30,539,568.
3. INVESTMENTS
The Plan's investments (including investments bought, sold, and held during the
fiscal year) appreciated (depreciated) in fair value in 1999 and 1998, as
follows:
<TABLE>
<CAPTION>
NET REALIZED AND UNREALIZED
APPRECIATION (DEPRECIATION)
IN FAIR VALUE DURING YEAR
-----------------------------
<S> <C>
Year ended September 30, 1999:
Andrew Corporation common stock* $ 13,427,800
Mutual Funds 15,187,756
-----------------------------
$ 28,615,556
=============================
Year ended September 30, 1998:
Andrew Corporation common stock* $(55,391,104)
Mutual Funds (8,467,331)
-----------------------------
$(63,858,435)
=============================
</TABLE>
*A portion of which is nonparticipant directed.
8
<PAGE>
Andrew Profit Sharing Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
1999 1998
----------------------------------------
<S> <C> <C>
Andrew Corporation common stock* $59,330,629 $42,450,012
Fidelity Magellan Fund 19,298,743 13,616,685
American Century Income & Growth Fund 26,722,235 22,128,262
Benham Stable Asset Fund 25,150,777 26,924,834
Barclay's Equity Index Fund - 11,028,770
Vanguard 500 Index Fund 15,639,948 -
</TABLE>
*A portion of which is nonparticipant directed (see Note 4).
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments (Andrew Common
Stock Fixed Account), is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30
1999 1998
-------------------------------------
<S> <C> <C>
Net assets:
Investment in Andrew Corporation common stock $40,460,448 $31,230,087
Andrew Corporation and subsidiaries contribution receivable
1,593,989 5,815,986
-------------------------------------
$42,054,437 $37,046,073
=====================================
<CAPTION>
YEAR ENDED
SEPTEMBER 30
1999
----------------
<S> <C>
Changes in net assets:
Andrew Corporation contributions $1,593,989
Net realized and unrealized (depreciation) in
fair value of investments 9,420,035
Benefits paid (3,622,648)
Interfund transfers (2,383,012)
-----------------
$5,008,364
=================
</TABLE>
9
<PAGE>
Andrew Profit Sharing Plan
Notes to Financial Statements (continued)
4. NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 1998
---------------------------------------
ANDREW COMMON STOCK COLLECTIVE
FUND FIXED ACCOUNT TRUST FUND*
---------------------------------------
<S> <C> <C>
Changes in net assets:
Andrew Corporation contributions $ 5,815,986 $ -
Participant contributions - 5,030,313
Dividend and interest income - 2,762,807
Net realized and unrealized depreciation in
fair value of investments (11,493,158) (40,006,634)
Benefits paid (729,213) (16,431,473)
Administrative expenses - (35,101)
Interfund transfers 43,452,458 (160,243,875)
---------------------------------------
$37,046,073 $(208,923,963)
=======================================
</TABLE>
*Comprised of Andrew Corporation common stock, common trust funds, and money
market funds. The Fund was eliminated July 1, 1998.
5. PLAN TERMINATION
The Company has the right to amend or alter the Plan or discontinue it by giving
written notice of intention to do so to the Trustees prior to the last day of
the Plan year for which such discontinuance becomes effective. In the event of
Plan termination, participants will become 100% vested in their accounts.
6. INCOME TAX STATUS
The Internal Revenue Service ruled on December 29, 1995, that the Plan qualifies
under section 401(a) of the IRC, and, therefore, the related trust is not
subject to tax under present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The plan administrator is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified status.
7. SUBSEQUENT EVENTS
Effective October 1, 1999, the Passive Power Products 401(k) Plan was merged
into the Plan. Effective April 1, 2000, the Andrew Corporation Wireless Products
Group 401(k) Plan will merge into the Plan.
10
<PAGE>
Supplemental Schedules
<PAGE>
EIN 36-2092797
Plan #001
Andrew Profit Sharing Plan
Line 27a - Schedule of Assets Held for Investment Purposes
September 30, 1999
<TABLE>
<CAPTION>
NUMBER OF CURRENT
IDENTITY OF ISSUE SHARES COST VALUE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK
ANDREW CORPORATION*
Fixed - Nonparticipant directed 2,328,658 ** $ 40,460,448
Trading - Participant directed 1,076,964 ** 18,870,181
-----------------
59,330,629
FIDELITY INVESTMENT FUNDS*
Puritan Fund 388,952 $ 7,973,089 7,238,404
Magellan Fund 158,160 17,999,991 19,298,743
Equity Income Fund 170,339 9,634,518 9,544,149
PIMCO FUNDS
Total Return Fund 679,943 7,247,939 6,840,236
Mid Cap Growth Fund 400,174 9,421,084 8,439,677
AMERICAN CENTURY INVESTMENT FUNDS*
Equity Income Fund 1,593,108 10,823,921 9,956,924
International Growth Fund 549,923 5,552,832 5,845,692
Income & Growth Fund 891,038 25,491,076 26,722,235
SEI TRUST
Benham Stable Asset Fund 25,150,777 25,150,777 25,150,777
J.P. MORGAN FUNDS
Diversified Fund 501,412 7,629,537 7,982,488
U.S. Small Company Fund 192,652 4,884,957 4,492,652
VANGUARD
500 Index Fund 131,927 16,913,955 15,639,948
LOANS TO PARTICIPANTS Varying maturities with
interest rates ranging
from 6% to 13% - 11,391,163
-----------------
Total investments $217,873,717
=================
</TABLE>
*INDICATES PARTY IN INTEREST TO THE PLAN.
**HISTORICAL COST INFORMATION IS NOT AVAILABLE.
11
<PAGE>
EIN 36-2092797
Plan #001
Andrew Profit Sharing Plan
Line 27d - Schedule of Reportable Transactions
Year ended September 30, 1999
<TABLE>
<CAPTION>
PURCHASE SELLING COST
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE OF ASSET
- ------------------------------------------------------------------------------------------------------------------------------
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Vanguard Group Vanguard 500 Index Fund $16,598,659 $ $16,598,659
-
Barclay's Global Investors Equity Index Fund - 16,589,973 13,780,935
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Andrew Corporation Andrew Corporation Common Stock 6,716,120 - 6,716,120
- 8,096,380 *
American Century Investments Income & Growth Fund 6,818,503 - 6,818,503
- 6,985,029 6,561,153
International Growth Fund 13,386,059 - 13,386,059
- 14,260,596 14,063,688
Vanguard Group Vanguard 500 Index Fund 18,640,082 - 18,640,082
- 1,670,507 1,726,204
Barclays Global Investors Equity Index Fund 3,539,642 - 3,539,642
- 18,946,933 15,915,290
Fidelity Investment Funds Magellan Fund 8,498,005 - 8,498,005
- 6,338,519 5,714,237
SEI Trust Benham Stable Asset Fund 27,139,885 - 27,139,885
- 28,918,246 28,918,246
<CAPTION>
CURRENT VALUE
OF ASSET ON
TRANSACTION DATE NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS GAIN (LOSS)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CATEGORY (i) - INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Vanguard Group Vanguard 500 Index Fund $16,598,659 $ -
Barclay's Global Investors Equity Index Fund 16,589,973 2,809,038
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Andrew Corporation Andrew Corporation Common Stock 6,716,120 -
8,096,380 *
American Century Investments Income & Growth Fund 6,818,503 -
6,985,029 423,876
International Growth Fund 13,386,059 -
14,260,596 196,908
Vanguard Group Vanguard 500 Index Fund 18,640,082 -
1,670,507 (55,697)
Barclays Global Investors Equity Index Fund 3,539,642 -
18,946,933 3,031,643
Fidelity Investment Funds Magellan Fund 8,498,005 -
6,388,519 624,282
SEI Trust Benham Stable Asset Fund 27,139,885 -
28,918,246 -
</TABLE>
There were no category (ii) or (iv) transactions during the year ended September
30, 1999.
*HISTORICAL COST INFORMATION IS NOT AVAILABLE.
12
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 333-57273) pertaining to the Andrew Profit Sharing Plan of
Andrew Corp. of our report dated March 17, 2000, with respect to the financial
statements and schedules of the Andrew Profit Sharing Plan included in this
Annual Report (Form 11-K) for the year ended September 30, 1999.
Ernst & Young LLP
Chicago, Illinois
March 27, 2000
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee, which administers the Plan, has duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
ANDREW PROFIT SHARING PLAN
By: /s/ Charles R. Nicholas
--------------------------------
Charles R. Nicholas
Executive Vice President
And Chief Financial
Officer (Principal Financial Officer)
Date: March 27, 2000
