SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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 1-6016
ALLEN TELECOM INC.
(formerly The Allen Group Inc.)
(Exact name of registrant as specified in its charter)
Delaware 38-0290950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 765-
5818
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned thereunto duly
authorized.
ALLEN TELECOM INC.
(Registrant)
Dated: April 29, 1997 By: _/s/ McDara P. Folan, III____
McDara P. Folan, III
Vice President, Secretary and
General Counsel
Page 1 of 39 pages.
Exhibit Index is located on page 6.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a)(1) Financial Statements of the Registrant
The Consolidated Financial Statements of the Registrant listed
below, together with the Report of Independent Accountants,
dated February 17, 1997, are incorporated herein by reference
to pages 12 to 27 of the Registrant's 1996 Annual Report to
Stockholders, a copy of which is filed as Exhibit 13 to this
Report.
Consolidated Statements of Income for the Years Ended
December 31, 1996, 1995 and 1994
Consolidated Balance Sheets at December 31, 1996 and
1995
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) Financial Statement Schedules
The following additional information should be read in
conjunction with the Consolidated Financial Statements of the
Registrant described in Item 14(a)(1) above:
Financial Statement Schedules of the Registrant
Report of Independent Accountants, on page 4 of this
Report, relating to the financial statement schedule
Valuation and Qualifying Accounts Schedule, on page 5
of this Report
Schedules other than the schedule listed above are omitted
because they are not required or are not applicable, or
because the information is furnished elsewhere in the
financial statements or the notes thereto.
(3) Exhibits*
The information required by this Item relating to Exhibits to
this Report is included in the Exhibit Index on pages 6 to 16
hereof.
(b) Reports on Form 8-K
The Company filed a Form 8-K Current Report dated April 17,
1997, in which it reported under Item 9 - "Sales of Equity
Securities Pursuant to Regulation S," that it had acquired,
through its wholly owned French subsidiary, Allen Telecom
(France), S.A., 62% of the outstanding capital of Telia. The
remaining shares of Telia are subject to put and call options,
which provide for a purchase price based upon future operating
results.
As part of the acquisition, the sellers received a total of
28,375 shares of common stock, par value $1.00 per share, of
Allen Telecom Inc. (the "Shares"), which represented about 20%
of the purchase price. The Shares were issued pursuant to
Regulation S, promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The
remaining purchase price was paid in cash.
*A copy of any of the Exhibits to this Report will be furnished
to persons who request a copy upon the payment of a fee of $.25
per page to cover the Company's duplication and handling
expenses.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Allen Telecom Inc.:
Our report on the consolidated financial statements of Allen
Telecom Inc. has been incorporated by reference in this Annual
Report on Form 10-K from page 27 of the 1996 Annual Report to
Stockholders of Allen Telecom Inc. In connection with our audits
of such financial statements, we have also audited the related
financial statement schedule listed in the Index on page 13 of
this Form 10-K Annual Report.
In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
February 17, 1997
<TABLE>
ALLEN TELECOM INC.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1996
(Amounts in Thousands)
<CAPTION>
Column A Column B Column C Column D Column E
Balance Additions Balance
at Charged to Charged Deductions at End
Beginning Costs and to Other from of
Description of Period Expenses Accounts Reserves Period
<C> <C> <C> <S> <C> <C>
Allowance for doubtful accounts:
1996 $ 1,232 825 - 447(1) $1,610
1995 $ 1,684 592 - 1,044(1)(2) $1,232
1994 $ 1,270 417 - 3(1) $1,684
(1) Represents the write-off of uncollectible accounts, less recoveries.
(2) Includes the elimination of related balances for its Truck Products Business
spun off in 1995.
</TABLE>
EXHIBIT INDEX
Exhibit Numbers Pages
(3) Certificate of Incorporation and By Laws -
(a) Restated Certificate of Incorporation
(filed as Exhibit Number 3(a) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1984
(Commission file number 1-6016) and
incorporated herein by reference)............. -
(b) Certificate of Designations, Powers,
Preferences and Rights of the $1.75
Convertible Exchangeable Preferred Stock,
Series A (filed as Exhibit Number
3(b) to Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1986 (Commission file
number 1-6016) and incorporated
herein by reference).......................... -
(c) Certificate of Amendment of Restated
Certificate of Incorporation (filed as
Exhibit Number 3(c) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission
file number 1-6016) and incorporated
herein by reference) ......................... -
(d) Certificate of Designations, Powers,
Preferences and Rights of the Variable
Rate Preferred Stock, Series A (filed
as Exhibit Number 3(d) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1987 (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(e) Certificate of Designation, Preferences
and Rights of Series B Junior Participating
Preferred Stock (filed as Exhibit Number 3(e)
to Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1987
(Commission file number 1-6016) and
incorporated herein by reference) ............. -
(f) Certificate Eliminating Variable Rate
Preferred Stock, Series A (filed as Exhibit
Number 3(f) to Registrant's Form 10-K
Annual Report for the fiscal year ended
December 31, 1989 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(g) Certificate of Amendment of Restated
Certificate of Incorporation (filed as
Exhibit Number 3(g) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1993 (Commission
file number 1-6016) and incorporated
herein by reference) ......................... -
(h) Certificate Eliminating $1.75 Convertible
Exchangeable Preferred Stock, Series A
(filed as Exhibit Number 3(h) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1993
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(i) Certificate of Ownership and Merger Merging
Allen Telecom Group, Inc. into The Allen
Group Inc. ................................... *
(j) By-Laws, as amended through September 10,
1992 (filed as Exhibit Number 3(g) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1992
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(4) Instruments defining the rights of security holders -
(a) Rights Agreement, dated as of January 7,
1988, between the Registrant and Manufacturers
Hanover Trust Company (filed as Exhibit
Number 4 to Registrant's Form 8-K Current
Report dated January 7, 1988 (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(b) Amended and Restated Credit
Agreement, dated
as of November 11, 1996, among the Registrant,
MARTA Technologies, Inc., the Banks
signatories thereto, and Bank of Montreal,
as agent (filed as Exhibit Number 4 to
Registrant's Form 10-Q Quarterly Report for
the quarterly period ended September 30,
1996 (Commission file number 1-6016) and
incorporated herein by reference.............. -
Additional information concerning Registrant's
long-term debt is set forth in Note 2,
"Financing," of the Notes to Consolidated
Financial Statements on page 17 of
Registrant's 1996 Annual Report to
Stockholders, a copy of which is filed as
Exhibit 13 to this Report. Other than the
Credit Agreement referred to above, no
instrument defining the rights of holders
of such long-term debt relates to securities
having an aggregate principal amount in
excess of 10% of the consolidated assets
of Registrant and its subsidiaries; therefore,
in accordance with paragraph (iii) of Item 4
of Item 601(b) of Regulation S-K, the
other instruments defining the rights of
holders of long-term debt are not filed
herewith. Registrant hereby agrees to
furnish a copy of any such other instrument
to the Securities and Exchange Commission
upon request.
(10) Material contracts (Other than Exhibit 10(a), all
of the exhibits listed as material contracts
hereunder are management contracts or compensatory
plans or arrangements required to be filed as
exhibits to this Report pursuant to Item 14(c)
of this Report.)
(a) Contribution Agreement, dated September 29,
1995, between Registrant and TransPro, Inc.
(filed as Exhibit Number 2.1 to Registrant's
Form 8-K dated October 12, 1995) (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(b) Allen Telecom Inc. 1982 Stock Plan, as amended
through November 3, 1987 (filed as Exhibit Number
10(c) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1987
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(c) Amendment, dated as of December 4, 1990, to
the Allen Telecom Inc. 1982 Stock Plan, as
amended (filed as Exhibit Number 10(d) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1990
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(d) Amendment, dated as of June 14, 1995, to
the Allen Telecom Inc. 1982 Stock Plan,
as amended (filed as Exhibit Number 10.1
to Registrant's Form 10-Q Quarterly
Report for the quarterly period ended
June 30, 1995 (Commission file number 1-6016)
and incorporated herein by reference) ........ -
(e) Amendment, dated as of February 28, 1997,
to the Allen Telecom Inc. 1982 Stock Plan,
as amended .................................. *
(f) Form of Restricted Stock Agreement pursuant
to the Allen Telecom Inc. 1982 Stock Plan,
as amended (filed as Exhibit Number 10(e)
to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(g) Allen Telecom Inc. 1992 Stock Plan (filed as
Exhibit Number 10(f) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference).. -
(h) Amendment to the Allen Telecom Inc. 1992
Stock Plan, dated September 13, 1994 (filed
as Exhibit Number 10 to the Registrant's
Form 10-Q Quarterly Report for the quarterly
period ended September 30, 1994 (Commission
file number 1-6016) and incorporated herein by
reference) ................................... -
(i) Second Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated February 23, 1994
(filed as Exhibit Number 10(h) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(j) Third Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated February 23, 1994
(filed as Exhibit Number 10(i) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein
by reference) ................................ -
(k) Fourth Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated as of June 14, 1995
(filed as Exhibit Number 10.2 to Registrant's
Form 10-Q Quarterly Report for the quarterly
period ended June 30, 1995 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(l) Fifth Amendment to the Allen Telecom Inc.
1992 Stock Plan, dated as of February 28,
1997 ......................................... *
(m) Form of Restricted Stock Agreement pursuant
to Allen Telecom Inc. 1992 Stock Plan
(Salary Increase Deferral), dated November
30, 1993, entered into by the Registrant
with certain executive and divisional
officers (filed as Exhibit Number 10(g) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1993
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(n) Form of Restricted Stock Agreement pursuant
to Allen Telecom Inc. 1992 Stock Plan (Salary
Increase Deferral), dated April 28, 1992,
entered into by the Registrant with certain
executive and divisional officers (filed as
Exhibit Number 10(g) to Registrant's Form 10-K
Annual Report for the fiscal year ended
December 31, 1992 (Commission file number
1-6016) and incorporated herein by reference).. -
(o) Amendment to Restricted Stock Agreements
pursuant to 1992 Stock Plan (Salary Increase
Deferral), dated February 22, 1995 (filed as
Exhibit Number 10(l) to Registrant's Form
10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(p) Form of Non-Qualified Option to Purchase Stock
granted to certain directors of the Registrant
on September 12, 1989 (filed as Exhibit Number
10(e) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1989
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(q) Form of Non-Qualified Option to Purchase Stock
granted to certain directors of the Registrant
on February 19, 1997 ......................... *
(r) Allen Telecom Inc. 1994 Non-Employee Directors
Stock Option Plan (filed as Exhibit A to
Registrant's Proxy Statement dated March 17,
1994 (Commission file number 1-6016) and
incorporated herein by reference) ............ -
(s) First Amendment to the Allen Telecom Inc.
1994 Non-Employee Directors Stock Option Plan *
(t) Form of Non-Qualified Option to Purchase Stock
pursuant to the Allen Telecom Inc. 1994
Non-Employee Directors Stock Option Plan
(filed as Exhibit Number 10(o) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file number
1-6016) and incorporated herein by reference).. -
(u) Allen Telecom Inc. Amended and Restated Key
Management Deferred Bonus Plan (incorporating
all amendments through February 27, 1992)
(filed as Exhibit Number 10(i) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1992 (Commission
file number 1-6016) and incorporated herein
by reference) ................................ -
(v) Amendment, dated as of February 28, 1997,
to the Allen Telecom Inc. Amended and
Restated Key Management Deferred Bonus Plan .. *
(w) Form of Restricted Stock Agreement pursuant
to the Allen Telecom Inc. 1992 Stock Plan
and Key Management Deferred Bonus Plan (filed
as Exhibit Number 10(j) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1992 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(x) Form of Severance Agreement, dated as of
November 3, 1987, entered into by the
Registrant with certain executive officers,
officers and division presidents (filed as
Exhibit Number 10(g) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1987 (Commission file number
1-6016) and incorporated herein by reference).. -
(y) Form of Amendment, dated December 5, 1989,
to Severance Agreement entered into by the
Registrant with certain executive officers,
officers and division presidents (filed as
Exhibit Number 10(j) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1989 (Commission file number
1-6016) and incorporated herein by reference).. -
(z) Allen Telecom Inc. Master Discretionary
Severance Pay Plan, effective January 1,
1993 (filed as Exhibit 10(t) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1994 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(aa) First Amendment, dated as of February 28,
1997, to the Allen Telecom Inc. Master
Discretionary Severance Pay Plan ............. *
(bb) Allen Telecom Inc. Key Employee Severance
Policy adopted by the Registrant on November 3,
1987 (filed as Exhibit Number 10(h) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1987
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(cc) Amendment, dated May 14, 1991, to the
Allen Telecom Inc. Key Employee Severance
Policy adopted by the Registrant on
November 3, 1987 (filed as Exhibit Number
10(n) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(dd) Amendment No. 2, dated February 22, 1996, to
the Allen Telecom Inc. Key Employee Severance
Policy (filed as Exhibit Number 10(x) to
Registrant's Form 10-K Annual Report for
the fiscal year ended December 31, 1995
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(ee) Amendment No. 3, dated as of September 12,
1996, to the Allen Telecom Inc. Key Employee
Severance Policy (filed as Exhibit Number 10
to Registrant's Form 10-Q Quarterly Report
for the quarter ended September 30, 1996
(Commission file number 1-6016) and
incorporated herein by reference ............. -
(ff) Amendment No. 4, dated as of February 28, 1997,
to the Allen Telecom Inc. Key Employee
Severance Policy ............................. *
(gg) Employment Agreement, dated June 28, 1988,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(m) to Registrant's
Form 10-K Annual Report for the fiscal year ended
December 31, 1988 (Commission file number 1-6016)
and incorporated herein by reference) ........ -
(hh) Amendment, dated as of February 27, 1992, of
Employment Agreement, dated June 28, 1988,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(p) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1992 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(ii) Amendment, dated as of February 26, 1991, of
Employment Agreement, dated June 28, 1988,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(n) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1990 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(jj) Amended and Restated Post Employment Consulting
Agreement, dated as of December 20, 1990,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(o) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1990 (Commission file number
1-6016) and incorporated herein by reference).. -
(kk) First Amendment to Amended and Restated Post
Employment Consulting Agreement, dated as of
February 19, 1997, between the Registrant and
Philip Wm. Colburn ........................... *
(ll) Amended and Restated Supplemental Pension
Benefit Agreement, dated as of December 20,
1990, between the Registrant and Philip Wm.
Colburn (filed as Exhibit Number 10(p) to
Registrant's Form 10-K Annual Report for the
fiscal year ended December 31, 1990(Commission
file number 1-6016) and incorporated herein
by reference) ............................... -
(mm) Insured Supplemental Retirement Benefit
Agreement, dated as of September 4, 1985,
between the Registrant and Philip Wm. Colburn
(filed as Exhibit Number 10(l) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1987 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(nn) Split Dollar Insurance Agreement, dated as
of July 1, 1991, between the Registrant and
Philip Wm. Colburn (filed as Exhibit Number
10(u) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(oo) Supplemental Pension Benefit Agreement, dated
as of December 6, 1983, between the Registrant
and J. Chisholm Lyons (filed as Exhibit Number
10(r) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1983
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(pp) Amendment, dated as of December 20, 1990, of
Supplemental Pension Benefit Agreement, dated
as of December 6, 1983, between the Registrant
and J. Chisholm Lyons (filed as Exhibit
Number 10(s) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31,
1990 (Commission file number 1-6016) and
incorporated herein by reference) ............ -
(qq) Post Employment Consulting Agreement, dated
as of September 12, 1989, between the
Registrant and J. Chisholm Lyons (filed
as Exhibit Number 10(s) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1989 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(rr) Amendment, dated as of December 20, 1990,
of Post Employment Consulting Agreement,
dated as of September 12, 1989, between
the Registrant and J. Chisholm Lyons
(filed as Exhibit Number 10(u) to
Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1990
(Commission file number 1-6016) and
incorporated herein by reference) ............ -
(ss) Employment Agreement, dated June 25, 1991,
between the Registrant and Robert G. Paul
(filed as Exhibit Number 10(x) to Registrant's
Form 10-K Annual Report for the fiscal year
ended December 31, 1991 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(tt) Supplemental Target Pension Benefit Agreement,
dated as of January 1, 1996, between the
Registrant and Robert G. Paul (filed as
Exhibit Number (kk) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1995 (Commission file number
1-6016) and incorporated herein by reference.. -
(uu) Form of Split Dollar Insurance Agreement,
dated as of November 1, 1991, entered into
by the Registrant with certain executive and
divisional officers (filed as Exhibit Number
10(bb) to Registrant's Form 10-K Annual Report
for the fiscal year ended December 31, 1992
(Commission file number 1-6016) and incorporated
herein by reference) ......................... -
(vv) Allen Telecom Inc. Deferred Compensation Plan,
effective December 1, 1995 (filed as Exhibit
Number 10(mm) to Registrant's Form 10-K Annual
Report for the fiscal year ended December 31,
1995 (Commission file number 1-6016) and
incorporated herein by reference) ............ -
(ww) First Amendment to the Allen Telecom Inc.
Deferred Compensation Plan, dated as of
February 28, 1997 ............................ *
(xx) Allen Telecom Inc. Restoration Plan,
effective January 1, 1996 (filed as
Exhibit Number 10(nn) to Registrant's
Form 10-K Annual Report for the fiscal
year ended December 31, 1995 (Commission
file number 1-6016) and incorporated
herein by reference) ......................... -
(yy) First Amendment to the Allen Telecom Inc.
Restoration Plan, dated as of February 28,
1997 ......................................... *
(zz) Comsearch Division Supplemental Savings
Plan, effective January 1, 1995 (filed as
Exhibit Number 10(oo) to Registrant's Form
10-K Annual Report for the fiscal year
ended December 31, 1995 (Commission file
number 1-6016) and incorporated herein by
reference) ................................... -
(aaa) First Amendment to the Comsearch Division
Supplemental Savings Plan, dated as of
February 28, 1997 ............................ *
(bbb) Form of Supplemental Target Pension Benefit
Agreement, dated as of January 1, 1996,
entered into by the Registrant with certain
executive and divisional officers (filed as
Exhibit Number 10(pp) to Registrant's Form
10-K Annual Report for the fiscal year ended
December 31, 1995 (Commission file number
1-6016) and incorporated herein by reference).. -
(11) Statement re Computation ofEarnings Per
Common Share .............................. *
(13) 1996 Annual Report to Stockholders** ...... *
(21) Subsidiaries of the Registrant ............ *
(23) Consent of Independent Accountants ........ 17
(27) Financial Data Schedule .................. *
(99) Annual Report on Form 11-K of the Allen
Telecom Inc. Employee Before-Tax Savings Plan
for the fiscal year ended December 31,
1996 ....................................... 19
* Previously filed March 27, 1997
** Furnished for the
information of the Securities and Exchange Commission and
not to be deemed "filed" as part of this Report except for
the Consolidated Financial Statements of the Registrant
and the Accountants' Report on pages 12 to 27 of said
Annual Report to Stockholders and the other information
incorporated by reference in Items 1 and 3 of Part I
hereof and Items 5 to 8 of Part II hereof.
___________________________________
A copy of any of these Exhibits will be furnished to persons
who request a copy upon the payment of a fee of $.25 per page
to cover the Company's duplication and handling expenses.
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement on Form S-3 (File No. 333-13467) and on
the Registration Statements on Form S-8 (File Nos. 33-58951, 33-
53499, 33-53487, 33-52420, 33-8658 and 2-99919) and related
Prospectuses of Allen Telecom Inc. of (a) our report dated
February 17, 1997 on our audits of the consolidated financial
statements of Allen Telecom Inc. as of December 31, 1996 and 1995
and for the years ended December 31, 1996, 1995 1994, which
report has been incorporated by reference in this Annual Report
on Form 10-K from the 1996 Annual Report to Stockholders of Allen
Telecom Inc. (a copy of which is filed as Exhibit 13 to this
Report) and appears on page 27 therein, and (b) our report dated
February 17, 1997 on our audits of the financial statement
schedule for the years ended December 31, 1996, 1995 and 1994 of
Allen Telecom Inc., which report appears on page 14 in this
Annual Report on Form 10-K. We also consent to the references to
our firm in the above-mentioned Prospectuses under the caption
"EXPERTS".
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
March 27, 1997
Exhibit 23 (Continued)
CONSENTS OF INDEPENDENT ACCOUNTANTS (Continued)
We consent to the incorporation by reference in the
Registration Statements on Form S-8 (File Nos. 33-53487 and 2-
99919) and the related Prospectuses of Allen Telecom Inc. of our
report dated April 18, 1997 on our audits of the financial
statements of the Allen Telecom Inc. Employee Before-Tax Savings
Plan, supplemental schedules and fund information, as of December
31, 1996 and 1995 and for the years ended December 1996, and 1995
which report is included in the Annual Report on Form 11-K of the
Allen Telecom Inc. Employee Before-Tax Savings Plan, a copy of
which is filed as Exhibit Number 99 to this Annual Report on Form
10-K.
Coopers & Lybrand, L.L.P.
Cleveland, Ohio
April 29, 1997
-21-
Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ______ to ______
Commission file number 1-6016
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
(FORMERLY THE ALLEN GROUP INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN)
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
ALLEN TELECOM INC. (the "Company")
25101 Chagrin Boulevard
Beachwood, Ohio 44122
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Report of Independent Accountants 3 - 4
Financial Statements:
Statements of Net Assets Available for
Benefits - December 31, 1996 and 1995 5
Statements of Changes in Net Assets Available
for Benefits for the years ended
December 31, 1996 and 1995 6 - 11
Notes to Financial Statements 12 - 19
Supplemental Schedules:
Assets Held for Investment Purposes
at December 31, 1996 20
5% Reportable Transactions for the
year ended December 31, 1996 21
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Before-Tax Savings Committee
and the Participants in the Allen Telecom Inc.
Employee Before-Tax Savings Plan:
We have audited the accompanying Statements of Net Assets Available for
Benefits of the ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as
of December 31, 1996 and 1995, and the related Statements of Changes in
Net Assets Available for Benefits for each of the two years in the
period ended December 31, 1996. 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 generally accepted auditing
standards. 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 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN as of
December 31, 1996 and 1995 and the changes in net assets available for
benefits for each of the two years in the period ended December 31,
1996 in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules listed in the accompanying index are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department for Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
The Fund Information in the Statement of Changes Net Assets Available
for Benefits and Note 3 to the financial statements is presented for
purposes of additional analysis rather than to present the changes in
net assets available for
benefits of each fund. The supplemental schedules and Fund Information
have been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements
taken as a whole.
COOPERS & LYBRAND L.L.P.
Cleveland, Ohio
April 18, 1997
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS:
Investments, at market value
(Note 3) $21,640,376 $19,426,550
Loans receivable from participants
(Note 6) 1,153,673 982,716
Total Investments 22,794,049 20,409,266
Contributions receivable (Note 4):
Participants 251,502 234,707
Company 453,518 306,512
Other receivables 39,170 36,389
Cash and equivalents 158,453 84,889
Total Assets 23,696,692 21,071,763
LIABILITIES:
Accrued expenses and other liabilities 44,735 82,537
Net Assets available for benefits $23,651,957 $20,989,226
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<CAPTION>
Fidelity Fidelity Fidelity Allen Hartford
Managed Equity - Retirement Common Fixed
Income Income Growth Stock Income Sub-Total
Portfolio Fund Fund Fund Fund (To Page 8)
<S> <C> <C> <C> <C> <C> <C>
1995
Net assets available for $2,308,261 $2,200,586 $2,073,493 $5,746,493 $4,293,950 $16,622,783
benefits, January 1, 1995
Contributions (Note 4) 354,783 524,288 544,367 1,624,657 21,251 3,069,346
Investment income:
Dividends - 172,995 260,187 39,775 - 472,957
Interest 139,474 1,587 1,740 5,077 234,076 381,954
Spin-off distribution (Note 8) - - - - - -
Other income - - - 44,836 4,180 49,016
Net appreciation (deprecia-
tion) in the fair value of
investments - 526,252 274,750 (425,550) - 375,452
Withdrawals and distributions
(Note 5) (333,690) (238,287) (209,210) (553,210) (253,100) (1,587,497)
Administrative expenses (39,410) (8,141) (1,790) (27,797) (47,259) (124,397)
Interfund Activity:
Interfund transfers (2,444,355) 182,057 177,541 954,763 (788,654) (1,918,648)
Interfund loans 15,181 (14,195) (6,474) 70,570 (210,347) (145,265)
Net assets available for
benefits, December 31, 1995 $ 244 $3,347,142 $3,114,604 $7,479,614 $3,254,097 $17,195,701
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<CAPTION>
Fidelity Fidelity Fidelity Allen Hartford
Managed Equity - Retirement Common Fixed
Income Income Growth Stock Income Sub-Total
Portfolio Fund Fund Fund Fund (To Page 9)
<S> <C> <C> <C> <C> <C> <C>
1996
Net assets available for $ 244 $3,347,142 $3,114,604 $7,479,614 $3,254,097 $17,195,701
benefits, January 1, 1996
Contributions (Note 4) - 707,140 821,383 1,776,148 - 3,304,671
Investment income:
Dividends - 239,412 422,906 477 22,034 684,829
Interest - 14,978 13,009 30,632 - 58,619
Net appreciation (deprecia-
tion) in the fair value of
investments - 363,065 (198,425) 797,320 - 961,960
Withdrawals and distributions
(Note 5) - (917,384) (683,386) (481,120) (69,402) (2,151,292)
Administrative expenses - (1,528) (1,317) (1,952) (417) (5,214)
Interfund Activity:
Interfund transfers (244) 493,906 252,893 (579,154) (3,182,410) (3,015,009)
Interfund loans - (60,723) (66,666) 66,293 (23,902) (84,998)
Net assets available for
benefits, December 31, 1996 $ - $4,186,008 $3,675,001 $9,088,258 $ - $16,949,267
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<CAPTION>
Carryforward TransPro Morley Participant Janus
Total Common Stock Stable Value Loan Worldwide Sub-Total
(From Page 6) Fund Fund Account Fund (To Page 10)
<S> <C> <C> <C> <C> <C> <C>
1995
Net assets available for $16,622,783 $ - $ - $1,066,403 $ - $17,689,186
benefits, January 1, 1995
Contributions (Note 4) 3,069,346 - 147,826 - - 3,217,172
Investment income:
Dividends 472,957 - - - - 472,957
Interest 381,954 119 812 96,715 - 479,600
Spin-off distribution (Note 8) - 847,930 - - - 847,930
Other income 49,016 - - - - 49,016
Net appreciation (deprecia-
tion) in the fair value of
investments 375,452 (142,249) 3,937 - - 237,140
Withdrawals and distributions
(Note 5) (1,587,497) (31,561) (2,734) (213,338) - (1,835,130)
Administrative expenses (124,397) (3) (44,245) - - (168,645)
Interfund Activity:
Interfund transfers (1,918,648) (510,442) 2,559,110 (130,020) - -
Interfund loans (145,265) - 12,513 132,752 - _________-
Net assets available for
benefits, December 31, 1995 $17,195,701 $163,794 $2,677,219 $ 952,512 $ - $20,989,226
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<CAPTION>
Carryforward TransPro Morley Participant Janus
Total Common Stock Stable Value Loan Worldwide Sub-Total
(From Page 7) Fund Fund Account Fund (To Page 11)
<S> <C> <C> <C> <C> <C> <C>
1996
Net assets available for
benefits, January 1, 1996 $17,195,701 $ 163,794 $2,677,219 $ 952,512 $ - $20,989,226
Contributions (Note 4) 3,304,671 - 481,396 - 8,261 3,794,328
Investment income:
Dividends 684,829 2,885 - - - 687,714
Interest 58,619 13 30,452 - - 89,084
Net appreciation (deprecia-
tion) in the fair value of
investments 961,960 (17,731) 250,167 - - 1,194,396
Withdrawals and distributions
(Note 5) (2,151,292) (133,638) (1,335,665) 590,194 - (3,030,401)
Administrative expenses (5,214) - (83,395) - - (88,609)
Interfund Activity:
Interfund transfers (3,015,009) (15,323) 3,772,966 (742,667) - (33)
Interfund loans (84,998) - (237,078) 322,076 - -
Net assets available for
benefits, December 31, 1996 $16,949,267 $ - $5,556,062 $1,122,115 $ 8,261 $23,635,705
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<CAPTION>
Invesco
Carryforward Schwab Strategic
Total S&P 500 Index Oakmark Technology
(From Page 8) Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
1995
Net assets available for $17,689,186 $ - $ - $ - $17,689,186
benefits, January 1, 1995
Contributions (Note 4) 3,217,172 - - - 3,217,172
Investment income:
Dividends 472,957 - - - 472,957
Interest 479,600 - - - 479,600
Spin-off distribution (Note 8) 847,930 - - - 847,930
Other income 49,016 - - - 49,016
Net appreciation (deprecia-
tion) in the fair value of
investments 237,140 - - - 237,140
Withdrawals and distributions
(Note 5) (1,835,130) - - - (1,835,130)
Administrative expenses (168,645) - - - (168,645)
Interfund Activity:
Interfund transfers - - - - -
Interfund loans - - - - -
Net assets available for
benefits, December 31, 1995 $20,989,226 $ - $ - $ - $20,989,226
The Notes are an integral part of these statements.
</TABLE>
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996
<CAPTION>
Carryforward Schwab Strategic
Total S&P 500 Index Oakmark Technology
(From Page 9) Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
1996
Net assets available for $20,989,226 $ - $ - $ - $20,989,226
benefits, January 1, 1996
Contributions (Note 4) 3,794,328 2,455 7,162 6,588 3,810,533
Investment income:
Dividends 687,714 - - - 687,714
Interest 89,084 - 14 - 89,098
Net appreciation (deprecia-
tion) in the fair value of
investments 1,194,396 - - - 1,194,396
Withdrawals and distributions
(Note 5) (3,030,401) - - - (3,030,401)
Administrative expenses (88,609) - - - (88,609)
Interfund Activity: - -
Interfund transfers (33) - 33 - -
Interfund loans - - - - -
Net assets available for
benefits, December 31, 1996 $23,635,705 $ 2,455 $ 7,209 $ 6,588 $23,651,957
The Notes are an integral part of these statements.
</TABLE>
1. OPERATIONS
Effective February 28, 1997, the name of the Allen Group Inc.
Employee Before-Tax Savings Plan was amended to the Allen Telecom
Inc. Employee Before-Tax Savings Plan (the "Plan"). This change
is consistent with The Allen Group Inc. company name change to
Allen Telecom Inc. (the "Company"), which was also effective
February 28, 1997.
The Plan is designed to offer employees of the Company, who
choose to participate, a form of savings that allows for a deferral
of current income taxes while saving for retirement. The Plan is
administered by the Allen Telecom Inc. Employee Before-Tax Savings
Committee (the "Committee") which is comprised of management personnel
and officers of the Company.
2. SUMMARY OF ACCOUNTING POLICIES
Participants' contributions to the Plan are invested by
the Trustee in the investment options made available by the
Committee ("Investment Funds"), as directed by participants. The
Committee may at any time or from time to time, at its sole
discretion, add or delete funds in which participant contributions
may be invested. The Company's contributions to the Plan, if
any, are invested by the Trustee exclusively in the Allen Common
Stock Fund (see Note 4). In 1996, Investment Fund options included
the Allen Common Stock Fund, selected registered investment entities
(i.e., mutual funds) including Fidelity Equity-Income, Fidelity
Retirement Growth, and Morley Stable Value Funds. In December 1996,
the Janus Worldwide, Schwab S&P 500 Index, Oakmark, and Invesco
Strategic Technology mutual funds were added as Investment Fund
options. In 1995, a deposit administration contract (the "Hartford
Fixed Income Fund") with ITT Hartford Life Insurance Company
("Hartford") and the Fidelity Managed Income Fund were available
as Investment Funds. During 1995 and 1996, there was a conversion
of plan assets in the Fidelity Managed Income Portfolio to
the Morley Stable Value Fund. In addition, effective November 1,
1995, contributions previously directed to the Hartford Fixed-Income
Fund were invested in the Morley Stable Value Fund. In 1996, the
Hartford Fixed Income Fund was liquidated with the applicable
transaction fees paid by the Company.
Shares in the Allen Common Stock Fund and the TransPro, Inc.
Common Stock Fund (discontinued in 1996, see Note 8) are valued at the
last sale price of the respective common stock on the New York Stock
Exchange Composite Tape on the last business day of the year.
Investments in the registered investment entities are valued at their
respective net asset value per unit as quoted by the National
Association of Security Dealers on the last business day of the year.
Previously, investments in the
2. SUMMARY OF ACCOUNTING POLICIES, (continued)
Fidelity Managed Income Portfolio were valued at cost plus accrued
interest which approximated market value. The Hartford Fixed Income
Fund deposit administration contract was included in the accompanying
financial statements at December 31, 1995 at the contract value
reported to the Plan by Hartford. Contract value represented
contributions made under the contract, plus interest at the contract
rate, less funds used to purchase withdrawal annuities and pay
administrative expenses.
The Plan uses the accrual method for recognizing contributions and
investment income. Dividends are accrued on the ex-dividend date.
Withdrawals and distributions are valued using current market prices at
the date withdrawals and distributions occur.
The Plan presents in the Statements of Changes in Net Assets
Available for Benefits, the net appreciation (depreciation) in the fair
value of its investments which consists of the realized gains or losses
and the unrealized appreciation (depreciation) on those investments.
The intention of the Company is to continue the Plan indefinitely.
The Plan may be amended or terminated at any time by the Company.
Any amounts not vested and not eligible for withdrawal at
termination of a participant's employment ("Forfeiture Funds") are
available to the Plan to pay administrative costs and reduce Company
contributions. To the extent that Forfeiture Funds are not available,
administrative expenses are paid by the Plan or the Company, at the
Company's discretion. In 1996, Forfeiture Funds were transferred from
the respective Investment Funds and were accumulated in the Morley
Stable Value Fund. Accordingly, the majority of administrative expenses
paid by the Plan in 1996 were distributed out of such Forfeiture Funds
from the Morley Stable Value Fund. Previously, Forfeiture Funds were
held and administrative expenses were paid from all Investment Funds.
In addition, there is a fixed charge of $50 for second and third loan
applications which is borne by those specific individuals who choose to
have more than one loan outstanding. Brokerage commissions and other
expenses relating to the sale of the Investment Funds for the account
of any participant in connection with a withdrawal or distribution from
the Plan are deducted from the proceeds of the sale.
Certain amounts on the 1995 Statement of Net Assets Available for
Benefits the Statement of Changes in Net Assets Available for
Benefits, and footnote disclosures have been reclassified to conform to
the 1996 presentation.
3. INVESTMENTS
The market value at December 31, 1996 and 1995 for the respective
Investment Funds were as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Fidelity Equity-Income Fund $ 4,035,368 $ 3,243,579
Fidelity Retirement Growth Fund 3,508,200 2,988,236
Allen Common Stock Fund 8,684,083 7,161,566
Morley Stable Value Fund 5,412,725 2,644,254
Hartford Fixed Income Fund - 3,236,892
TransPro Common Stock Fund - 152,023
$21,640,376 $19,426,550
</TABLE>
Effective December 1996, employees were able to direct
contributions to four additional funds: Janus Worldwide, Schwab S&P 500
Index, Oakmark, and Invesco Strategic Technology. Accordingly, net
assets available for plan benefits for these funds at December 31,
1996, predominantly represent employee receivables as follows:
Employee Receivables
Janus Worldwide Fund $8,261
Schwab S&P 500 Index Fund 2,455
Oakmark Fund 7,162
Invesco Strategic Technology
Fund 6,588
4. CONTRIBUTIONS
Participation in the Plan is voluntary, and all employees (full-
time and part-time, salaried, hourly and union employees, (but only to
the extent permitted by a collective bargaining agreement)) of the
Company and its subsidiaries in the United States who were employees on
October 1, 1985 or who thereafter have completed six months of
employment are eligible to be participants. A participant may
contribute on a before-tax basis any whole percentage of his or her
compensation he or she selects which is not less than 1% or more than
17% of his or her compensation. Participants can make after-tax
contributions of not less than 1% nor more than 12% of his or her
compensation. In any event, a participants' contributions may not, in
the aggregate, exceed 18% of his or her compensation. Compensation
includes base salary, overtime earnings, bonuses (other than bonus
payments under the Deferred Bonus or similar plan) and commissions.
In addition, a participants' individual allowable contributions may be
limited by various other government regulations. Contributions by
participants may be made only through periodic payroll deductions.
4. CONTRIBUTIONS, (continued)
In addition to the above, the Plan provides employees from the
Company's Comsearch division ("Comsearch") an annual profit-sharing
contribution to each participant who is employed on the last day of the
Plan year an amount equal to 3% of the participant's Plan year
compensation. The profit-sharing contribution is allocated among the
Investment Funds at the participant's direction. This benefit is in
lieu of Comsearch participating in an employer sponsored defined
benefit pension plan.
Unless the Company increases, decreases or suspends its monthly
contributions in accordance with the terms of the Plan, the Company
makes a monthly contribution for each participant equal to 25% of the
first 1%, 25% of the second 1%, and 50% of the third 1%, of
compensation contributed by the participant during such month, up to a
maximum Company contribution of $1,200 per year. As soon as
practicable after the end of each month, the participants' and the
Company's contributions are forwarded to the Trustee for investment.
Company contributions to the Allen Common Stock Fund were $400,424 and
$373,917, for the years ended December 31, 1996 and 1995, respectively.
In addition, the Comsearch profit-sharing contribution, noted above,
for the years ended December 31, 1996 and 1995 were $422,234 and
$275,852, respectively.
A participant may change Investment Funds as to any future
participant contributions through use of a toll free telephone number
at any time. Such changes will be effective as soon as practicable
after the Plan is notified. A participant may transfer all or part of
the value of his or her existing Participant Contribution Account (Note
5) between Investment Funds once per month through use of a toll free
telephone number. Such transfers will be effective as soon as
practicable. However, the Hartford and the Fidelity Managed Income
Funds had certain restrictions on direct transfers between funds. The
brokerage fees, if any, of such sales and investments are paid by the
individual participant making the transfer.
Participant contributions to the Plan are invested amongst the
Investment Funds as directed by participants. Company contributions to
the Plan (with the exception of the profit-sharing contributions noted
previously) are invested by the Trustee exclusively in the Allen Common
Stock Fund, with the exception that, to avoid the retention of idle
funds, such participant and Company contributions may be invested in
cash equivalent securities for periods generally not exceeding 30 days.
4. CONTRIBUTIONS, (continued)
While such contributions are invested in cash equivalent securities,
interest is generally accrued until the contributions are allocated to
the respective Investment Funds.
Participants' before-tax contributions to the Allen Common Stock
Fund and Company matching contributions are used by the Trustee to
purchase treasury shares provided by the Company at a price which is
15% below prevailing market price at the time of purchase. During 1996
and 1995, the Trustee purchased from the Company 94,839 and 61,781
shares, respectively, of common stock for the accounts of participants
in the Plan. The Trustee purchases shares of the Company's common
stock for transactions other than purchases for before-tax
contributions and Company matching contributions in open market
transactions. In addition, the Trustee purchases shares or other units
of the other Investment Funds (as directed by the participants) on a
national securities exchange at current market prices. The Company has
no control over the times or prices at which the Trustee makes such
purchases and investments or the amounts thereof. The number of shares
or units purchased and credited to the participants account depends on
the prices paid by the trustee.
5. VESTING AND WITHDRAWALS
Pursuant to the Plan, investments acquired with the participant's
contributions are segregated in the Participant Contribution Account,
and investments acquired with the Company's contributions are
segregated in the Employer Contribution Account. Investment income
paid on the investments in each of the participant's accounts are
automatically reinvested in the respective Investment Funds to which
they relate. Each participant's interest in his or her Participant
Contribution Account and the Company match portion of the Employer
Contribution Account is always fully vested, except for the
aforementioned Comsearch profit-sharing contributions which vest in
equal amounts over the period of three to seven years of credited
service. Except for permitted withdrawals and hardship distributions,
the participant's investments are distributable only when employment
terminates.
While employed by the Company or a subsidiary, a participant may
withdraw all or any part of his or her before-tax Participant
Contribution Account and his or her Employer Contribution Account only
in cases of financial hardship or after attaining age 59-1/2. After-
tax contributions may be withdrawn from the Plan once a year in an
amount no less than $250. In cases of financial hardship where a
participant requires funds to meet an immediate financial need and has
no other resources reasonably available to meet that need, he or she
may request
5. VESTING AND WITHDRAWALS, (continued)
the Committee to authorize a withdrawal by him or her from his or her
Participant Contribution Account and Employer Contribution Account.
The Committee relies on Internal Revenue Service ("IRS") guidelines to
determine if financial hardship exists and to determine the amount, if
any, of the withdrawal to be made by the participant. In addition,
after attaining age 59-1/2, a participant may withdraw all or a portion
of his or her Participant and Employer Contribution accounts for any
reason without penalty.
6. PARTICIPANT LOAN ACCOUNT
The Plan permits participants to borrow up to 50% of the value of
his or her Investment Funds including employer contributions. As more
fully described in the "Loan Rules" of the Plan, participants must meet
certain minimum qualifications to obtain a loan, and loans must be for
a minimum of $500 and cannot exceed $50,000. The term of the loan can
be for any period of time up to 60 months as selected by the
participant; such loans bear interest at the prime rate charged by the
Company's principal lending banks plus 1% at the time the loan is made
and will carry such interest rate throughout their terms. Monthly
principal and interest repayments (done automatically through payroll
deductions) are credited to the participant's own account and are
reinvested in the Investment Funds in the same manner as the
participant's contributions are invested. A participant may have up to
three loans outstanding at any one time.
If a loan is declared in default (as defined in the "Loan Rules"
of the Plan), the entire outstanding principal balance will become
immediately due and payable, and if not immediately paid the loan will
be canceled and the outstanding balance will be treated as a
distribution or withdrawal from the Plan depending upon the
participant's tax circumstances. Otherwise, the Committee, at its sole
discretion, may take such action it considers appropriate to collect
the unpaid principal and the accrued interest on a defaulted loan.
Such action may include obtaining funds from the net proceeds, after
the payment of brokerage commissions, of the sale of a sufficient
number of units or shares in the participant's Investment Fund account.
7. FEDERAL INCOME TAXES
The Company received a determination from the IRS on August 15,
1995 that the Plan is a qualified plan under Section 401(a) and 401(k)
of the Internal Revenue Code. Accordingly, the Plan has not been
subject to federal income taxes, and employer and before-tax
participant
7. FEDERAL INCOME TAXES, (continued)
contributions and earnings of the Plan have not been subject to U.S.
income taxes until distributed to the participants. Early withdrawals
or distributions may subject the participant to certain tax penalties.
The Plan was amended subsequent to receiving the most recent IRS
determination letter; however, the Committee does not believe such
amendments affect the Plan's tax status.
8. TRANSFER OF ASSETS
On September 8, 1995, the Company's Board of Directors declared a
spin-off distribution of 100% of the common shares of a newly formed
wholly owned subsidiary, TransPro, Inc. ("TransPro"), to the Company's
common shareholders of record at the close of business on September 29,
1995 (the "Spin-off"). Common shares were distributed on the basis of
one share of TransPro Common stock for every four shares of the
Company's common stock. Prior to the Spin-Off, the Company contributed
to TransPro cash, the ownership interests in the net assets and
liabilities of its Crown and G&O Manufacturing Company divisions and
the stock of AHTP II, Inc. and Allen Heat Transfer Products, Inc.,
which owned the Company's partnership joint venture interest in GO/DAN
Industries ("GDI"). These entities comprised the Company's Truck
Products Business (the "Business"). Following the distribution,
TransPro became an independent, publicly traded corporation.
As a result, the Plan was amended such that shares of TransPro
issued as a dividend on he Company's common stock pursuant to the Spin-
Off were held in a separate account and were then subject to the
subsequent investment direction by participants prior to December 20,
1995. Any shares of TransPro held in the account of a Participant,
other than a participant who was transferred to TransPro, on December
20, 1995 were automatically reinvested in Allen common stock.
In addition, the Plan was amended such that any participant who
was a transferred employee as a result of the Spin-Off, ceased to be a
participant upon transfer of the related Plan assets to the successor
Plan implemented by TransPro. The net assets and liabilities of
approximately $1,623,000 (including 14,165 shares of TransPro common
stock) were transferred in 1996. Accordingly, this amount is included
in withdrawals and distributions in the 1996 Statement of Changes in
Net Assets Available for Benefits.
8. TRANSFER OF ASSETS, (continued)
Effective June 10, 1993, the Company sold to SPX Corporation the
net assets of its automotive diagnostic test equipment business
comprised of the Company's Allen Testproducts division (U.S. and
Canada); Allen Group Electronics Puerto Rico Inc.; The Allen Group
Leasing Corporation; and The Allen Testproducts division and related
leasing operations of The Allen Group Canada Limited. In connection
with this sale, there was a subsequent reduction to the Participant
Loan Account to adjust for remaining loans transferred to SPX
Corporation in 1995. This adjustment has been included in the
Statement of Changes in Net Assets Available for Benefits in Plan
Equity for 1995 as "withdrawals and distributions" and amounted to
approximately $175,000.
In September 1996, the Company acquired 100% of the ownership of
Signal Science, Incorporated ("SSI"). The Plan was amended to allow
employees of SSI, who have met the eligibility requirements of the
Plan, to become participant in the Plan effective October 1, 1996.
Accordingly, investments of $284,606 were transferred to the Plan's
Investment Funds as directed by SSI participants, on February 10, 1997.
9. RECONCILIATION TO FORM 5500
At December 31, 1995, the Fund received applications for
withdrawals in the amount of $32,576 and $2,710, respectively, which
were not paid at year end. Pursuant to recent professional guidance,
no payable has been recorded in the Statements of Net Assets Available
for Benefits at year end. However, the Department of Labor requires
Form 5500 to include these pending withdrawals as liabilities.
The schedule of assets held for investment purposes (page 20)
reflects the current value of participant loans net of the other
receivable value of $31,702.
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - SEE FORM 5500, ITEM 27a
DECEMBER 31, 1996
<CAPTION>
Description of Investment
including Maturity Date, Rate
Identity of Issue, Borrower of Interest, Collateral, Par
Lessor or Similar Party or Maturity Value Cost Current Value
<S> <C> <C> <C>
Participant Loans 7% - 10% 5 Year Maximum $ 0 $1,121,971
Fidelity Equity-Income Mutual Fund 3,455,305 4,035,368
Fidelity Retirement Growth Mutual Fund 3,669,035 3,508,200
Allen Group Inc. Common Stock 6,230,080 8,676,298
Morley Capital Management Common/Collective Trust 5,191,195 5,412,725
U.S. Treasury Money Market 7,785 7,785
</TABLE>
<TABLE>
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS - SEE FORM 5500, ITEM 27d
DECEMBER 31, 1996
<CAPTION>
Description of Asset Current Value
(Include Interest Rate of Asset on
and Maturity in Case of Transaction Net Gain or
a Loan) Purchase Price Selling Price Cost of Asset Date (loss)
<S> <C> <C> <C> <C> <C>
Hartford GIC $3,154,754 $3,154,754 $3,154,754 $ -
Morley Stable Value $3,160,784 3,160,784 3,160,784
Allen Group Stock 3,114,358 3,114,358 3,115,750
Allen Group Stock 2,121,913 1,388,889 2,121,913 733,024
Fidelity Equity 2,011,149 2,011,149 2,011,149
Fidelity Equity 1,579,387 1,459,031 1,579,387 120,356
Fidelity Retirement
Growth 1,877,029 1,877,029 1,877,029
Fidelity Retirement
Growth 1,149,430 1,114,639 1,149,430 34,791
Morley Stable Value 4,565,192 4,565,192 4,565,192
Morley Stable Value 2,046,889 2,018,881 2,046,889 28,008
</TABLE>
