<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 28, 1999
-------------------
ALLEN TELECOM INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-6016 38-0290950
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
25101 CHAGRIN BOULEVARD, BEACHWOOD, OHIO 44122-5618
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 216/765-5800
- --------------------------------------------------------------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
EXHIBIT INDEX IS ON PAGE 5 OF THIS REPORT.
PAGE 1 OF 5 PAGES.
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Allen Telecom Inc. ("Allen Telecom") has completed a review of
its auditing service providers and decided to consolidate its worldwide auditing
with Deloitte & Touche ("Deloitte") who has been Allen Telecom's accountant for
its principal European operations. Accordingly, on September 28, 1999, Allen
Telecom entered into a letter agreement engaging Deloitte as the accountant to
audit Allen Telecom's consolidated financial statements, resulting in the
dismissal of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"). Deloitte
replaces PricewaterhouseCoopers as the accountant of Allen Telecom's
consolidated financial statements. Consequently, on September 28, 1999, Allen
Telecom notified PricewaterhouseCoopers that their services were no longer
required as the accountant of Allen Telecom's consolidated financial statements.
PricewaterhouseCoopers' reports on the consolidated financial statements of
Allen Telecom for the fiscal years ended December 31, 1997 and December 31, 1998
(the two most recently completed fiscal years of Allen Telecom, which are
referred to herein as the "Prior Report Periods") contained no adverse opinion
or disclaimer of opinion. No such report on the consolidated financial
statements for the Prior Report Periods was qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to change
auditors was recommended by the Audit Committee of the Board of Directors and
approved by the Board of Directors of Allen Telecom. During the Prior Report
Periods and the subsequent interim period through September 28, 1999, preceding
the replacement of PricewaterhouseCoopers, there were no disagreements with
PricewaterhouseCoopers on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers
would have caused them to make reference in their report on the consolidated
financial statements.
During the Prior Report Periods and the subsequent interim period
Deloitte has been the auditor for Allen Telecom's principal European operations.
In that capacity Deloitte has provided advice to Allen Telecom on accounting
matters regarding the European operations.
-2-
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(c) Exhibits
Letter from PricewaterhouseCoopers LLP dated September 30,
1999, to the Securities and Exchange Commission pursuant to
Item 304 (a)(3) of Regulation S-K
-3-
<PAGE> 4
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 hereunto duly authorized.
ALLEN TELECOM INC.
By /s/Laura C. Meagher
-----------------------------
Laura C. Meagher
General Counsel and Secretary
DATE: September 30, 1999
-4-
<PAGE> 5
ALLEN TELECOM INC.
------------------
EXHIBIT INDEX
-------------
EXHIBIT NUMBER: 16 PAGE
- --------------- ----
Letter from PricewaterhouseCoopers LLP dated September 30,
1999, to the Securities and Exchange Commission
pursuant to Item 304 (a)(3) Of Regulation S-K. . . . . . . . 6
-5-
<PAGE> 1
Exhibit 16
September 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Allen Telecom Inc. (copy attached), which we
understand are being filed with the Commission today, pursuant to Item 4 of Form
8-K, as part of Allen Telecom Inc.'s Form 8-K report dated September 28, 1999.
We agree with the statements concerning our firm in such Form 8-K report.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 28, 1999
-------------------
ALLEN TELECOM INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-6016 38-0290950
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
25101 CHAGRIN BOULEVARD, BEACHWOOD, OHIO 44122-5618
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 216/765-5800
- --------------------------------------------------------------------------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
EXHIBIT INDEX IS ON PAGE 5 OF THIS REPORT.
2
<PAGE> 3
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Allen Telecom Inc. ("Allen Telecom") has completed a review of its
auditing service providers and decided to consolidate its worldwide auditing
with Deloitte & Touche ("Deloitte") who has been Allen Telecom's accountant for
its principal European operations. Accordingly, on September 28, 1999, Allen
Telecom entered into a letter agreement engaging Deloitte as the accountant to
audit Allen Telecom's consolidated financial statements, resulting in the
dismissal of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"). Deloitte
replaces PricewaterhouseCoopers as the accountant of Allen Telecom's
consolidated financial statements. Consequently, on September 28, 1999, Allen
Telecom notified PricewaterhouseCoopers that their services were no longer
required as the accountant of Allen Telecom's consolidated financial statements.
PricewaterhouseCoopers' reports on the consolidated financial statements of
Allen Telecom for the fiscal years ended December 31, 1997 and December 31, 1998
(the two most recently completed fiscal years of Allen Telecom, which are
referred to herein as the "Prior Report Periods") contained no adverse opinion
or disclaimer of opinion. No such report on the consolidated financial
statements for the Prior Report Periods was qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to change
auditors was recommended by the Audit Committee of the Board of Directors and
approved by the Board of Directors of Allen Telecom. During the Prior Report
Periods and the subsequent interim period through September 28, 1999, preceding
the replacement of PricewaterhouseCoopers, there were no disagreements with
PricewaterhouseCoopers on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers
would have caused them to make reference in their report on the consolidated
financial statements.
During the Prior Report Periods and the subsequent interim period
Deloitte has been the auditor for Allen Telecom's principal European operations.
In that capacity Deloitte has provided advice to Allen Telecom on accounting
matters regarding the European operations.
-3-
<PAGE> 4
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(c) Exhibits
Letter from PricewaterhouseCoopers LLP dated September 30,
1999, to the Securities and Exchange Commission pursuant to
Item 304 (a)(3) of Regulation S-K
-4-
<PAGE> 5
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 hereunto duly authorized.
ALLEN TELECOM INC.
By /s/Laura C. Meagher
-----------------------------
Laura C. Meagher
General Counsel and Secretary
DATE: September 30, 1999
-5-
