<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) March 1, 1999
-------------
ALLEN TELECOM INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 1-6016 38-0290950
- --------------------------------------------------------------------------------
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122-5619
- --------------------------------------------------------------------------------
(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 4 of this Report.
Page 1 of 7 pages.
<PAGE> 2
ITEM 5. OTHER EVENTS
------------
On March 1, 1999, Allen Telecom Inc. ("Allen Telecom") sold to
Environmental Systems Products, Inc. ("ESP") all of the outstanding stock of
MARTA Technologies, Inc. ("MARTA"), a wholly owned subsidiary of Allen Telecom
Inc. MARTA operates centralized vehicle emissions inspection programs in Ohio,
Maryland and Florida.
A press release dated February 9, 1999, announcing the execution of the
sale agreement between Allen Telecom and ESP, is filed as Exhibit 99.1 to this
Report and is incorporated herein by reference. A press release dated March 2,
1999, announcing the closing of the sale of MARTA by Allen Telecom to ESP, is
filed as Exhibit 99.2 to this Report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
-----------------------------------------------------
AND EXHIBITS
------------
(c) Exhibits
99.1 News Release dated February 9, 1999
99.2 News Release dated March 2, 1999
-2-
<PAGE> 3
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/McDara P. Folan, III
---------------------------
McDara P. Folan, III
Vice President, Secretary and
General Counsel
DATE: March 15, 1999
-3-
<PAGE> 4
THE ALLEN GROUP INC.
--------------------
EXHIBIT INDEX
-------------
EXHIBIT NUMBER: PAGE
- --------------- ----
99.1 Press Release dated February 9, 1999 . . . . . . . 5
99.2 Press Release dated March 2, 1999. . . . . . . . . 7
-4-
<PAGE> 1
[Allen Logo] News
Release
For Immediate Release
---------------------
ALLEN TELECOM INC. ANNOUNCES CONTRACT
-------------------------------------
FOR SALE OF MARTA TECHNOLOGIES, INC.
------------------------------------
BEACHWOOD, OH, February 9, 1999 - Allen Telecom Inc. (ALN:NYSE) ("Allen
Telecom") and Environmental Systems Products, Inc. ("ESP"), today announced that
they have reached an agreement in which a subsidiary of ESP will purchase all of
the outstanding stock of Marta Technologies, Inc., the centralized vehicle
emissions testing subsidiary of Allen Telecom Inc. This transaction is expected
to close in late February or early March, 1999 and is subject to a number of
customary conditions. Financial terms have not been disclosed.
Robert G. Paul, President and Chief Executive Officer of Allen Telecom
Inc., said, "We are very pleased with this transaction. Marta Technologies, Inc.
will be an excellent fit with ESP and this sale will provide continuity for
Marta's operations in Florida, Ohio and Maryland. Officials and residents of
each of these states should be pleased that Marta will become part of a
committed industry leader in emissions testing. The anticipated sale of Marta
Technologies, Inc. allows us to focus all of our resources on Allen Telecom's
core businesses in the wireless telecommunications industry."
Marta Technologies, Inc., a 100% owned subsidiary of Allen Telecom
Inc., operates centralized automotive emissions inspection programs in Ohio,
Maryland and Florida. The company services 4 counties in southern Ohio, 13
counties in the State of Maryland and the Jacksonville area of Florida. The
company has 36 vehicle testing centers with approximately 650 employees.
Statements included in this news release which are not historical in
nature are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements regarding the Company's future performance and
financial results are subject to certain risks and uncertainties that could
cause actual results to differ materially from those set forth in the
forward-looking statements. Allen Telecom Inc.'s Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q contain certain detailed factors that could cause
the Company's actual results to materially differ from forward-looking
statements made by the Company, including, among others, the potential impact of
the proposed sale of its discontinued operations in the vehicle emissions
testing business, the costs and timetable for new product development, the
health and economic stability of the world and national markets, the uncertain
level of purchases by current and prospective customers of the Company's
products and services, the impact of competitive products and pricing, the
5
<PAGE> 2
successful discovery and correction of potential "Year 2000" computer sensitive
problems by both the Company and its key suppliers and customers, and other
transactions.
Allen Telecom Inc. (http://www.allentele.com) is a leading supplier of
wireless equipment to the global telecommunications infrastructure market. The
Worldwide Site Products division supplies sophisticated filters, duplexers,
combiners and amplifiers to an array of OEM customers. The MIKOM division
focuses on providing repeaters, amplifiers and other products that enhance both
the coverage and the capacity of a wireless system. The Antenna Specialists and
Decibel Products divisions manufacture mobile and land based antennas in
frequency bands that cover all of the traditional cellular networks (AMPS and
ETACS) as well as digital services for iDEN, CDMA, TDMA, DCS1800, GSM and PCS.
The Comsearch division offers engineering and consulting services for wireless
operators. Marta Technologies, Inc. operates centralized vehicle emission
testing programs in three states.
Environmental Systems Products, Inc. (ESP) is the leading worldwide
provider of vehicle emissions testing equipment and services. The company
designs, manufactures, and services emissions testing equipment that is
installed in service stations, automotive repair shops, and dealerships
domestically and internationally. ESP also tests approximately 11.8 million
vehicles annually in high-volume, test-only facilities.
For further information contact: Dianne B. McCormick
Director, Investor Relations
(216) 765-5855 (phone)
(216) 765-0375 (fax)
[email protected]
6
<PAGE> 1
[ALLEN LOGO] News
Release
FOR IMMEDIATE RELEASE
---------------------
ALLEN TELECOM INC. ANNOUNCES COMPLETION OF SALE
-----------------------------------------------
OF MARTA TECHNOLOGIES, INC.
---------------------------
Beachwood, Ohio, March 2, 1999 -- Allen Telecom Inc. (NYSE: ALN)
("Allen") and Environmental Systems Products, Inc. ("ESP") announced today that
ESP had completed the acquisition of Marta Technologies, Inc. ("Marta") from
Allen. Marta operates centralized automotive emissions inspection programs in
Ohio, Maryland and Florida. Financial terms of the transaction have not been
disclosed.
Terrence McKenna, President and Chief Executive Officer of ESP said,
"We are very pleased to have completed the purchase of Marta Technologies, Inc.
Marta will be an excellent fit with ESP's existing business base. The
acquisition will also provide continuity for Marta's operations in Florida, Ohio
and Maryland. ESP is a committed industry leader in emissions testing and we
look forward to servicing our new customers in Marta's ongoing operations."
Robert G. Paul, President and CEO of Allen Telecom said "We are pleased
with this transaction, which will provide continuity for Marta's operations and
allow Allen Telecom to focus on our core business of providing equipment and
services to the global wireless telecommunications infrastructure market."
ESP is the leading worldwide provider of vehicle emissions testing
equipment and services. The company designs, manufactures, and services
emissions testing equipment that is installed in service stations, automotive
repair shops, and dealerships domestically and internationally. ESP also tests
approximately 12 million vehicles annually in high-volume, test-only facilities.
Allen Telecom Inc. is a leading supplier of wireless equipment and
services to the global telecommunications infrastructure market, including
components and subsystems for OEM customers, repeaters and in-building coverage
systems, mobile and base station antennas, test equipment, geolocation systems
and consulting engineering services for wireless operators.
For further information contact: Dianne B. McCormick
Director, Investor Relations
(216) 765-5855 (phone)
(216) 765-0375 (fax)
[email protected]
7
