<PAGE> 1
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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1999
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
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
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ALLEN TELECOM INC.
25101 Chagrin Boulevard, Suite 350
Beachwood, Ohio 44122
<PAGE> 2
ALLEN TELECOM INC
EMPLOYEE BEFORE-TAX SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page
----
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits -
December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998 4
Notes to Financial Statements 5-11
SUPPLEMENTAL SCHEDULES:
Item 27a - Assets Held for Investment Purposes at December 31, 1999 12
Item 27d - Reportable Transactions For the Year Ended December 31, 1999 13
SIGNATURES 14
EXHIBIT INDEX 15-17
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Employee Before-Tax Savings Plan Committee
and the Participants in the Allen Telecom Inc.
Employee Before-Tax Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of the Allen Telecom Inc. Employee Before-Tax Savings Plan (the "Plan") as of
December 31, 1999 and the related statement of changes in net assets available
for benefits for the year 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 audit. The financial
statements of the Plan for the year ended December 31, 1998 were audited by
other auditors whose report, dated June 10, 1999, expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1999 and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of Assets Held for Investment Purposes at December 31, 1999 and Reportable
Transactions for the year ended December 31, 1999 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 of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1999 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 15, 2000
1
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
To the Employee Before-Tax Savings Plan Committee
and the Participants in the Allen Telecom Inc.
Employee Before-Tax Savings Plan:
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Allen Telecom Inc. Employee Before-Tax Savings Plan (the "Plan") at
December 31, 1998 and the changes in net assets available for benefits for the
year then ended in conformity with accounting principles generally accepted in
the United States. 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 of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the finacial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio
June 10, 1999
2
<PAGE> 5
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ASSETS:
Investments (Note 3) $34,034,182 $25,266,634
Loans receivable from participants 1,264,153 1,360,035
Contribution receivable:
Participants 166,808 210,629
Employer 266,995 375,340
Other receivables 57,388 53,096
Cash and equivalents 255,868 2,131
----------- -----------
Total assets 36,045,394 27,267,865
LIABILITIES - Accrued expenses and other liabilities 70,009 70,843
----------- -----------
Net assets available for benefits $35,975,385 $27,197,022
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation (depreciation) in fair value
of investments (Note 3) $ 8,573,122 $ (4,259,954)
Dividends 1,137,419 966,609
Interest and other income 95,230 118,303
------------ ------------
Total investment income (loss) 9,805,771 (3,175,042)
Contributions:
Participants 2,506,303 3,642,778
Employer 586,626 773,925
------------ ------------
Total additions 12,898,700 1,241,661
------------ ------------
DEDUCTIONS:
Withdrawals and distributions (4,006,128) (2,690,195)
Administrative expenses (114,209) (120,013)
------------ ------------
Total deductions (4,120,337) (2,810,208)
------------ ------------
NET INCREASE (DECREASE) 8,778,363 (1,568,547)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 27,197,022 28,765,569
------------ ------------
End of year $ 35,975,385 $ 27,197,022
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following general description of the Allen Telecom Inc. Employee
Before-Tax Savings Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan
document or the Summary Plan Description for complete information. The
Plan is a defined contribution plan administered by Allen Telecom Inc.
(the "Company"). The assets of the Plan are maintained and transactions
therein are executed by the Trustee, Charles Schwab Trust Company.
a. Eligibility - All employees of the Company and its eligible
subsidiaries in the United States who were employees on October 1,
1985 or who thereafter have completed the required eligibility
period and are not covered by a collective bargaining agreement,
unless that collective bargaining agreement expressly provides for
the employees' eligibility, are eligible to participate in the Plan.
Eligible employees can elect to participate in the Plan at the
beginning of any month following their eligibility date.
b. Vesting - Participant contributions are fully vested. Employer
matching contributions and earnings thereon are fully vested, except
for the Company's Comsearch division ("Comsearch") and Northern
Virginia participants of Grayson Wireless division ("Northern
Virginia Grayson") profit-sharing contributions which vest in equal
amounts over the period of three to seven years of credited service.
Any amounts that are forfeited shall be used first to provide for
reasonable expenses of administration of the Plan, second to restore
accounts previously forfeited and then any remaining amounts are
applied to reduce future Company contributions and pay
administrative costs.
c. Contributions - Eligible participants may elect to contribute into
the Plan from 1 percent to 17 percent of their pre-tax compensation
(including wages, bonuses and commissions) up to $10,000 in a
calendar year. Participants may contribute after-tax contributions
into the Plan from 1 percent to 12 percent of his or her
compensation. In any event, a participant's contributions may not,
in the aggregate, exceed 18 percent of his or her compensation
including wages, bonuses, and commissions. Plan participants can
elect to have their contributions invested in 1 percent increments
in different investment funds available.
The Company matches participant contributions equal to 25 percent of
the first 1 percent, 25 percent of the second 1 percent and 50
percent of the third percent, of compensation contributed by the
participant during such month, up to a maximum Company contribution.
The maximum Company contribution for 1999 and 1998 was $1,600 and
$1,200 per year, respectively. The maximum compensation of any
participant that can be considered for any purpose under this Plan
shall be $160,000 plus such adjustments for increases in the cost of
living as shall be prescribed by the Secretary of the Treasury
pursuant to Section 401(a)(17)(B) of the Internal Revenue Code
("IRC"). Prior to January 1, 1999, Company matching contributions
were invested exclusively in the Allen Telecom Inc. Common Stock
Fund. All Company matching contributions after January 1, 1999 are
invested in the same investment options based on the allocation
percentage determined by the participant.
5
<PAGE> 8
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
In addition, the Plan provides employees from Comsearch and Northern
Virginia Grayson an annual profit-sharing contribution to each
participant who is employed on the last day of the Plan year in an
amount equal to 3 percent of the participant's Plan year
compensation. The benefit is in lieu of participating in the
Company's defined benefit pension plan.
Participants' before-tax contributions to the Allen Common Stock
Fund and directed Company matching contributions may be 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. The Trustee purchases shares of the Company's common stock
for transactions other than purchases for before-tax contributions
and directed Company matching contributions in open market
transactions. The Trustee purchases shares or 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 time or prices at which the Trustee makes such
purchases and investments or the amounts thereof. The number of
shares or units purchases and credited to the participants account
depends on the prices paid by the Trustee.
d. Investments - The Trustee of the Plan maintained the following
twelve investment funds under the Plan. A participant can direct
contributions into any of the following investment options:
In March 1999, the Plan added the American Century Equity Growth
Investment Fund and the Smith Breeden U.S. Equity Market Plus Fund.
These funds were introduced in order to replace two of its existing
investment options. Effective July 15, 1999, the American Century
Equity Growth Investment Fund replaced the Fidelity Equity Income
Fund and the Smith Breeden U.S. Equity Market Plus Fund replaced the
Fidelity Retirement Growth Fund.
The Plan also added the Strong Corporate Bond Fund and the Weitz
Value Fund as investment options in February 1999.
1. Fidelity Equity Income Fund - This fund invests in
income-producing equity securities, debt securities, foreign
securities, currency exchange contracts, stock-index futures
and options.
2. Fidelity Retirement Growth Fund - This fund invests primarily
in common stocks of domestic or foreign companies of any size.
The fund is designed for tax-advantaged accounts that can
tolerate fluctuations in the stock market.
3. Allen Telecom Inc. Common Stock Fund - This fund invests
entirely in shares of Common Stock of Allen Telecom Inc.,
which are traded on the New York Stock Exchange.
4. Morley Stable Value Fund - This fund is a collective
investment fund consisting of a diversified portfolio of
investment contracts issued by life insurance companies, banks
and other financial institutions. The return is a blend of all
the rates of the various investments purchased by the fund.
5. Janus Worldwide Fund - This fund invests primarily in foreign
and domestic common stocks. Investments are usually spread
across at least five different countries, including the United
States, though it may at times invest in a single country. The
fund may also invest in preferred stocks, warrants, government
securities, and corporate debt. It may use derivatives for
hedging purposes or as a means of enhancing return.
6. Schwab S&P 500 Index Fund - This fund seeks to track the total
return performance of stocks that compose the S&P 500 Index.
The fund invests in common stocks that compose
6
<PAGE> 9
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
the index. It buys and sells stocks in order to match the
index, to invest cash from share purchases, or to obtain cash
for redemption of shares.
7. Oakmark Fund - This fund invests primarily in common stocks
and convertibles. The fund seeks securities that are priced
significantly lower than their long-term value.
8. Invesco Strategic Technology Fund - This fund invests in the
equity securities of companies engaged in technology-related
fields. These related areas may include computers,
communications, video, electronics, oceanography, office and
factory automation, and robotics.
9. Strong Corporate Bond Fund - This fund normally invests in
corporate bonds and fixed-income securities, including U.S.
government obligations and mortgage-backed securities. The
average maturity typically ranges from seven to twelve years.
10. Weitz Value Fund - This fund invests primarily in equity
securities. The fund also invests in foreign securities and
securities that are not readily marketable.
11. American Century Equity Growth Investment Fund - This fund
primarily invests in common stocks drawn from a universe of
the largest 1,500 companies (ranked by market capitalization)
traded in the United States.
12. Smith Breeden U.S. Equity Market Plus Fund - This fund divides
its investments into two separate segments. The equity
simulation segment consists of a combination of equity swap
contracts, futures contracts on the index, and common stocks
whose return is expected to track movements in the index. The
fixed-income segment seeks a total return greater than the
aggregate costs of the fund by investing in fixed-income
securities.
e. Participant Accounts - A separate account is maintained for each
participant in the Plan, reflecting contributions, investments,
investment gains and losses, distributions, loans, withdrawals, and
transfers.
f. Plan Withdrawals and Distributions - Active participants may
withdraw certain amounts from their accounts up to their entire
vested interest if they attain the age of 59-1/2 or qualify for
financial hardship. All active participants (excluding non-highly
compensated) may withdraw after-tax contributions (minimum
withdrawal of $250) that have been credited to their account for at
least two years. Participant vested amounts are payable upon
retirement, death, or other termination of employment. Any
non-vested amounts that are forfeited shall be used first to provide
for reasonable expenses of administration of the Plan, second to
restore accounts previously forfeited and then any remaining
amounts.
g. Participant Loans - A participant may obtain a loan in an amount as
defined by the loan document (not less than $500 and not greater
than $50,000 or 50 percent of the participant's account balance)
from the balance of the participant's account. Interest is charged
at a rate which is equal to the prime rate charged by the Company's
principal lending banks plus 1 percent at the time the loan is made
and will carry such an interest rate throughout the term of the
loan. The loans are repaid through payroll deductions over periods
ranging up to 60 months. Monthly principal and interest repayments
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. 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. If a
loan is declared in default as defined by the loan
7
<PAGE> 10
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
document, 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 on the
participant's tax circumstances.
h. Reclassifications - Certain amounts in the 1998 financial statements
have been reclassified to conform to the 1999 classification.
2. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting - The Plan is accounted for using the accrual
basis of accounting.
b. Investment Valuation - Investments in securities, short-term
investments and mutual funds are stated at fair value as measured by
the National Association of Security Dealers on the last business
day of the year; investments in the Allen Telecom Inc. Common Stock
Fund are valued at the last sale price of the common stock on the
New York Stock Exchange Composite Tape on the last business day of
the year; investments in the Morley Stable Value Fund and the Smith
Breeden U.S. Equity Market Plus Fund are reported at the amount
deposited plus credited interest income, which due to its nature,
approximates the fair value of these investments.
c. Security Transactions and Investment Income - Purchases and sales of
securities are reported on a trade date basis. Dividend income is
recorded on the ex-dividend date and interest income is recorded on
the accrual basis.
d. Plan Expenses - Any amount 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. Forfeiture Funds are maintained in the
Morley Stable Value Fund. To the extent that Forfeiture Funds are
not available, administrative expenses are paid by the Company.
Brokerage commissions and other expenses relating to the sale of the
Investment Funds for the account of any participant in connection
with a withdrawal, loan or distribution from the Plan are deducted
from the proceeds of the sale.
e. Use of Estimates - The preparation of financial statements and
footnote disclosures in conformity with generally accepted
accounting principles requires Plan management to make estimates and
assumptions that affect the reported amounts of net assets available
for plan benefits and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of additions and deductions to the Plan's net assets
available for plan benefits during the reporting period. Actual
results could differ from those estimates.
8
<PAGE> 11
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS
The following presents investments of the Plan's net assets:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1999 1998
<S> <C> <C>
Allen Telecom Inc. Common Stock Fund,
607,030 and 743,719 shares, respectively $ 7,018,784 $ 4,973,628*
Morley Stable Value Fund, 428,260 and
406,745 shares, respectively 6,072,470 5,458,854
Schwab S&P 500 Index Fund,
107,833 and 85,524 shares, respectively 2,438,111 1,621,537
American Century Equity Growth Investment Fund,
199,371 shares 5,229,509 0
Smith Breeden U.S. Equity Market Plus Fund,
298,283 shares 4,841,129 0
Invesco Strategic Technology Fund, 50,163 4,052,687 571,752
and 16,340 shares, respectively
Janus Worldwide Fund, 36,298 and 2,774,232 1,303,215
27,517 shares, respectively
Oakmark Fund, 25,008 and 25,864 680,209 926,449
shares, respectively
Strong Corporate Bond Fund, 7,929 shares 83,176 0
Weitz Value Fund, 25,454 shares 842,007 0
Charles Schwab U.S. Treasury 1,868 4,582
Fidelity Equity Income Fund, 100,030 shares 0 5,556,689
Fidelity Retirement Growth Fund, 236,467 shares 0 4,849,928
----------- -----------
Total $34,034,182 $25,266,634
=========== ===========
</TABLE>
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $8,573,122 and ($4,259,954) as follows):
<TABLE>
<CAPTION>
<S> <C> <C>
Mutual funds $ 4,433,782 $ 1,698,291
Common stock 3,835,219 (6,265,010)*
Common/collective trust 304,121 306,765
----------- -----------
Total appreciation (depreciation) $ 8,573,122 $(4,259,954)
=========== ===========
</TABLE>
* Participant and nonparticipant-directed
9
<PAGE> 12
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
4. TRANSFER OF ASSETS
On September 8, 1995, the Company's Board of Directors declared a
spin-off distribution of 100 percent 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"). Following the Spin-off, TransPro
became an independent, publicly traded corporation.
Prior to the initial transfer of assets to TransPro, participants were
given an "open-window" period whereby they could transfer their assets
in and out of Allen Telecom Inc. common stock, as desired. Participants
with account balances remaining in Allen Telecom Inc. common stock
remained in the Plan as inactive participants. On March 13, 1998, the
Savings Plan Committee authorized another voluntary "open-window"
period to allow TransPro participants to roll Plan money into the
TransPro Inc. 401k plan. Net assets of $77,933 were transferred to the
TransPro Inc. 401k plan in 1998. Accordingly, this amount is included
in withdrawals and distributions on the 1998 Statement of Changes in
Net Assets Available for Benefit.
5. PLAN TERMINATION
Although the Company has not expressed any intent to terminate the
Plan, it reserves the right to do so at any time. In the event of
termination, the interests of each participant with respect to Company
contributions and earnings thereon will vest immediately and be
nonforfeitable.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter dated August 15, 1995 that the Plan is designed in accordance
with the applicable sections of the IRC. The Plan has been amended
since receiving the determination letter. However, the Company believes
that the Plan was designed and is currently being operated in
compliance with the applicable provisions of the IRC.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-------------------------------
1999 1998
<S> <C> <C>
Net assets available for benefits per the financial statements $ 35,975,385 $ 27,197,022
Amounts allocated to withdrawing participants (131,911) (25,665)
------------ ------------
Net assets available for benefits per the Form 5500 $ 35,843,474 $ 27,171,357
============ ============
</TABLE>
10
<PAGE> 13
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1999
<S> <C>
Benefits paid to participants per the financial statements $ 4,006,128
Add - amount allocated to withdrawing participants at
December 31, 1999 131,911
Less - amounts allocated to withdrawing participants at
December 31, 1998 (25,665)
-----------
Benefits paid to participants per the Form 5500 $ 4,112,374
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31, but not yet paid as of that date.
* * * * * *
11
<PAGE> 14
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS OF HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
IDENTITY OF ISSUER,
BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
* Charles Schwab Investment Schwab S&P 500 Index Fund
Management $ 1,922,880 $ 2,438,111
Harris Associates Oakmark Fund 882,266 680,209
Janus Capital Janus Worldwide Fund 1,771,362 2,774,232
Invesco Funds Group Invesco Strategic Technology Fund 2,304,520 4,052,687
American Century Investment American Century Equity Growth
Management Investment Fund 5,003,101 5,229,509
Smith Breeden Associates Smith Breeden U.S. Equity
Market Plus Fund 4,964,148 4,841,129
Strong Capital Management Strong Corporate Bond Fund 85,185 83,176
Wallace R. Weitz & Company Weitz Value Fund 837,866 842,007
* Allen Telecom Inc. Allen Telecom Inc. Common
Stock Fund 7,341,920 7,018,784
Morley Capital Management Morley Stable Value Fund 5,564,993 6,072,470
* Charles Schwab Investment Charles Schwab U.S. Treasury
Management 1,868 1,868
* Participant Loans Loans to participants 7-10 percent 1,264,153
------------
Total investments - all funds $ 35,298,335
============
</TABLE>
* Party-in-interest.
12
<PAGE> 15
ALLEN TELECOM INC.
EMPLOYEE BEFORE-TAX SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
EXPENSE
INCURRED
PURCHASE SELLING LEASE WITH
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL TRANSACTION
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
American Century Investment American Century Equity Growth Investment Fund
Management $ 5,168,552 None
Smith Breeden Associates Smith Breeden U.S. Equity Market Plus Fund 4,701,195 None
Fidelity Management & Research Fidelity Equity Income Fund $ 5,166,684 None
Fidelity Management & Research Fidelity Retirement Growth Fund 4,698,535 None
SERIES OF TRANSACTIONS:
Allen Telecom Inc. Allen Telecom Inc. Common Stock Fund 1,858,405 None
American Century Investment American Century Equity Growth Investment Fund
Management 5,878,274 None
Invesco Funds Group Invesco Strategic Technology Fund 2,776,303 None
Morley Capital Management Morley Stable Value Fund 3,376,175 None
Charles Schwab Investment Schwab S&P 500 Index Fund
Management 1,412,784 None
Smith Breeden Associates Smith Breeden U.S. Equity Market Plus Fund 5,960,453 None
Allen Telecom Inc. Stock Liquidity Fund 1,784,197 None
Allen Telecom Inc. Allen Telecom Inc. Common Stock Fund 3,653,166 None
Fidelity Management & Research Fidelity Equity Income Fund 6,964,467 None
Fidelity Management & Research Fidelity Retirement Growth Fund 6,326,102 None
Morley Capital Management Morley Stable Value Fund 3,066,680 None
Allen Telecom Inc. Stock Liquidity Fund 1,786,912 None
<CAPTION>
CURRENT
VALUE OF NET
COST ASSET ON GAIN
OF TRANSACTION OR
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET ASSETS DATE (LOSS)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
American Century Investment American Century Equity Growth Investment Fund
Management $ 5,168,552 $ 5,168,552 N/A
Smith Breeden Associates Smith Breeden U.S. Equity Market Plus Fund 4,701,195 4,701,195 N/A
Fidelity Management & Research Fidelity Equity Income Fund 3,606,195 5,166,684 $ 1,560,489
Fidelity Management & Research Fidelity Retirement Growth Fund 3,694,111 4,698,535 1,004,424
SERIES OF TRANSACTIONS:
Allen Telecom Inc. Allen Telecom Inc. Common Stock Fund 1,858,405 1,858,405 N/A
American Century Investment American Century Equity Growth Investment Fund
Management 5,878,274 5,878,274 N/A
Invesco Funds Group Invesco Strategic Technology Fund 2,776,303 2,776,303 N/A
Morley Capital Management Morley Stable Value Fund 3,376,175 3,376,175 N/A
Charles Schwab Investment Schwab S&P 500 Index Fund
Management 1,412,784 1,412,784 N/A
Smith Breeden Associates Smith Breeden U.S. Equity Market Plus Fund 5,960,453 5,960,453 N/A
Allen Telecom Inc. Stock Liquidity Fund 1,784,197 1,784,197 N/A
Allen Telecom Inc. Allen Telecom Inc. Common Stock Fund 3,312,026 3,653,166 341,140
Fidelity Management & Research Fidelity Equity Income Fund 4,975,545 6,964,467 1,988,922
Fidelity Management & Research Fidelity Retirement Growth Fund 5,128,112 6,326,102 1,197,990
Morley Capital Management Morley Stable Value Fund 2,942,892 3,066,680 123,787
Allen Telecom Inc. Stock Liquidity Fund 1,786,912 1,786,912 None
</TABLE>
NOTE: Reportable transactions are single transactions or a series of
transactions in the same issue that, when aggregated, are in excess of
5 percent of the current value of beginning Plan assets.
13
<PAGE> 16
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
NAME OF PLAN: ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN COMMITTEE
By: s/s Robert A. Youdelman
-------------------------
Robert A. Youdelman
Committee Member
Date: June 28, 2000
14
<PAGE> 17
EXHIBIT INDEX
ALLEN TELECOM INC.
Exhibit Number
--------------
(23)a Consent of Deloitte & Touche LLP dated June 28, 2000.
(23)b Consent of PricewaterhouseCoopers LLP dated June 28, 2000
15
