SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Antenna Products, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
036728103000
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(CUSIP Number)
Edward A. Onders
BAE SYSTEMS Aerospace Inc.
One Hazeltine Way
Greenlawn, NY 11740
(631) 262-8201
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 1, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
<PAGE>
SCHEDULE 13D
CUSIP No. 036728103000
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BAE SYSTEMS Aerospace Inc.
I.R.S. No. EIN 06-1230719
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 165,888
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH O
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 165,888
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,888
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.77%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par
value $.01 per share ("Common Stock"), of Antenna Products, Inc. ("Issuer"), a
Delaware corporation, whose principal executive office is located at 1209
Orange Street, Wilmington, Delaware 19801.
Item 2. Identity and Background.
The person filing this statement is BAE SYSTEMS Aerospace Inc.
("BSAI"), a Delaware corporation whose principal office and principal business
address is 164 Totowa Road, Wayne, New Jersey 07474, and which is an indirect,
wholly-owned subsidiary of BAE SYSTEMS plc of Farnborough, Hampshire, England.
During the last five years, neither BSAI nor, to the knowledge of
BSAI, any executive officer or director of BSAI, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
The attached Schedule I is a list of the directors and executive
officers of BSAI which contains the following information with respect to each
such person:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
Each person identified on Schedule I hereto is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The information presented in Item 4 below is incorporated herein by
reference.
Item 4. Purpose of Transaction.
The shares of Common Stock were acquired by BSAI as partial payment
of the purchase price paid by the Issuer in acquiring certain of the assets of
BAE SYSTEMS Aerospace Inc., Advanced Systems ("Advanced Systems"), an
operating unit of BSAI. Depending on market conditions in the future, after
one year, BSAI intends from time to time to sell any or all such shares.
Item 5. Interest in Securities of the Issuer.
(a) As of May 1, 2000, BSAI beneficially owned 165,888 shares of
Common Stock, representing 7.77% of the 2,135,728 shares of
Common Stock reported as outstanding.
(b) The information presented in Items 7 through 10 of the cover
sheet to this Schedule 13D is incorporated herein by reference.
<PAGE>
(c) BSAI received beneficial ownership of all its shares of Common
Stock on May 1, 2000, in exchange for the transfer of certain
assets of Advanced Systems to the Issuer.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information presented in Items 3, 4 and 5 above is incorporated
herein by reference.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: May 9, 2000 BAE SYSTEMS AEROSPACE INC.,
by /s/ EDWARD A. ONDERS
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Name: Edward A. Onders
Title: Assistant Secretary
<PAGE>
Schedule I
Name, Business Address, and Present
Principal Occupation or Employment of
the Directors and Executive Officers
of BAE SYSTEMS Aerospace Inc.
Directors and Present Principal
Executive Officers Business Address Occupation
Mark Ronald 1601 Research Boulevard President and Chief
(Director) Rockville, MD 20850 Executive Officer, BAE
SYSTEMS North America
Inc.
John A. Currier 1601 Research Boulevard Vice President, Contracts
(Director) Rockville, MD 20850 and Compliance, and
Secretary, BAE
SYSTEMS North America
Inc.
George R. Melton 6500 Tracor Lane President and Chief
Austin, TX 78725 Executive Officer, BAE
SYSTEMS Aerospace
Sector
Jeffrey L. Markel 164 Totowa Road President, BAE
Wayne, NJ 07474 SYSTEMS Aerospace
Inc., CNI
Raymond E. One Hazeltine Way President, BAE
Daugherty Greenlawn, NY 11740 SYSTEMS Aerospace
Inc., Advanced Systems
Richard P. 6500 Tracor Lane Vice President, Finance,
Williamson Austin, TX 78725 BAE SYSTEMS
Aerospace Sector
Susan Finkel 6500 Tracor Lane Vice President and General
Austin, TX 78725 Counsel, BAE SYSTEMS
Aerospace Sector
Robert Murphy 1601 Research Boulevard Vice President, Finance,
Rockville, MD 20850 and Chief Financial
Officer, BAE SYSTEMS
North America Inc.
<PAGE>
Directors and Present Principal
Executive Officers Business Address Occupation
Trudy A. Downing 164 Totowa Road Vice President and General
Wayne, NJ 07474 Counsel, BAE SYSTEMS
Aerospace Inc., CNI
Edward A. Onders One Hazeltine Way Vice President, Law and
Greenlawn, NY 11740 Contracts, BAE
SYSTEMS Aerospace
Inc., Advanced Systems
