-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RgkheBu2lFe4b7K2xYIs/ZbDfuWbVj3/wHX/SrnnYozZDbooAqVsoW29FRuss+7u gm7xm7XcX8YVshdtcFB09A== 0000003721-97-000010.txt : 19970501 0000003721-97-000010.hdr.sgml : 19970501 ACCESSION NUMBER: 0000003721-97-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970430 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN GROUP INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 380290950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06016 FILM NUMBER: 97591610 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 10-K/A 1 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 ALLEN TELECOM INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 1996 (Amounts in Thousands)
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 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.
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 EX-99 2 -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 ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1996 1995 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.
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
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) 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.
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
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) 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.
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
Carryforward TransPro Morley Participant Janus Total Common Stock Stable Value Loan Worldwide Sub-Total (From Page 6) Fund Fund Account Fund (To Page 10) 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.
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
Carryforward TransPro Morley Participant Janus Total Common Stock Stable Value Loan Worldwide Sub-Total (From Page 7) Fund Fund Account Fund (To Page 11) 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.
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
Invesco Carryforward Schwab Strategic Total S&P 500 Index Oakmark Technology (From Page 8) Fund Fund Fund Total 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.
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
Carryforward Schwab Strategic Total S&P 500 Index Oakmark Technology (From Page 9) Fund Fund Fund Total 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.
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:
December 31, 1996 1995 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
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. ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - SEE FORM 5500, ITEM 27a DECEMBER 31, 1996
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 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
ALLEN TELECOM INC. EMPLOYEE BEFORE-TAX SAVINGS PLAN SCHEDULE OF REPORTABLE TRANSACTIONS - SEE FORM 5500, ITEM 27d DECEMBER 31, 1996
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) 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
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