SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C.
20549
____________________________________
SCHEDULE
TO
(Rule
14d-100)
TENDER
OFFER STATEMENT UNDER
SECTION 14(d)(1) or 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF
1934
____________________________________
ANDREW
CORPORATION
(Name
of
Subject Company (Issuer))
____________________________________
ANDREW
CORPORATION
((Name
of
Filing Persons (Issuer))
3
1/4% CONVERTIBLE SUBORDINATED NOTES
DUE 2013
(Title
of
Class of Securities)
034425
AA 6
034425
AB 4
(CUSIP
Number of Class of Securities)
Frank
B. Wyatt,
II
Senior
Vice President, General
Counsel and Secretary
CommScope,
Inc.
1100
CommScope Place,
SE
P.O.
Box
339
Hickory,
North Carolina
28602
(828)
324-2200
(Name,
Address and Telephone Number of Persons Authorized to Receive
Notices
and
Communications on Behalf of the Persoon(s) Filing Statement)
With
a
Copy to:
Lois
Herzeca, Esq.
Fried,
Frank, Harris, Shriver & Jacobson LLP
One
New York Plaza
New
York, New York 10004
(212)
859-8000
_________________________________________
CALCULATION
OF FILING
FEE
|
Transaction
Valuation1
|
|
Amount
of Filing Fee2
|
|
$167,082,678.75
|
|
$6,567
|
1. Calculated solely
for purposes
of determining the filing fee. Based upon the maximum aggregate purchase
price
payable for the 3¼% Convertible Subordinated Notes Due 2013 (the “Notes”) in
connection with a designated event repurchase offer pursuant to the Indenture
relating to the Notes, calculated as the sum of (a) $164,411,000 representing
100% of the principal amount of the notes outstanding, plus (b) $2,671,678.75
representing accrued and unpaid interest on the notes through February 14,
2008,
the day prior to the currently anticipated repurchase
date.
2. The
amount of the
filing fee, calculated in accordance with Section 13(e)(3) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), equals $39.30 per $1,000,000
of the value of securities proposed to be
purchased.
¨
Check
the
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
Amount
Previously Paid:
N/A
Filing Party: N/A
Form
or
Registration No.:
N/A
Date Filed: N/A
¨ Check
the
box if the filing relates solely to preliminary communications made before
the
commencement of a tender offer.
Check
the
appropriate boxes to designate any transactions to which the statement
relates:
¨ third-party
tender offer subject to Rule
14d-1.
¨ going-private
transaction subject to Rule 13e-3.
ý issuer
tender offer subject to Rule
13e-4.
¨ amendment
to Schedule 13D under Rule 13d-2.
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
INTRODUCTION
Pursuant
to the
terms of and subject to the conditions set forth in the Indenture, dated
as of
August 8, 2003, between Andrew Corporation, a Delaware corporation (“Andrew”),
and The Bank of New York Trust Company, N.A., formerly known as BNY Midwest
Trust Company, as trustee (the “Trustee”), as amended and supplemented by the
First Supplemental Indenture dated as of December 27, 2007 (the “Supplemental
Indenture”) between Andrew and the Trustee (as so amended and supplemented, the
“Indenture”), governing the 3¼% Convertible Subordinated Notes due 2013 issued
by Andrew (the “Notes”), this Tender Offer Statement on Schedule TO (“Schedule
TO”) is filed by Andrew, with respect to the right of each holder (the “Holder”)
of the Notes to sell, and the obligation of Andrew to purchase, the Notes
pursuant to the terms and conditions of the notice of designated event and
offer
to purchase dated January 10, 2008 (as may be amended and supplemented from
time
to time, the “Offer to Purchase”) attached hereto as Exhibit (a)(1), the
Indenture and the Notes (the “Offer”). A Designated Event (as defined in the
Indenture) occurred on December 27, 2007 when DJRoss, Inc., a Delaware
corporation (“DJRoss”) and a wholly-owned subsidiary of CommScope, Inc.
(“CommScope”), merged with and into Andrew with Andrew surviving as an indirect
wholly-owned subsidiary of CommScope (the “Merger”). As a result of
the Merger, the Notes ceased to be convertible into shares of Andrew common
stock and became convertible into a combination of cash and shares of CommScope
common stock, par value $0.01 per share (“CommScope Common
Stock”).
The
Offer
will expire at 5:00 p.m. New York City time, on February 15, 2008 unless
extended or earlier terminated.
All
of
the information set forth in the Offer to Purchase is incorporated herein
in
response to Items 1 through 11 of this Schedule TO except for those Items
as to
which information is specifically provided herein.
Item
1.
Summary
Term
Sheet.
The
information set forth in the “Summary Term
Sheet” of the Offer to Purchase is incorporated herein by reference.
Item
2.
Subject
Company Information.
(a) Name
and
Address. The name of the issuer is Andrew Corporation. The address of the
principal executive offices of Andrew is 1100 CommScope Place, SE, P.O. Box
339,
Hickory, North Carolina 28602. Andrew’s telephone number is (828) 324-2200.
Andrew is an indirect wholly-owned subsidiary of CommScope. The address of
the
principal executive offices of CommScope is 1100 CommScope Place, SE, P.O.
Box
339, Hickory, North Carolina 28602. CommScope’s telephone number is
(828) 324-2200.
(b) Notes.The
securities that
are the subject of the Offer are Andrew’s 3¼% Convertible Subordinated Notes due
2013 (CUSIP No.: 034425 AA 6 and CUSIP No.: 034425 AB 4) . As of January
9, 2008
there was $164,411,000 in aggregate principal amount of the Notes outstanding.
Each $1,000 principal amount of Notes is convertible (subject to the
satisfaction of certain conversion conditions set forth in the Indenture)
into
$986.15 in cash and 2.304159 shares of CommScope Common Stock (subject
to
adjustment from time to time and payments for fractional shares as provided
in
the Indenture).
(c) Trading
Market
and Price. The information set forth in “Price Range of the Notes and
Common Stock; Dividends” of the Offer to Purchase is incorporated herein by
reference.
Item
3.
Identity
and Background of Filing
Person.
(a) Name
and Address.
This is an issuer tender
offer. Andrew is both a filing person and the subject company of this Schedule
TO. Andrew is an indirect wholly-owned subsidiary of CommScope. The
business address and business telephone number of Andrew are set forth under
Item 2(a) above and are incorporated herein by reference.
As
of the
date of this Schedule TO, listed below are (i) each executive officer and
director of Andrew, (ii) each person controlling Andrew, and (iii) each
executive officer and director of any corporation or other person ultimately
in
control of Andrew.
(i)
Each Executive Officer and Director
of Andrew Corporation:
|
Name*
|
Position
|
|
_______________________________________
|
________________________________________________
|
|
Jearld
L. Leonhardt
|
Director,
Executive Vice President and Chief Financial Officer
|
|
Frank
B. Wyatt, II
|
Director,
Senior Vice President, General Counsel and Secretary
|
|
Brian
D. Garrett
|
President
and Chief Operating Officer
|
|
Christopher
A. Story
|
Executive
Vice President
|
|
Edward
A. Hally
|
Executive
Vice President
|
|
Marvin
S. Edwards, Jr.
|
Executive
Vice President
|
|
William
R. Gooden
|
Senior
Vice President and Controller
|
(ii)
Each Person
Controlling Andrew:
CommScope,
Inc. of North Carolina is the
sole shareholder of Andrew Corporation.
CommScope,
Inc. is the sole shareholder
of CommScope, Inc. of North Carolina.
(iii)
Each Executive Officer and
Director of CommScope, Inc.:
|
Name*
|
Position
|
|
_______________________________________
|
________________________________________________
|
|
Frank
M. Drendel
|
Director,
Chairman, and Chief Executive Officer
|
|
Brian
D. Garrett
|
President
and Chief Operating Officer
|
|
Jearld
L. Leonhardt
|
Executive
Vice President and Chief Financial Officer
|
|
Randall
W. Crenshaw
|
Executive
Vice President
|
|
Marvin
S. Edwards, Jr.
|
Executive
Vice President
|
| Edward
A. Hally |
Executive
Vice President |
|
James
R. Hughes
|
Executive Vice
President
|
|
Christopher
A. Story
|
Executive
Vice President
|
|
Frank
B. Wyatt, II
|
Senior Vice
President, General Counsel and Secretary
|
|
William
R. Gooden
|
Senior
Vice President and Controller
|
|
Boyd
L. George
|
Director
|
|
George
N. Hutton, Jr.
|
Director
|
|
Katsuhiko
(Kat) Okubo
|
Director
|
|
Richard
C. Smith
|
Director
|
|
June
E. Travis
|
Director
|
|
James
N. Whitson
|
Director
|
* The
business address and telephone number of such persons is c/o CommScope, Inc.,
1100 CommScope Place, SE, P.O. Box 339, Hickory, North Carolina 28602, (828)
324-2200.
Item
4.
Terms
of the Transaction.
(a) Material
Terms.
(1)(i)—(iii),
(v)—(viii), (xii) The information set forth in the “Summary Term Sheet,”
“Introduction,” “Terms of the Offer,” “Acceptance of Notes for Payment,”
“Expiration, Extension, Amendment, Termination or Withdrawal of the Offer,”
“Procedures for Tendering Notes,” “Withdrawal of Tenders,” “Conditions of the
Offer” and “United States Federal Income Tax Consequences” of the Offer to
Purchase is incorporated herein by reference.
(1)(iv),
(ix)—(xi) Not Applicable.
(2)
Not
Applicable.
(b) Purchases.
Andrew will not
purchase any Notes from any of Andrew’s officers, directors or affiliates
pursuant to the Offer.
Item
5.
Past
Contacts, Transactions,
Negotiations and Arrangements.
(e) Agreements
Involving the Subject
Company’s Notes. Andrew is party to the following
agreements:
(1)
The
Indenture dated August 8, 2003, by and among Andrew and The Bank of
New York
Trust Company, N.A., formerly known as BNY Midwest Trust Company, as
Trustee for
the 3¼% Convertible Subordinated Notes due 2013. As a result of the
Merger, Andrew is now required to offer to repurchase the Notes from
the
Holders.
(2)
The
First Supplemental Indenture dated December 27, 2007, by and among
Andrew and
The Bank of New York Trust Company, N.A., as Trustee, for the 3¼% Convertible
Subordinated Notes due 2013. Under the Supplemental Indenture, each
$1,000 in
principal amount of Notes is convertible (subject to the satisfaction
of certain
conversion conditions set forth in the Indenture) into (i) $986.15
in cash and
(ii) 2.304159 shares of CommScope Common Stock (subject to adjustment
from time
to time and payments for fractional shares as provided in the
Indenture).
(3)
The
Registration Rights Agreement dated as of August 8, 2003 between Andrew
Corporation, Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC, and Citigroup Global Markets Inc.
Item
6.
Purposes
of the Transaction and Plans
or Proposals.
(a) Purposes.
The
information set
forth in “Purpose of the Offer” of the Offer to Purchase is incorporated herein
by reference.
(b) Use
of
Securities Acquired. Any Notes purchased pursuant to the Offer
will be cancelled and retired.
(c) Plans.
The information set
forth in “Plans or Proposals of the Company” of the Offer to Purchase is
incorporated herein by reference.
Item
7. Source
and Amount of Funds or Other
Consideration.
(a) Source
of Funds. The
information set forth in “Source and Amount of Funds” of the Offer to Purchase
is incorporated herein by reference.
(b)
Material
Conditions to
Financing. The information set forth in “Source and Amount of Funds” of
the Offer to Purchase is incorporated herein by reference.
(d) Borrowed
Funds. The
information set forth in “Source and Amount of Funds” of the Offer to Purchase
is incorporated herein by reference. CommScope and Andrew do not
currently have any plans or arrangements to finance or repay any loans set
forth
in “Source and Amount of Funds” of the Offer to Purchase except according to
their terms.
Item
8.
Interest
in Securities of the Subject
Company.
(a) Securities
Ownership. No
Notes are beneficially owned by any person identified in Item 3 of this Schedule
TO or any associate or majority owned subsidiary of those persons.
(b) Securities
Transaction. No
person identified in Item 3 of this Schedule TO, no associate or majority owned
subsidiary of Andrew and no director or executive officer of any subsidiary
of
Andrew has engaged in any transaction in the Notes during the 60 days preceding
the date of this Schedule TO.
Item
9.
Persons/Assets,
Retained, Employed,
Compensated or Used.
(a) Solicitations
and Recommendations.
The information set forth in “Fees and Expenses; Solicitations” of the
Offer to Purchase is incorporated herein by reference.
Item
10. Financial
Statements.
Financial
statement information is not required.
Item
11.
Additional
Information.
(a) Agreements,
Regulatory Requirements
and Legal Proceedings.
(1)
There
are no material agreements, arrangements, understandings or relationships
between Andrew and any of their respective executive officers, directors,
controlling persons or subsidiaries that are material to a Holder’s decision
whether to sell, tender or hold the Notes.
(2)
To
the best knowledge of Andrew after reasonable investigation, there are no
applicable regulatory requirements that must be complied with or approvals
that
must be obtained in connection with the tender offer that are material to
a
Holder’s decision whether to sell, tender or hold the Notes.
(3)
There
are no applicable anti-trust laws that are material to a Holder’s decision
whether to sell, tender or hold the Notes.
(4)
There
are no margin requirements under Section 7 of the Exchange Act and its
applicable regulations that are material to a Holder’s decision whether to sell,
tender or hold the Notes.
(5)
There
are no material pending legal proceedings relating to the Offer that are
material to a Holder’s decision whether to sell, tender or hold the
Notes.
(b) Other
Material Information.
The information set forth in the Offer to Purchase is incorporated
herein
by reference.
Item
12.
Exhibits.
(a)(1)(A) Notice
of Designated Event and Offer to Purchase dated January 10,
2008.*
(a)(5)(A) Press
release of CommScope and Andrew dated December 27, 2007 (Previously filed
pursuant to Rule 13e-4(c) under the Exchange Act as Exhibit 99.1 on CommScope’s
Current Report on Form 8-K filed with the SEC on December 28,
2007).
(a)(5)(B) Press
release of CommScope and Andrew dated January 10, 2008 announcing the
commencement of the Offer.*
(b) Credit
Agreement, dated as of December 27, 2007, by and among CommScope, Bank of
America, as Administrative Agent, Swing Line Lender and L/C Issuer, the Other
Lenders Party thereto, Banc of America Securities LLC, and Wachovia Capital
Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, Wachovia Bank,
National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., Mizuho
Corporate Bank, LTD. and Calyon New York Branch, as Co-Documentation Agents
(Incorporated by reference to CommScope’s Current Report on Form 8-K filed with
the SEC on December 28, 2007).
(d)(1) Indenture
dated August 8, 2003 by and among Andrew and The Bank of New York Trust Company,
N.A., formerly known as BNY Midwest Trust Company, as Trustee for the 3¼ %
Convertible Subordinated Notes due 2013. (Incorporated by reference to
CommScope’s Current Report on Form 8-K filed with the SEC on December 28,
2007).
(d)(2) Supplemental
Indenture dated December 27, 2007, by and among Andrew and The Bank of New
York
Trust Company, N.A., as Trustee for the 3¼% Convertible Subordinated Notes due
2013. (Incorporated by reference to CommScope’s Current Report on
Form 8-K filed with the SEC on December 28, 2007).
(d)(3) Registration
Rights Agreement dated as of August 8, 2003 between Andrew Corporation, Morgan
Stanley & Co. Incorporated, Banc of America Securities LLC, and Citigroup
Global Markets Inc. *
(g) Not
applicable.
(h) Not
applicable.
*
Filed herewith.
Item
13.
Information Required by Schedule 13E-3.
(a) Not
applicable.
SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and
correct.
Dated:
January 10, 2008
|
ANDREW
CORPORATION
|
|
| |
|
| |
|
|
By: /s/
Frank B. Wyatt,
II
|
|
|
Name:
Frank B. Wyatt,
II
|
|
|
Title:
Senior Vice President, General Counsel and
Secretary
|
|
INDEX
TO EXHIBITS
|
Exhibit
Number
|
Description
|
|
(a)(1)
|
Notice
of Designated Event and Offer to Purchase dated January 10,
2008*
|
|
(a)(5)(A)
|
Press
release of CommScope and Andrew dated December 27, 2007 (Previously
filed
pursuant to Rule 13e-4(c) under the Exchange Act as Exhibit 99.1
on
CommScope’s Current Report on Form 8-K filed with the SEC on December 28,
2007).
|
|
(a)(5)(B)
|
Press
release of CommScope and Andrew dated January 10, 2008 announcing
the
commencement of the Offer.*
|
|
(b)
|
Credit
Agreement, dated as of December 27, 2007, by and among CommScope,
Bank of
America, as Administrative Agent, Swing Line Lender and L/C Issuer,
the
Other Lenders Party thereto, Banc of America Securities LLC, and
Wachovia
Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners,
Wachovia Bank, National Association, as Syndication Agent, JPMorgan
Chase
Bank, N.A., Mizuho Corporate Bank, LTD. and Calyon New York Branch,
as
Co-Documentation Agents (Incorporated by reference to CommScope’s Current
Report on Form 8-K filed with the SEC on December 28, 2007).
|
|
(d)(1)
|
Indenture
dated August 8, 2003 by and among Andrew and BNY Midwest Trust Company,
as
Trustee for the 3¼ % Convertible Subordinated Notes due 2013.
(Incorporated by reference to CommScope’s Current Report on Form 8-K filed
with the SEC on December 28, 2007).
|
|
(d)(2)
|
Supplemental
Indenture dated December 27, 2007, by and among Andrew and The Bank
of New
York Trust Company, N.A., as Trustee for the 3¼% Convertible Subordinated
Notes due 2013. (Incorporated by reference to CommScope’s
Current Report on Form 8-K filed with the SEC on December 28,
2007).
|
|
(d)(3)
|
Registration
Rights Agreement dated as of August 8, 2003 between Andrew Corporation,
Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, and
Citigroup Global Markets Inc.*
|
*
Filed
herewith