UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~May~~Date of Report (Date of earliest event reported): June 3126, 2007

~~Date~~ANDREW ~~of Report (Date of earliest event reported)~~ CORPORATION

Andrew Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-14617	36-2092797
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3 Westbrook Corporate Center, Suite 900, Westchester, ~~Illinois~~IL 60154

(Address, including zip code, of principal executive offices) ~~(Zip Code)~~

(708) 236-6600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ x Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.~~02.~~01 ~~Termination~~Entry ofinto a Material Definitive Agreement.

~~The~~On ~~disclosure~~June in26, ~~Item 7~~2007, Andrew Corporation (“Andrew”) entered into a definitive merger agreement with CommScope, Inc.01 ~~below~~(“CommScope”) and ~~under~~DJRoss, Inc. (“Merger Sub”), providing for the ~~caption~~merger ~~“Developments~~of ~~Regarding~~Merger ~~Previously~~Sub, ~~Announced~~a ~~Sale~~wholly-owned indirect subsidiary of ~~Orland~~CommScope, ~~Park~~with ~~Facility”~~and isinto ~~incorporated~~Andrew, ~~herein~~with byAndrew ~~reference.~~continuing as the surviving corporation and a wholly-owned indirect subsidiary of CommScope.

~~Item~~Under 7the terms of the merger agreement, upon the consummation of the merger, each share of common stock of Andrew issued and outstanding immediately prior to the effective time of the merger, other than shares of Andrew common stock which are held by (i) Andrew as treasury stock or (ii) any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be converted into the right to receive (a) $13.0150 in cash, plus (b) at CommScope’s election, in its sole discretion, by written notice to Andrew at least two business days before the Closing Date of the merger, either (i) $1.50 ~~Regulation~~in FDcash, ~~Disclosure~~(ii) a fraction of a share of CommScope common stock with a value of $1.50 (based on the volume weighted average closing price of CommScope common stock during the ten trading days ending two trading days prior to the effective time of the merger), or (iii) a combination of cash and a fraction of a share of CommScope common stock together equaling $1.50.

~~Developments~~The merger ~~Regarding~~agreement ~~Previously~~also ~~Announced~~contains ~~Sale~~certain termination rights for both CommScope and Andrew. Under certain circumstances, including if the board of ~~Orland~~directors ~~Park~~of ~~Facility~~Andrew recommends a superior proposal to its stockholders and terminates the merger agreement as a result thereof, Andrew will be required to pay CommScope a termination fee of $75 million.

AsThe ~~previously~~completion ~~reported,~~ of the ~~company~~merger, ~~entered~~which ~~into~~is aexpected ~~contract~~ to ~~sell~~occur ~~its former~~by ~~Orland~~the ~~Park,~~end ~~Illinois~~of ~~manufacturing~~2007, ~~and~~is ~~corporate~~subject ~~headquarters~~to customary onclosing ~~August 29~~conditions, ~~2005.~~including ~~Under~~ the ~~agreement,~~approval asby ~~amended,~~Andrew’s stockholders of the ~~purchaser~~merger ~~deposited $2.5 million as earnest money~~ and ~~the~~merger ~~company~~agreement, ~~expected proceeds from~~ the ~~sale~~receipt toof beantitrust ~~approximately~~and other ~~$26~~regulatory ~~million.~~approvals ~~The~~or ~~transaction~~decisions ~~was~~(including ~~expected~~under tothe ~~close~~Hart-Scott-Rodino Antitrust inImprovements ~~two~~Act ~~phases.~~and ~~The~~the ~~first~~competition ~~phase~~statutes ~~closed~~of incertain ~~fiscal~~other jurisdictions), ~~2006~~ and ~~involved~~ the ~~sale~~absence of a ~~portion~~material ofadverse ~~the~~change ~~land.~~with respect to Andrew. The ~~second~~completion ~~phase~~ of the ~~transaction,~~merger ~~which~~is not ~~was~~conditioned toon ~~include~~ the ~~sale~~receipt of ~~the~~financing ~~company’s~~by ~~Orland Park, Illinois facility for $16~~CommScope.~~5 million, was expected to close in fiscal 2007.~~

OnThe ~~May 31,~~respective ~~2007,~~boards ~~the scheduled closing date for the second phase~~ of ~~the~~directors ~~transaction, the purchaser did not close as required. As a consequence~~ of ~~the~~CommScope ~~default,~~and Andrew ~~the~~have ~~purchaser~~unanimously ~~forfeited~~approved the ~~$2.5~~merger ~~million of earnest money~~ and ~~refunded to~~ the ~~company~~merger ~~approximately $1~~agreement.1 ~~million of unused funds from a $1.7~~Andrew ~~million~~has ~~escrow~~agreed that ~~was~~its ~~created~~board ~~upon the closing~~ of ~~the~~directors ~~first~~will ~~phase~~recommend to beits ~~used~~stockholders ~~by the purchaser for potential environmental remediation. These funds were paid by the escrow agent to the company on June 1, 2007. The company plans to initiate~~that ~~efforts~~they toapprove ~~sell~~ the ~~remaining~~merger ~~Orland~~agreement ~~Park~~and ~~property as promptly as practicable. There can be no assurance as to~~ the ~~terms, timing or consummation of any such sale transaction~~merger.

The foregoing description of the merger agreement, asdoes not ~~amended,~~purport to be complete and is qualified in its entirety by reference to the merger ~~full~~agreement, ~~text~~which ofis filed as Exhibit 2.1 hereto and incorporated into this report by reference. The merger agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about CommScope or Andrew. In particular, the assertions ~~Purchase~~embodied in the representations and ~~Sale~~warranties ~~Agreement~~contained in the merger agreement are qualified by information in confidential disclosure schedules provided by Andrew and CommScope to each other in connection with the signing of the ~~amendment~~merger ~~thereto~~agreement. ~~previously~~These ~~filed~~disclosure asschedules ~~exhibits~~contain ~~99.1~~information that modifies, qualifies and ~~99.2~~creates exceptions to the ~~company’s~~representations ~~Form~~and warranties ~~8-K~~set ~~filed~~forth ~~with~~in the ~~SEC~~merger onagreement. ~~December 2~~Moreover, ~~2005.~~certain representations and warranties in the merger

~~Fiscal 2007 Outlook~~ 2

~~The~~agreement ~~company~~were ~~previously~~used ~~reported in its May 3, 2007 earnings release under the~~for ~~caption “Fiscal 2007 Outlook” that it expected a $0.06 per share gain in~~ the ~~fiscal~~purpose ~~third~~of ~~quarter~~allocating ~~from~~risk ~~the~~between ~~second~~CommScope ~~phase~~and ofAndrew ~~the~~rather ~~sale~~than establishing ofmatters ~~the~~as ~~Orland Park property~~fact. AsAccordingly, ainvestors ~~result~~should ofnot ~~the~~rely ~~purchaser’s~~on ~~failure to close,~~ the ~~company now expects~~ torepresentations ~~record~~and awarranties ~~gain of $0.02 per share~~ in ~~its~~the ~~fiscal~~merger ~~third~~agreement ~~quarter~~as ~~related~~characterizations to of the ~~earnest~~actual ~~money,~~state ~~instead~~ of ~~the~~facts ~~previously~~about ~~expected~~CommScope ~~$0.06~~or ~~per share gain~~Andrew. ~~The foregoing change in estimate has no impact on the company’s previous non-GAAP fiscal 2007 earnings guidance.~~

OnIn ~~June 6~~addition, ~~2007,~~a ~~the~~copy ~~company~~of ~~issued~~ a press release ~~related~~announcing to the ~~sale of the Orland Park facility. A copy of the~~ ~~press~~merger ~~release~~ is ~~furnished~~attached hereto as Exhibit 99.1 ~~to this Current Report on Form 8-K~~ and is incorporated ~~by reference~~ into this ~~Item 7.01~~report by reference.

*Forward *Looking ~~* *~~ Information

~~Cautionary~~This ~~Statement~~report ~~Regarding~~and ~~Forward~~the exhibits hereto contain forward-~~Looking~~looking statements regarding, among other things, the proposed business combination between CommScope and Andrew and the anticipated consequences and benefits of such transaction, and other financial and operational items relating to CommScope and Andrew. Statements made in the future tense, and statements using words such as “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident” and “scheduled” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond the control of CommScope or Andrew. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Relevant risks and uncertainties relating to the proposed transaction include, but are not limited to: the fact that Andrew may be required to write off a portion of the $412 million of Base Station Subsystems goodwill as a non-cash charge to earnings as reported in Andrew’s quarterly report on Form 10-Q for the period ended March 31, 2007; the risk that required regulatory review and approval may not be obtained in a timely manner, if at all; Andrew’s shareholders may not approve the proposed transaction; the anticipated benefits and synergies of the proposed transaction may not be realized; the integration of Andrew’s operations with CommScope could be materially delayed or may be more costly or difficult than expected; the proposed transaction may not be consummated; legal proceedings may be commenced by or against CommScope or Andrew. Relevant risks and uncertainties generally applicable to CommScope and Andrew include, but are not limited to: changes in cost and availability of key raw materials and the ability to recover these costs from customers through price increases; customer demand for products and the ability to maintain existing business alliances with key customers or distributors; the risk that internal production capacity and that of contract manufacturers may be insufficient to meet customer demand for products; the risk that customers might cancel orders placed or that orders currently placed may affect order levels in the future; continuing consolidation among customers; competitive pricing and acceptance of products; industry competition and the ability to retain customers through product innovation; possible production disruption due to supplier or contract manufacturer bankruptcy, reorganization or restructuring; successful ongoing operation of vertical integration activities; ability to achieve expected sales, growth and earnings goals; costs of protecting or defending intellectual property; ability to obtain capital on commercially reasonable terms; regulatory changes affecting us or the industries we serve. For a more complete description of factors that could cause such a difference, please see CommScope’s filings with the Securities and Exchange Commission (SEC), which are available on CommScope’s website or at www.sec.gov, and Andrew’s filings with the SEC, which are available on Andrew’s website or at www.sec.gov. In providing forward-looking statements,

Statements in this document that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by words such as “may,” “will,” “should,” “would”, “expect,” “project,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “outlook” or “continue,” the negative of these terms or other similar expressions and include, among others, statements in the introduction and statements under the caption “Fiscal 2007 Outlook”. Forward-looking statements are based on currently available information and involve risks, uncertainties and 3

-neither 2CommScope -nor Andrew intends, and neither undertakes any duty or obligation, to update these statements as a result of new information, future events or otherwise.

Additional assumptions, many of which are beyond the company’s control, which could cause actual results to differ materially from those expected. Factors that may cause actual results to differ from expected results include fluctuations in commodity costs, the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the terms, timing and consummation of the intended divestiture of the company’s Satcom business, the effects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in foreign currency exchange rates, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one or more significant customers and other business factors. Further information on these and other risks and uncertainties is provided under Item 1A “Risk Factors” in the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which is incorporated herein by reference, and elsewhere in reports that the company files or furnishes with the SEC. The company cannot guarantee future results, levels of activity, performance or achievement. Recognize these forward-looking statements for what they are; do not rely on them as facts. This release speaks only as of its date, and the company disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise. Information

~~Item~~In ~~9.01~~connection ~~Financial~~with ~~Statements~~the proposed merger, CommScope intends to file a registration statement with the Securities and ~~Exhibits~~Exchange Commission (SEC) on Form S-4 and CommScope and Andrew expect to mail a proxy statement/ prospectus to Andrew’s stockholders containing information about the merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.

The registration statement and the proxy statement/prospectus will contain important information about CommScope, Andrew, the merger, and related matters. Investors and security holders will be able to obtain free copies of these documents through the web site maintained by the SEC at http://www.sec.gov. In addition to the registration statement and the proxy statement/prospectus, CommScope and Andrew file annual, quarterly, and special reports, proxy statements, and other information with the SEC. Printed copies of these documents can also be obtained free of charge (dother than a reasonable duplicating charge for exhibits to our reports on Form 10-K, Form 10-Q and Form 8-K) ~~Exhibits~~by any stockholder who requests them from either CommScope’s or Andrew’s Investor Relations Department:

99.1 Press release dated June 6, 2007.

Investor Relations	Investor Relations
CommScope, Inc.	Andrew Corporation
1100 CommScope Place, SE	3 Westbrook Corporate Center
P.O. Box 339	Suite 900
Hickory, North Carolina 28602 U.S.A.	Westchester, Illinois 60154 U.S.A.
Phone: (828) 324 2200	Phone: (800) 232 6767
Fax: (828) 982 1708	Fax: (708) 492 3774
E-mail: investor.relations@commscope.com	E-mail: glbwww-contact-
	investrelations@andrew.com

-Participants ~~3 -~~ in Solicitation

~~SIGNATURE~~CommScope, Andrew and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Andrew stockholders in connection with the proposed transaction. Information about CommScope’s directors and executive officers and their ownership of CommScope common stock is set forth in the definitive proxy statement for CommScope’s 2007 annual meeting of stockholders, as filed by CommScope with the SEC on Schedule 14A on March 16, 2007. Information about Andrew’s directors and executive officers and their ownership of Andrew common stock is set forth in the definitive proxy statement for Andrew’s 2007 annual meeting of stockholders, as filed by Andrew with the SEC on Schedule 14A on December 29, 2006. Other information regarding the participants in the proxy solicitation will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ 4

~~ANDREW~~Item ~~CORPORATION By /s/ Marty R~~9.01 ~~Kittrell~~Financial ~~Name:~~Statements ~~Marty R. Kittrell Title: Executive Vice President~~ and ~~Chief Financial Officer~~Exhibits

~~Date: June 6, 2007~~ (d) Exhibits

- 4 -

Exhibit Number		Exhibit Description

2.1		Agreement and Plan of Merger dated as of June 26, 2007, by and among CommScope, Inc., DJRoss, Inc. and Andrew Corporation.

99.1		Press Release dated June 27, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDREW CORPORATION


	By:	/s/ Marty R. Kittrell
	Name:	Marty R. Kittrell
	Title:	Executive Vice President and Chief
		Financial Officer

Dated: June 27, 2007

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger dated as of June 26, 2007, by and among CommScope, Inc., DJRoss, Inc. and Andrew Corporation.

99.1		Press Release dated June 27, 2007

Filing Compare · ANDREW CORP