-----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, CG8Wfl6cIpAGvPfmIiTSsAw4znj/S2KbxKFSXTNMFQIDHiceEygMI4Q9Ts6lgYNH 2cc8QJINgaGMZ3ugT4MgIA== 0000906387-96-000030.txt : 19960731 0000906387-96-000030.hdr.sgml : 19960731 ACCESSION NUMBER: 0000906387-96-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960730 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EA INDUSTRIES INC /NJ/ CENTRAL INDEX KEY: 0000313096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 210606484 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34501 FILM NUMBER: 96601203 BUSINESS ADDRESS: STREET 1: 185 MONMOUTH PKWY CITY: WEST LONG BRANCH STATE: NJ ZIP: 07764-9989 BUSINESS PHONE: 9082291100 MAIL ADDRESS: STREET 1: 185 MONMOUTH PARKWAY CITY: WEST LONG BRANCH STATE: NJ ZIP: 07764-9989 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC ASSOCIATES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001018103 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 LONG RIDGE ROAD CITY: STANDFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2036142000 MAIL ADDRESS: STREET 1: 777 LONG RIDGE ROAD CITY: STANFORD STATE: CT ZIP: 06902 SC 13D 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response. . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EA Industries, Inc. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 26822P105 (CUSIP Number) Steven A. Cohen, 777 Long Ridge Road, Stamford, Connecticut 06902, (203) 614-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 26822P105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven A. Cohen 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 533,100 8 SHARED VOTING POWER 871,000 9 SOLE DISPOSITIVE POWER 533,100 10 SHARED DISPOSITIVE POWER 871,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,404,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.05% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 26822P105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.A.C. Capital Advisors, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 871,000 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 871,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 871,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99% 14 TYPE OF REPORTING PERSON* OO Item 1. Security and Issuer This Schedule 13D, filed July 31, 1996, by Steven A. Cohen ("Cohen") and S.A.C. Capital Advisors, LLC, a Delaware limited liability company ("SAC Advisors" and, together with Cohen, the "Reporting Persons"), relates to the shares of common stock, no par value per share (the "Shares") of EA Industries, Inc., a New Jersey corporation (the "Company"), with its principal executive offices located at 185 Monmouth Parkway, West Long Branch, New Jersey 07764-9989. Item 2. Identity and Background Mr. Cohen's principal occupation is as an investment manager. He is a citizen of the United States of America. SAC Advisors, a Delaware limited liability company, engages in the active trading of securities and, to a lesser extent, commodity interests on a discretionary basis on behalf of various entities. Mr. Cohen is the Managing Member, President, and Chief Executive Officer of SAC Advisors. The other officers of SAC Advisors, each of whom is a citizen of the United States of America, are Scott J. Lederman, Executive Vice President and Secretary, Barry M. Skalka, Executive Vice President and Treasurer and Terence E. Fox, Executive Vice President. The principal business address of each of the Reporting Persons, Mr. Lederman, Mr. Skalka and Mr. Fox is 777 Long Ridge Road, Stamford, Connecticut 06902. None of the Reporting Persons, Mr. Lederman, Mr. Skalka or Mr. Fox have during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor have any of them been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or subjected any of them to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The aggregate amount of funds (including commissions) required by the Reporting Persons to purchase the Shares owned beneficially by them was as follows: Steven A. Cohen $ 1,529,505 SAC Advisors $ 4,488,502 The Shares beneficially owned by SAC Advisors are directly owned by S.A.C. Capital Associates, LLC, an Anguillan limited liability company ("SAC Associates"). SAC Associates is not listed as a Reporting Person on this Schedule 13D because all voting power and investment power (as defined in Rule 13d-3) has been vested with SAC Advisors pursuant to an Investment Management Agreement between SAC Advisors and SAC Associates entered into as of January 2, 1996. All funds used by SAC Advisors to purchase the Shares directly owned by SAC Associates were derived from SAC Associates' working capital and all funds used by Cohen to purchase the shares directly owned by him were derived from personal funds. Such funds may include margin debt incurred from time to time in the ordinary course of business pursuant to customary margin agreements with Spear, Leeds & Kellogg. Item 4. Purpose of Transaction The Reporting Persons acquired the Shares for the purpose of investment because they believe the Shares represented a favorable investment opportunity. The Reporting Persons are evaluating and will continue to evaluate the investment potential of the Shares. Depending on various factors including the results of such evaluation, the Company's business prospects and financial position, other developments concerning the Company, the price level of the Shares, available opportunities to acquire or dispose of Shares or realize trading profits, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and developments relating to its business, the Reporting Persons may in the future take such actions with respect to such holdings in the Company as they deem appropriate in light of circumstances existing from time to time. Such actions may include the purchase of additional Shares in the open market, through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market, through privately negotiated transactions with third parties or otherwise, of all or a portion of the Shares now owned or hereafter acquired. Except as set forth above, as of the date of this Schedule, none of the Reporting Persons or the entities and individuals described in Item 2 above has any plans or proposals which would result in or relate to any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) The Reporting Persons beneficially own 1,404,100 Shares representing 8.05% of the 17,432,027 Shares reported by the Company as outstanding as of March 30, 1996. (b) As the Managing Member of SAC Advisors, Mr. Cohen shares with SAC Advisors the power to vote and dispose of all of the Shares owned beneficially by SAC Advisors. None of the entities or individuals described in Item 2 other than the Reporting Persons has the power to vote or direct the vote, or dispose or direct the disposition of, the Shares. (c) Except as set forth in Annex 1 hereto, no transactions in Shares were effected during the past 60 days by the Reporting Persons. (d) SAC Associates has the right to receive dividends from, or the proceeds from the sale of, the Shares beneficially owned by SAC Advisors. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the Investment Management Agreement and the margin agreements described in Item 3, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits No exhibits are required to be filed. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 31, 1996 /s/ STEVEN COHEN - -------------------------- Steven A. Cohen S.A.C. Capital Advisors, LLC By: /s/ STEVEN A. COHEN ----------------------- Steven A. Cohen, its Managing Member ANNEX 1 Transactions by Reporting Person in Common Stock of EA Industries, Inc., Inc. within 60 days of July 23, 1996 Number of Shares Average Price Trade Date Bought/(Sold) (1) per Share (2) - ---------- ----------------- -------------- Steven A. Cohen July 23, 1996 500,000 2.875 July 23, 1996 10,000 2.625 July 23, 1996 23,100 2.625 SAC Advisors May 30, 1996 2,500 4.750 May 30, 1996 17,500 4.875 May 31, 1996 20,000 5.125 May 31, 1996 25,000 5.125 May 31, 1996 (41,700) 5.000 May 31, 1996 25,000 5.250 June 3, 1996 30,000 5.000 June 3, 1996 8,700 5.000 June 13, 1996 25,000 4.750 June 13, 1996 25,000 4.750 June 28, 1996 1,000 4.125 (1) Unless otherwise indicated, all transactions were effected on the New York Stock Exchange. (2) Prices exclude commission -----END PRIVACY-ENHANCED MESSAGE-----