-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZRychLZYpsH0fReBGL9A2mPhcfW54Y8Gsx92ICUouAGbfxMNpI/qdG1u0m03HCQo O9TzvTMWrMg9u8CIsu4FDA== 0000906387-95-000032.txt : 19950615 0000906387-95-000032.hdr.sgml : 19950615 ACCESSION NUMBER: 0000906387-95-000032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950614 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANDROS INC CENTRAL INDEX KEY: 0000352425 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 941674541 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39222 FILM NUMBER: 95547146 BUSINESS ADDRESS: STREET 1: 2332 FOURTH ST CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 5108495700 MAIL ADDRESS: STREET 1: 2332 FOURTH STREET CITY: BERKELEY STATE: CA ZIP: 94710 FORMER COMPANY: FORMER CONFORMED NAME: ANDROS ANALYZERS INC DATE OF NAME CHANGE: 19901210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC CAPITAL MANAGEMENT LP ET AL CENTRAL INDEX KEY: 0000891503 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 Andros Incorporated (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 0000345281 (CUSIP Number) Steven A. Cohen, 520 Madison Avenue - 7th Floor, New York, New York 10022 (212) 826-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 1995 (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). SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 0000345281 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.A.C. Capital Management, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 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 329,600 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 329,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 329,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27% 14 TYPE OF REPORTING PERSON* PN Item 1. Security and Issuer This Schedule 13D relates to the shares of common stock, $0.01 par value per share (the "Shares") of Andros Incorporated (the "Company") with its principal executive offices located at 2332 Fourth Street, Berkeley, California 94710-2402. Item 2. Identity and Background This Schedule 13D is being filed by S.A.C. Capital Management, L.P., a Delaware limited partnership (the "Reporting Person"). The Reporting Person is an investment partnership engaged primarily in the active trading of securities and, to a lesser extent, in the trading of commodity interests. Steven A. Cohen and S.A.C. Capital Management, Inc., a Delaware corporation ("S.A.C."), are the general partners of the Reporting Person. S.A.C.'s sole shareholder, director, and President is Mr. Cohen. Scott J. Lederman, Barry M. Skalka, and Terence E. Fox are each Executive Vice Presidents of S.A.C. The business offices of the Reporting Person, Mr. Cohen, S.A.C., Mr. Lederman, Mr. Skalka, and Mr. Fox are located at 520 Madison Avenue - 7th Floor, New York, New York 10022. None of the Reporting Person, Mr. Cohen, S.A.C., 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. Mr. Cohen, Mr. Lederman, Mr. Skalka, and Mr. Fox are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration The aggregate amount of funds (including commissions) required by the Reporting Person to purchase the Shares owned directly by it was $5,446,439.31. All funds used by the Reporting Person to purchase the Shares were derived from the Reporting Person's working capital. Such funds may include margin debt incurred from time to time in the ordinary course of business pursuant to a customary margin agreement with Spear, Leeds & Kellogg. Item 4. Purpose of Transaction The Reporting Person acquired the Shares for the purpose of investment because it believes the Shares represented a favorable investment opportunity. The Reporting Person is 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 Person may in the future take such actions with respect to such holdings in the Company as it deems 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, neither the Reporting Person, Mr. Cohen, nor S.A.C. 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 Person beneficially owns 329,600 Shares representing 7.27% of the 4,535,500 Shares reported by the Company as outstanding as of January 29, 1995. (b) As general partners of the Reporting Person, Mr. Cohen and S.A.C. share with the Reporting Person the power to vote and dispose of all the Shares owned directly by the Reporting Person As a result, Mr. Cohen and S.A.C. are deemed to beneficially own the Shares owned by the Reporting Person Mr. Lederman, Mr. Skalka, and Mr. Fox do not beneficially own any Shares other than in their capacities as Executive Vice Presidents of S.A.C. (c) Except as set forth in Annex 1 hereto, no transactions in Shares were effected during the past 60 days by either the Reporting Person, Mr. Cohen or S.A.C. (d) The partners in the Reporting Person have an economic interest in any dividends from, and the proceeds of sales of the Shares owned directly by the Reporting Person (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 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: June 14, 1995 S.A.C. Capital Management L.P. By: S.A.C. Capital Management, Inc. Its General Partner By: /s/ STEVEN A. COHEN _________________________ Steven A. Cohen, President ANNEX 1 Transactions by Reporting Person in Common Stock of Andros Incorporated within 60 days of June 6, 1995 Number of Shares Average Price Trade Date Bought/(Sold) (1) per Share (2) - ----------- ------------------ -------------- 04/11/95 1,800 15.3540 04/12/95 3,000 15.4375 04/13/95 6,000 15.5300 04/17/95 2,500 15.3125 04/18/95 2,500 15.3125 04/18/95 20,000 15.5000 04/18/95 2,200 15.5000 04/26/95 10,000 16.6250 04/26/95 14,000 16.5000 04/27/95 900 16.5000 04/27/95 15,000 16.5833 05/04/95 35,000 16.6250 05/04/95 20,000 16.7500 05/05/95 3,000 16.6250 05/08/95 5,000 16.8750 06/06/95 10,000 16.8750 06/06/95 27,500 16.7500 06/06/95 1,000 16.7500 06/06/95 27,500 16.6875 06/06/95 10,000 16.8750 0606/95 25,200 16.8750 06/07/95 2,000 16.8125 06/07/95 15,000 16.8750 06/08/95 21,500 16.9855 (1) Unless otherwise indicated, all transactions were effected on the NASDAQ. -----END PRIVACY-ENHANCED MESSAGE-----