-----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, LJ90o68BpVD9UclLcs/q127FjnLopyoWaQup4HcvcRlvgek4a511vO61Mvm7oLQn 7xIBNGvzu+jWl6OuDjr0Dw== 0000906387-95-000048.txt : 19951206 0000906387-95-000048.hdr.sgml : 19951206 ACCESSION NUMBER: 0000906387-95-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951205 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39222 FILM NUMBER: 95599395 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/A 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/A 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 (Amendment No. 4) 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) November 30, 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 [ ]. (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. 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 340,400 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 340,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 340,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.41% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 0000345281 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 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 272,700 8 SHARED VOTING POWER 340,400 9 SOLE DISPOSITIVE POWER 272,700 10 SHARED DISPOSITIVE POWER 340,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 613,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.34% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer The Schedule 13D filed June 14, 1995, by S.A.C. Capital Management, L.P. ("Capital Management"), with respect to the Common Stock, $0.01 par value per share (the "Shares") of Andros Incorporated, a Delaware corporation (the "Company"), and amended June 28, 1995, July 31, 1995 and October 3, 1995 by S.A.C. Capital Management L.P. and Steven A. Cohen ("Mr. Cohen," and, together with Capital Management, the "Reporting Persons") is hereby amended as set forth below. Item 2. Identity and Background No Amendment. Item 3. Source and Amount of Funds or Other Consideration The aggregate amount of funds (including commissions) required by Mr. Cohen to purchase the Shares owned directly by him was $4,644,799.08. All funds used by Mr. Cohen to purchase the Shares were derived from Mr. Cohen's personal funds. The aggregate amount of funds (including commissions) required to purchase the Shares directly owned by Capital Management was $5,634,695.31. All funds used by Capital Management to purchase the Shares were derived from working capital. The funds used by the Reporting Persons 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 Except for the following, Item 4 is not otherwise amended. In late October, Mr. Cohen spoke with the Chief Financial Officer of the Company about becoming an additional member of the Board of Directors of the Company (the "Board") and on December 5, 1995, Mr. Cohen sent a letter to the Chairman of the Board confirming this request. Item 5. Interest in Securities of the Issuer (a) - (b) The aggregate number and percentage of Shares to which this 13D relates is 613,100 Shares representing 13.34% of the 4,596,539 Shares reported by the Company as outstanding as of September 29, 1995. The Reporting Persons directly own those Shares as follows: Name No. of Shares % of Common Mr. Cohen 272,700 5.93% Capital Management 340,400 7.41% Mr. Cohen has the sole power to vote and the sole power to dispose of the Shares he owns directly. As general partners of Capital Management, Mr. Cohen and S.A.C. Capital Management, Inc. ("S.A.C.") share with Capital Management the power to vote and dispose of all Shares directly owned by Capital Management. As a result, Mr. Cohen and S.A.C. are deemed to beneficially own the Shares owned by Capital Management. Scott J. Lederman, Barry M. Skalka and Terrence E. Fox, each an Executive Vice President of S.A.C., do not beneficially own any Shares other than in their capacities as officers of S.A.C. (c) Except as set forth in Annex I hereto, no transactions in Shares were effected since October 3, 1995 by either the Reporting Persons or S.A.C. (d) No amendment (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No amendment 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: December 5, 1995 /s/ STEVEN A. COHEN - ---------------------------- Steven A. Cohen 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 Persons in Common Stock of Andros Incorporated since October 3, 1995 Number of Shares Average Price Trade Date Bought/(Sold) (1) per Share (2) - ---------- ----------------- ------------- Steven A. Cohen 11/8/95 9,000 15.8750 11/9/95 6,000 15.8750 11/10/95 4,000 15.8750 11/14/95 6,000 15.8750 11/20/95 2,400 16.0000 11/28/95 1,000 15.8750 11/29/95 2,000 16.0000 11/29/95 2,000 15.8750 11/30/95 10,000 15.7500 11/30/95 25,000 15.8000 11/30/95 5,000 15.7500 12/1/95 2,000 15.5000 (1) Unless otherwise indicated, all transactions were effected on the NASDAQ. (2) Prices exclude commission. -----END PRIVACY-ENHANCED MESSAGE-----