-----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, HN1yRmFSVGOMNPxKJpXDh9k44dWDJ/ejyyvcEYS1JjQ8FheG3hKLwEMRfBQB5rSn D2Epg1XnaXyNfYMogiUWEg== 0000950137-96-000118.txt : 19960227 0000950137-96-000118.hdr.sgml : 19960227 ACCESSION NUMBER: 0000950137-96-000118 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960223 SROS: NONE 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: 96524619 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 SCHEDULE 13D AMENDMENT 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. 7) 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)
February 21, 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[ ]. (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) 2 SCHEDULE 13D CUSIP NO. 0000345281 PAGE 2 OF 7 PAGES 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
7 SOLE VOTING POWER None 8 SHARED VOTING POWER 221,840 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None 10 SHARED DISPOSITIVE POWER 221,840
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 221,840 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.83% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 0000345281 PAGE 3 OF 7 PAGES 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
7 SOLE VOTING POWER 334,800 8 SHARED VOTING POWER 389,194 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 334,800 10 SHARED DISPOSITIVE POWER 389,194
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 723,994 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.75% 14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP NO. 0000345281 PAGE 4 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.A.C. Investments, 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
7 SOLE VOTING POWER None 8 SHARED VOTING POWER 167,354 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH None 10 SHARED DISPOSITIVE POWER 167,354
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,354 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.64% 14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 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, October 3, 1995 and December 5, 1995 by Capital Management and Steven A. Cohen ("Mr. Cohen" ) and amended January 4, 1996 and February 2, 1996 by Capital Management, Mr. Cohen and S.A.C. Investments, L.P. ("Investments," and together with Capital Management and Mr. Cohen, 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 $5,553,372.86. 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 $6,129,706.03. All funds used by Capital Management to purchase the Shares were derived from working capital. Capital Management transferred a portion of the Shares to Investments effective January 1, 1996 in a transaction that did not result in a change in the indirect beneficial ownership of the Shares by Capital Management. The aggregate amount of funds (including commissions) required to purchase the additional shares directly owned by Investments was $273,733.10. All funds used by Investments 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 addition of the following information, Item 4 of the Schedule 13D, as amended, is not otherwise amended. The Reporting Persons have become aware that an Agreement and Plan of Merger, dated as of February 14, 1996, has been entered into by and among the Company, Andros Acquisition Inc. (the "Offeror") and Andros Holdings Inc., pursuant to which the Offeror is offering to purchase the Company's Shares at a price of $18 per Share. The Reporting Persons will not tender their Shares to the Offeror and intend to vote against the merger to be effected following the Offeror's tender offer. In addition, the Reporting Persons are considering all rights and legal remedies available to them, including without limitation, appraisal rights under the General Corporation Law of the State of Delaware and other legal remedies. The Reporting Persons believe that the proposed transaction is neither fair to, nor in the best interests of, the Company's shareholders at the current offering price and urge the Company to explore strategic alternatives to the proposed transaction. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) The aggregate number and percentage of Shares to which this 13D relates is 723,994 Shares representing 15.75% of the 4,597,300 Shares reported by the Company as outstanding as of October 29, 1995. The Reporting Persons directly own those Shares as follows: 5 of 7 6
Name No. of Shares % of Common ---- ------------- ----------- Mr. Cohen 334,800 7.28% Capital Management 221,840 4.83% Investments 167,354 3.64%
Mr. Cohen has the sole power to vote and the sole power to dispose of the Shares he owns directly. As the Managing Member of SAC, Mr. Cohen through SAC, shares with Capital Management and Investments the power to vote and dispose of all Shares directly owned by Capital Management and Investments. As a result, Mr. Cohen is deemed to be a beneficial owner of the Shares owned by Capital Management and Investments. Scott J. Lederman, Barry M. Skalka and Terence E. Fox, each an Executive Vice President of SAC Inc., do not beneficially own any Shares other than in their capacities as officers of SAC Inc. (c) Except as set forth in Annex I hereto, no transactions in Shares were effected since February 2, 1996 by either the Reporting Persons or S.A.C. (d) The partners in the Reporting Person partnerships have an economic interest in any dividends from, and the proceeds of sales of the Shares owned directly by such Reporting Persons. (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: February 23, 1996 /s/ STEVEN A. COHEN ------------------- Steven A. Cohen S.A.C. Capital Management L.P. By: S.A.C. Capital Management, LLC, Its General Partner By: /s/ STEVEN A. COHEN -------------------------------------- Steven A. Cohen, Managing Member S.A.C. Investments, L.P. By: S.A.C. Capital Management, LLC, Its General Partner By: /s/ STEVEN A. COHEN -------------------------------------- Steven A. Cohen, Managing Member 6 of 7 7 ANNEX 1 Transactions by Reporting Persons in Common Stock of Andros Incorporated since February 2, 1996
Number of Shares Average Price Trade Date Bought/(Sold) (1) per Share (2) - ---------- ----------------- ------------- S.A.C. Capital Management, L.P. ------------------------------- 2/1/96 855 14.5000 2/6/96 855 14.5000 Steven A. Cohen --------------- 2/12/96 1,500 16.0000 S.A.C. Investments, L.P. ------------------------ 2/1/96 645 14.5000 2/6/96 645 14.5000
(1) Unless otherwise indicated, all transactions were effected on the NASDAQ. (2) Prices exclude commission. 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----