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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
