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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
October 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
[ ]. (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
5 CHECK 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
663,100
8 SHARED VOTING POWER
257,700
9 SOLE DISPOSITIVE POWER
663,100
10 SHARED DISPOSITIVE POWER
257,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,800
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*
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
257,700
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
257,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%
14 TYPE OF REPORTING PERSON*
OO
Item 1. Security and Issuer
The Schedule 13D, dated October 15, 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"), relating 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, 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
the Reporting Persons to purchase the Shares owned beneficially by
them was as follows:
Steven A. Cohen $ 1,959,521
SAC Advisors $ 3,487,636
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
No amendment.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons beneficially own 920,800 Shares
representing 4.83% of the 19,080,510 Shares reported by the Company
as outstanding as of June 29, 1996.
(b) No amendment.
(c) Except as set forth in Annex 1 hereto, no transactions in
Shares were effected since October 16, 1996, the date through which
transactions were disclosed in the Schedule 13D dated October 15,
1996.
(d) No amendment.
(e) The Reporting Persons ceased to be the beneficial owners of
more than five percent of the Shares on October 23, 1996.
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: October 24, 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 Persons in Common Stock of
EA Industries, Inc., Inc. since
October 16, 1996
Number of Average Price
Trade Date Shares Sold (1) per Share (2)
- ---------- --------------- -------------
Steven A. Cohen None
SAC Advisors
October 17, 1996 30,000 1.750
October 17, 1996 14,700 1.750
October 18, 1996 5,100 1.625
October 21, 1996 50,000 1.500
October 23, 1996 52,000 1.375
October 23, 1996 11,000 1.500
October 24, 1996 25,000 1.375
October 24, 1996 5,000 1.500
(1) All transactions were effected by SAC Advisors directly on the
New York Stock Exchange, or through broker-transactions on the New
York Stock Exchange or otherwise.
(2) Prices exclude commission.
