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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. 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.
