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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)
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)
July 25, 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
336,400
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
336,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.36%
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
124,900
8 SHARED VOTING POWER
336,400
9 SOLE DISPOSITIVE POWER
124,900
10 SHARED DISPOSITIVE POWER
336,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.10%
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 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
$2,183,868.08. 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 $5,565,075.31. 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
As previously reported, 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. In addition, the Reporting Persons may explore measures
aimed at enhancing shareholder value.
Mr. Cohen has spoken with management of the Company about the
future prospects of the Company and inquired about future plans.
No agreements, understanding or commitments have been made at this
time with respect to any of the items so discussed.
Item 5. Interest in Securities of the Issuer
(a) - (b) The aggregate number and percentage of Shares to which
this 13D relates is 461,300 Shares representing 10.10% of the
4,567,191 Shares reported by the Company as outstanding as of June
27, 1995. (The Company's most recently available Form 10-Q
reported 4,542,000 Shares outstanding and the Company has confirmed
that through the exercise of stock options an additional 25,191
Shares are outstanding.) The Reporting Persons directly own those
Shares as follows:
Name No. of Shares % of Common
Mr. Cohen 124,900 2.74%
Capital Management 336,400 7.36%
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 June 28, 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: July 28, 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 Person in Common Stock of
Andros Incorporated since June 28, 1995
Number of Shares Average Price
Trade Date Bought/(Sold) (1) per Share (2)
S.A.C. Capital Management, L.P.
07/24/95 2,000 16.2500
07/24/95 (1,800) 15.8150
Steven A. Cohen
06/28/95 10,000 17.3750
07/12/95 16,000 17.6250
07/13/95 10,000 17.7500
07/24/95 5,300 15.8750
(1) Unless otherwise indicated, all transactions were effected on
the NASDAQ.
(2) Prices exclude commission.
