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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. 1)
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)
June 26, 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
336,200
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
336,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,200
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
83,600
8 SHARED VOTING POWER
336,200
9 SOLE DISPOSITIVE POWER
83,600
10 SHARED DISPOSITIVE POWER
336,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.19%
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., with
respect to the Common Stock, $0.01 par value per share (the
"Shares") of Andros Incorporated,
a Delaware corporation (the "Company"), is hereby amended as set
forth below.
Item 2. Identity and Background
This amendment is being filed by Steven A. Cohen ("Mr. Cohen") and
S.A.C. Capital
Management, L.P., a Delaware limited partnership ("Capital
Management" and, together with
Mr. Cohen, the "Reporting Persons"). The information in Item 2 of
the original 13D filed June
14, 1995 is otherwise not amended.
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 $1,412,304.50. 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 $5,558,036.31. 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
The information provided in item 4 of the original 13D filed June
14, 1995 applies
equally to Mr. Cohen and is not otherwise amended.
Item 5. Interest in Securities of the Issuer
(a) - (b) The aggregate number and percentage of Shares to which
this 13D relates
is 419,800 Shares representing 9.19% 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 83,600 1.83%
Capital Management 336,200 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 14, 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: June 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 14, 1995
Number of Shares Average Price
Trade Date Bought/(Sold) (1) per Share (2)
- ----------- ----------------- -------------
S.A.C. Capital Management, L.P.
06/22/95 6,600 16.8750
Steven A. Cohen
06/26/95 10,000 16.6250
06/26/95 37,700 16.7835
06/27/95 14,900 16.7500
06/27/95 8,500 17.1250
06/27/95 7,500 17.2500
06/27/95 5,000 17.3750
(1) Unless otherwise indicated, all transactions were effected on
the NASDAQ.
(2) Prices exclude commission.
