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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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 6, 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
[ 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).
SEC 1746 (12-91)
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
329,600
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
329,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
329,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14 TYPE OF REPORTING PERSON*
PN
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock, $0.01 par
value per share (the "Shares") of Andros Incorporated (the
"Company") with its principal executive offices located at 2332
Fourth Street, Berkeley, California 94710-2402.
Item 2. Identity and Background
This Schedule 13D is being filed by S.A.C. Capital Management,
L.P., a Delaware limited partnership (the "Reporting Person"). The
Reporting Person is an investment partnership engaged primarily in
the active trading of securities and, to a lesser extent, in the
trading of commodity interests. Steven A. Cohen and S.A.C. Capital
Management, Inc., a Delaware corporation ("S.A.C."), are the
general partners of the Reporting Person. S.A.C.'s sole
shareholder, director, and President is Mr. Cohen. Scott J.
Lederman, Barry M. Skalka, and Terence E. Fox are each Executive
Vice Presidents of S.A.C. The business offices of the Reporting
Person, Mr. Cohen, S.A.C., Mr. Lederman, Mr. Skalka, and Mr. Fox
are located at 520 Madison Avenue - 7th Floor, New York, New York
10022.
None of the Reporting Person, Mr. Cohen, S.A.C., 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.
Mr. Cohen, Mr. Lederman, Mr. Skalka, and Mr. Fox are citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds (including commissions) required by
the Reporting Person to purchase the Shares owned directly by it
was $5,446,439.31. All funds used by the Reporting Person to
purchase the Shares were derived from the Reporting Person's
working capital. Such funds may include margin debt incurred from
time to time in the ordinary course of business pursuant to a
customary margin agreement with Spear, Leeds & Kellogg.
Item 4. Purpose of Transaction
The Reporting Person acquired the Shares for the purpose of
investment because it believes the Shares represented a favorable
investment opportunity. The Reporting Person is 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 Person may in the future take such actions with respect
to such holdings in the Company as it deems 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, neither
the Reporting Person, Mr. Cohen, nor S.A.C. 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 Person beneficially owns 329,600 Shares
representing 7.27% of the 4,535,500 Shares reported by the Company
as outstanding as of January 29, 1995.
(b) As general partners of the Reporting Person, Mr. Cohen and
S.A.C. share with the Reporting Person the power to vote and
dispose of all the Shares owned directly by the Reporting Person
As a result, Mr. Cohen and S.A.C. are deemed to beneficially own
the Shares owned by the Reporting Person Mr. Lederman, Mr. Skalka,
and Mr. Fox do not beneficially own any Shares other than in their
capacities as Executive Vice Presidents of S.A.C.
(c) Except as set forth in Annex 1 hereto, no transactions in
Shares were effected during the past 60 days by either the
Reporting Person, Mr. Cohen or S.A.C.
(d) The partners in the Reporting Person have an economic interest
in any dividends from, and the proceeds of sales of the Shares
owned directly by the Reporting Person
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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: June 14, 1995
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 within 60 days of
June 6, 1995
Number of Shares Average Price
Trade Date Bought/(Sold) (1) per Share (2)
- ----------- ------------------ --------------
04/11/95 1,800 15.3540
04/12/95 3,000 15.4375
04/13/95 6,000 15.5300
04/17/95 2,500 15.3125
04/18/95 2,500 15.3125
04/18/95 20,000 15.5000
04/18/95 2,200 15.5000
04/26/95 10,000 16.6250
04/26/95 14,000 16.5000
04/27/95 900 16.5000
04/27/95 15,000 16.5833
05/04/95 35,000 16.6250
05/04/95 20,000 16.7500
05/05/95 3,000 16.6250
05/08/95 5,000 16.8750
06/06/95 10,000 16.8750
06/06/95 27,500 16.7500
06/06/95 1,000 16.7500
06/06/95 27,500 16.6875
06/06/95 10,000 16.8750
0606/95 25,200 16.8750
06/07/95 2,000 16.8125
06/07/95 15,000 16.8750
06/08/95 21,500 16.9855
(1) Unless otherwise indicated, all transactions were effected on
the NASDAQ.
