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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. 5)
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)
December 12, 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 SOLE VOTING POWER
None
8 SHARED VOTING POWER
196,878
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
196,878
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
196,878
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.28%
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
318,100
8 SHARED VOTING POWER
345,400
9 SOLE DISPOSITIVE POWER
318,100
10 SHARED DISPOSITIVE POWER
345,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.43%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 0000345281
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Investments, L.P.
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
148,522
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
148,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.23%
14 TYPE OF REPORTING PERSON*
PN
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, October 3, 1995 and December 5, 1995 by Capital
Management and Steven A. Cohen ("Mr. Cohen" ) is hereby amended by
Capital Management, Mr. Cohen and S.A.C. Investments, L.P.
("Investments," and together with Capital Management and Mr. Cohen,
the "Reporting Persons") as set forth below.
Item 2. Identity and Background
Capital Management and Investments are each a Delaware limited
partnership engaged, directly and indirectly, in the active trading
of securities and, to a lesser extent, in the trading of commodity
interests. S.A.C. Capital Management, LLC, a Delaware limited
liability company ("SAC"), is the general partner of each of
Capital Management and Investments. SAC's members are Mr. Cohen
and S.A.C. Capital Management, Inc., a Delaware corporation ("SAC
Inc") who were the former general partners of Capital Management.
SAC Inc'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 SAC Inc. The business offices of the
Reporting Persons, SAC Inc, SAC, Mr. Lederman, Mr. Skalka and Mr.
Fox are located at 520 Madison Avenue, 7th Floor, New York, New
York 10022.
None of the Reporting Persons, SAC, SAC Inc., Mr. Lederman, Mr.
Skalka, or Mr. Fox have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdeameanors) 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
Mr. Cohen to purchase the Shares owned directly by him was
$5,313,224. 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 $5,795,383. All funds
used by Capital Management to purchase the Shares were derived from
working capital. Capital Management transferred a portion of the
Shares to Investments effective January 1, 1996 in a transaction
that did not result in a change in the indirect beneficial
ownership of the Shares by Capital Management. 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 Schedule 13D, as
amended, applies equally to Investments 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 663,500 Shares representing 14.43% of the
4,597,300 Shares reported by the Company as outstanding as of
October 29, 1995. The Reporting Persons directly own those Shares
as follows:
Name No. of Shares % of Common
Mr. Cohen 318,100 6.92%
Capital Management 196,878 4.28%
Investments 148,522 3.23%
Mr. Cohen has the sole power to vote and the sole power to dispose
of the Shares he owns directly. As the Managing Member of SAC, Mr.
Cohen through SAC, shares with Capital Management and Investments
the power to vote and dispose of all Shares directly owned by
Capital Management and Investments. As a result, Mr. Cohen is
deemed to be a beneficial owner of the Shares owned by Capital
Management and Investments. Scott J. Lederman, Barry M. Skalka and
Terence E. Fox, each an Executive Vice President of SAC Inc., do
not beneficially own any Shares other than in their capacities as
officers of SAC Inc.
(c) Except as set forth in Annex I hereto and Item 3 above, no
transactions in Shares were effected since December 1, 1995 by
either the Reporting Persons or S.A.C.
(d) The partners in the Reporting Person partnerships have an
economic interest in any dividends from, and the proceeds of sales
of the Shares owned directly by such Reporting Persons.
(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: January 3, 1996
/s/ STEVEN A. COHEN
- ---------------------------
Steven A. Cohen
S.A.C. Capital Management L.P.
By: S.A.C. Capital Management, LLC, Its General Partner
By: /s/ STEVEN A. COHEN
--------------------------------
Steven A. Cohen, Managing Member
S.A.C. Investments, L.P.
By: S.A.C. Capital Management, LLC, Its General Partner
By: /s/ STEVEN A. COHEN
---------------------------
Steven A. Cohen, Managing Member
ANNEX 1
Transactions by Reporting Persons in Common Stock of
Andros Incorporated since December 5, 1995
Number of Shares Average Price
Trade Date Bought/(Sold) (1) per Share (2)
S.A.C. Capital Management, L.P.
12/5/96 5,000 15.6250
Steven A. Cohen
12/6/95 10,000 15.5000
12/8/95 11,000 15.6239
12/11/95 4,000 16.0000
12/11/95 11,500 16.3478
12/12/95 5,000 16.6000
12/27/95 3,900 15.2770
(1)Unless otherwise indicated, all transactions were effected on
the NASDAQ.
(2) Prices exclude commission.
