<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(Amendment No. 2)
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
ANDROS INCORPORATED
(Name of Subject Company)
ANDROS ACQUISITION INC.
ANDROS HOLDINGS INC.
(Bidder)
Common Stock, $0.01 par value
(Title of Class of Securities)
345281
(CUSIP Number of Class of Securities)
Richard D. Paterson
Andros Holdings Inc.
Metro Tower, Suite 1170
950 Tower Lane
Foster City, California 94404-2121
Telephone: (415) 286-2350
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
Michael J. Kennedy, Esq.
Shearman & Sterling
555 California Street
San Francisco, California 94104-1522
Telephone: (415) 616-1100
<PAGE>
Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") relating to the offer by Andros Acquisition Inc., a corporation
organized under the laws of the State of Delaware ("Purchaser") and a wholly
owned subsidiary of Andros Holdings Inc., a corporation organized under the laws
of the State of Delaware ("Parent") and formed at the direction of Genstar
Capital Partners II, L.P., a limited partnership organized under the laws of the
State of Delaware ("GCP II"), the sole general partner of which is Genstar
Capital LLC, a limited liability company organized under the laws of the State
of Delaware ("GCLLC"), to purchase all outstanding shares (the "Shares") of
common stock, par value $.01 per share, of Andros Incorporated, a corporation
organized under the laws of the State of Delaware (the "Company"),
at a price of $18.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
February 21, 1996 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which together constitute the "Offer"), copies of which were
attached to the Statement as Exhibits (a)(1) and (a)(2), respectively.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a)-(b) is hereby amended and supplemented by restating the last
sentence of the second paragraph on page 15 of the Offer to Purchase in its
entirety to read as follows:
Parent has also received (i) a firm commitment from GCP II pursuant to
which GCP II has committed to purchase Parent Common Stock in an aggregate
amount of $17.0 million and (ii) a conditional commitment from GCP II
pursuant to which GCP II has committed to purchase Parent Common Stock in
an aggregate amount equal to the lesser of $3.0 million and the amount by
which $28.0 million exceeds the Company's cash on hand at the Effective
Time.
Item 4(a)-(b) is hereby further amended and supplemented by restating the
first sentence of the last paragraph on page 24 of the Offer to Purchase in its
entirety to read as follows:
Parent has received (i) a firm commitment from GCP II pursuant to which GCP
II has committed to purchase Parent Common Stock in an aggregate amount of
$17.0 million and (ii) a conditional commitment from GCP II pursuant to
which GCP II has committed to purchase Parent Common Stock in an aggregate
amount equal to the lesser of $3.0 million and the amount by which $28.0
million exceeds the Company's cash on hand at the Effective Time.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) is hereby amended and supplemented by adding thereto the
following:
Pursuant to a preliminary settlement agreement reached among the
parties, the pending legal proceedings against the Company
and the Board
<PAGE>
disclosed in Amendment No. 1 to the Statement are to be dismissed with
prejudice. The preliminary settlement agreement provides, INTER ALIA,
that the defendants will (i) disseminate to the stockholders of the Company
certain additional information as set forth in Amendment No. 2 to the
Schedule 14D-9 (the "Supplemental Disclosures"); and (ii) not object to
the application of plaintiff's counsel for legal fees not exceeding
$175,000 and expenses actually and reasonably incurred not exceeding
$15,000. The preliminary settlement agreement is subject to execution by
the parties of an appropriate Stipulation of Settlement and the approval
of the Court of Chancery of the State of Delaware. Mailing of the
Supplemental Disclosures to the stockholders of the Company commenced
on March 14, 1996.
Item 10(f) is hereby amended and supplemented by adding thereto the
following:
Purchaser has extended the Offer, and the Offer and withdrawal rights
will now expire at 5:00 p.m., New York City time, on Monday, March 25,
1996, unless further extended. A press release issued by Parent on
March 15, 1996 relating to the extension of the Offer is hereby filed as
Exhibit (a)(9) to the Statement and is incorporated herein by reference.
Item 10(f) is hereby further amended and supplemented by adding thereto
the following:
SUPPLEMENTAL FINANCIAL INFORMATION. Set forth below is certain
selected consolidated financial information relating to the Company
and its subsidiaries which has been excerpted or derived from the
unaudited financial statements contained in the Company's Quarterly
Report on Form 10-Q for the quarter ended January 28, 1996, (the "January
Form 10-Q"). More comprehensive financial information is included in the
January Form 10-Q and other documents filed by the Company with the
Commission. The financial information that follows is qualified in its
entirety by reference to such reports and other documents, including the
financial statements and related notes contained therein. Such reports and
other documents may be examined and copies may be obtained from the offices
of the Commission in the manner set forth in Section 7 of the Offer to
Purchase.
<PAGE>
ANDROS INCORPORATED
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY 28/29,
-----------------------
1996 1995
---------- -----------
<S> <C> <C>
Income Statement Data:
Sales......................................... $ 20,850.7 $ 24,312.2
Cost of Sales................................. 13,382.9 14,049.4
---------- -----------
Gross Profit.................................. 7,467.8 10,262.8
---------- -----------
Expenses and Other Income:
Research and Development...................... 2,572.4 2,485.1
Marketing, general and administrative......... 3,938.4 4,835.4
Interest and other income..................... (637.8) (709.8)
---------- -----------
Total......................................... 5,873.0 6,610.7
---------- -----------
Income before income taxes.................... 1,594.8 3,652.1
Income tax provision.......................... 510.4 1,129.3
---------- -----------
Net Income.................................... 1,084.4 2,522.8
---------- -----------
---------- -----------
Net income per common and common equivalent
share........................................ $ 0.22 $ 0.52
Average oustanding shares and outstanding
share equivalents............................ 4,849.8 4,814.2
</TABLE>
<TABLE>
<CAPTION>
AT JANUARY 28
------------------------
1996
-------------
<S> <C>
Balance Sheet Data:
Total Current Assets..................................... $ 54,710.9
Total Assets............................................. 66,089.3
Total Current Liabilities................................ 5,683.2
Total Liabilities........................................ 5,905.0
Total Shareholders' Equity............................... 60,184.3
Total Liabilities and Equity............................. 66,089.3
</TABLE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following exhibits:
(a)(9) Press Release issued by Andros Holdings Inc. on March 15,
1996
<PAGE>
SIGNATURE
After due 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.
March 15, 1996 ANDROS ACQUISITION INC.
By: \s\ Daniel J. Boverman
--------------------------
Daniel J. Boverman
Vice President and Secretary
ANDROS HOLDINGS INC.
By: \s\ Daniel J. Boverman
--------------------------
Daniel J. Boverman
Vice President and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
No. Item
---- ----
(a)(9) Press Release issued by Andros Holdings Inc. on March 15, 1996
<PAGE>
EXHIBIT (a)(9)
ANDROS INCORPORATED SHAREHOLDER LITIGATION
SETTLED; TENDER OFFER FOR ANDROS EXTENDED
FOSTER CITY, California, March 15--Genstar Capital Partners II, L.P.
announced today that pursuant to a proposed settlement, pending legal
proceedings against Andros Incorporated (Nasdaq: ANDY) and its board of
directors relating to the cash tender offer by Genstar's indirect subsidiary
Andros Acquisition Inc. to purchase all outstanding shares of common stock of
Andros at $18.00 per share are to be dismissed with prejudice. Also pursuant
to the proposed settlement, Andros began yesterday to distribute to its
stockholders certain additional information relating to the tender offer. The
proposed settlement is subject to execution by the parties of an appropriate
Stipulation of Settlement and the approval of the Court of Chancery of the
State of Delaware.
In order to allow Andros stockholders sufficient time to review the
additional information, Andros Acquisition has extended its tender offer, and
the tender offer and withdrawal rights will now expire at 5:00 p.m., New York
City time, on Monday, March 25, 1996.
Genstar has been informed by the Depositary that approximately 411,778
Andros shares had been tendered as of March 14, 1996.
Andros Incorporated designs, manufactures, and sells instrumentation to
original equipment manufacturers of environmental and medical monitoring
equipment worldwide.
Genstar Capital Partners II, L.P. based in Foster City, CA, is a private
investment fund that concentrates on leveraged acquisitions of manufacturing and
services businesses.
CONTACT: Dane Nelson of Andros Incorporated, 510-849-5769; or Richard
D. Paterson of Genstar Capital, 415-286-2350
