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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
ANDROS INCORPORATED
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
0000345281
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(CUSIP Number)
Steven A. Cohen 520 Madison Avenue - 7th Floor, New York, New York 10022
(212) 826-6800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 27, 1996
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(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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 0000345281 Page 2 of 6 Pages
<TABLE>
<S><C>
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
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
221,840
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None
10 SHARED DISPOSITIVE POWER
221,840
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.83%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
<TABLE>
CUSIP No. 0000345281 Page 3 of 6 Pages
<S><C>
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
7 SOLE VOTING POWER
334,800
8 SHARED VOTING POWER
389,194
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 334,800
10 SHARED DISPOSITIVE POWER
389,194
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.75%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 0000345281 Page 4 of 6 Pages
<TABLE>
<S><C>
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*
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
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
167,354
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None
10 SHARED DISPOSITIVE POWER
167,354
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,354
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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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" ) and
amended January 4, 1996, February 2, 1996 and February 23, 1996 by Capital
Management, Mr. Cohen and S.A.C. Investments, L.P. ("Investments," and together
with Capital Management and Mr. Cohen, 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
No amendment.
ITEM 4. PURPOSE OF TRANSACTION
Except for the addition of the following information, Item 4 of the
Schedule 13D, as amended, is not otherwise amended. Since commencement of the
tender offer, Mr. Cohen has received unsolicited phone calls from stockholders
of the Company who are also dissatisfied with the pending tender offer. Mr.
Cohen has determined to carefully evaluate, and contact a limited number of
shareholders of the Company with respect to the pursuit of an alternative to
the pending tender offer and intended merger, which could include, among other
alternatives, proposing an alternate extraordinary corporate transaction, a
change in the present board of directors of the Company or a material change in
the present capitalization of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) No amendment.
(c) No transactions in Shares were effected since February 23, 1996
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.
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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: February 28, 1996 /s/ STEVEN A. COHEN
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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
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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
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Steven A. Cohen, Managing Member
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