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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. 7)
ANDROS INCORPORATED
-----------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
--------------------------------------------------------
(Title of Class of Securities)
0000345281
-----------------------------
(CUSIP Number)
<TABLE>
<S> <C> <C>
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)
</TABLE>
February 21, 1996
-----------------------------------------------------------
(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 7 PAGES
<TABLE>
<S> <C> <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
</TABLE>
<TABLE>
<S> <C> <C>
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
</TABLE>
<TABLE>
<S> <C> <C>
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.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 0000345281 PAGE 3 OF 7 PAGES
<TABLE>
<S> <C> <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
</TABLE>
<TABLE>
<S> <C> <C>
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
</TABLE>
<TABLE>
<S> <C> <C>
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.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 0000345281 PAGE 4 OF 7 PAGES
<TABLE>
<S> <C> <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
</TABLE>
<TABLE>
<S> <C> <C>
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
</TABLE>
<TABLE>
<S> <C> <C>
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.
<PAGE> 5
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 and February 2, 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
The aggregate amount of funds (including commissions) required by Mr.
Cohen to purchase the Shares owned directly by him was $5,553,372.86. 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
$6,129,706.03. 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 aggregate amount of funds (including commissions)
required to purchase the additional shares directly owned by Investments was
$273,733.10. All funds used by Investments 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
Except for the addition of the following information, Item 4 of the
Schedule 13D, as amended, is not otherwise amended. The Reporting Persons
have become aware that an Agreement and Plan of Merger, dated as of February
14, 1996, has been entered into by and among the Company, Andros Acquisition
Inc. (the "Offeror") and Andros Holdings Inc., pursuant to which the Offeror
is offering to purchase the Company's Shares at a price of $18 per Share. The
Reporting Persons will not tender their Shares to the Offeror and intend to
vote against the merger to be effected following the Offeror's tender offer.
In addition, the Reporting Persons are considering all rights and legal
remedies available to them, including without limitation, appraisal rights
under the General Corporation Law of the State of Delaware and other legal
remedies. The Reporting Persons believe that the proposed transaction is
neither fair to, nor in the best interests of, the Company's shareholders at
the current offering price and urge the Company to explore strategic
alternatives to the proposed transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) The aggregate number and percentage of Shares to which this 13D
relates is 723,994 Shares representing 15.75% 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:
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<TABLE>
<CAPTION>
Name No. of Shares % of Common
---- ------------- -----------
<S> <C> <C>
Mr. Cohen 334,800 7.28%
Capital Management 221,840 4.83%
Investments 167,354 3.64%
</TABLE>
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, no transactions in Shares
were effected since February 2, 1996 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: February 23, 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
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ANNEX 1
Transactions by Reporting Persons in Common Stock of
Andros Incorporated since February 2, 1996
<TABLE>
<CAPTION>
Number of Shares Average Price
Trade Date Bought/(Sold) (1) per Share (2)
- ---------- ----------------- -------------
<S> <C> <C>
S.A.C. Capital Management, L.P.
-------------------------------
2/1/96 855 14.5000
2/6/96 855 14.5000
Steven A. Cohen
---------------
2/12/96 1,500 16.0000
S.A.C. Investments, L.P.
------------------------
2/1/96 645 14.5000
2/6/96 645 14.5000
</TABLE>
(1) Unless otherwise indicated, all transactions were effected on the NASDAQ.
(2) Prices exclude commission.
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