<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
AMENDMENT NO. 5
ANDERSEN GROUP, INC.
--------------------------------------
(Name of Issuer)
ANDERSEN GROUP, INC. and Andersen Capital L.P.
-------------------------------------------------------
(Name of Person(s) Filing Statement)
Series A Cumulative Convertible Preferred Stock
-----------------------------------------------
(Title of Class of Securities)
033501206
-------------------------------------
(CUSIP Number of Class of Securities)
Francis E. Baker
President
Andersen Group, Inc.
Ney Industrial Park
Bloomfield, CT 06002
(203) 242-0761
----------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Person Filing Statement)
Copy to:
David A. Garbus, Esq.
Robinson & Cole
One Boston Place
Boston, MA 02108-4404
(617) 557-5900
June 5, 1995
-----------------------------------
(Date Tender Offer First Published,
Sent Or Given to Security Holders)
Calculation of filing fee
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
Transaction Amount of
Valuation* Filing Fee
$5,273,037 $1,054
- --------------------------------------------------------------------------------
</TABLE>
* For purposes of calculating the filing fee only. This amount assumes
the purchase of 430,452 shares of Series A Cumulative Convertible
Preferred Stock (the "Shares"), of Andersen Group, Inc. (the
"Company"), at a purchase price of $12.25 per share. Based upon
representations made to the Company by certain persons, no more than
430,452 shares will be purchased in the transaction described in this
Schedule. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50 of one percent of the value of the Shares to be
purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $l,054
-----------------------------------
Form or Registration No.: Schedule 13E-4
-----------------------------------
Filing Party: Andersen Group, Inc.
-----------------------------------
Date Filed: June 5, 1995
-----------------------------------
<PAGE>
Item 1. Security and Issuer.
-------------------
(a) The name of the issuer of the securities to which this statement
relates is Andersen Group, Inc., a Connecticut corporation (the "Company"). The
address of its principal executive office is Ney Industrial Park, Bloomfield,
Connecticut 06002.
(b) Information with respect to the exact number of shares of the
Company's Series A Cumulative Convertible Preferred Stock (the "Shares") being
sought and the consideration being offered therefor is incorporated herein by
reference to the discussion under (i) the heading "The Offer" in the Offer to
Purchase for Cash dated June 5, 1995 (the "Offer to Purchase"), filed as Exhibit
(a)(1) hereto, (ii) in the first paragraph of the First Amendment to Offer to
Purchase for Cash, dated June 21, 1995 (the "First Amendment"), filed as Exhibit
(a)(1)(A) hereto, (iii) in the first paragraph of the Second Amendment to Offer
to Purchase for Cash, dated July 7, 1995 (the "Second Amendment"), filed as
Exhibit (a)(1)(B) hereto, (iv) in the first paragraph of the Third Amendment to
Offer to Purchase for Cash, dated July 28, 1995 (the "Third Amendment"), filed
as Exhibit (a)(1)(C) hereto, (v) in the first paragraph of the Fourth Amendment
to Offer to Purchase for Cash, dated August 15, 1995 (the "Fourth Amendment"),
filed as Exhibit (a)(1)(D) hereto, and (vi) in the first paragraph of the Fifth
Amendment to Offer to Purchase for Cash, dated November 1, 1995 (the "Fifth
Amendment"), filed as Exhibit (a)(1)(E) hereto. As of May 8, 1995, there were
589,036 Shares outstanding and approximately 125 Preferred Stockholders of
record.
Information with respect to whether any Shares are to be purchased from any
officer, director or affiliate of the Company and the details of each such
transaction is incorporated herein by reference to the discussion under the
headings "Special Factors -Interests of Certain Persons in the Offer" and "The
Offer - Terms of the Offer" in the Offer to Purchase.
(c) Omitted in accordance with General Instruction E to Schedule 13E-4
("General Instruction E").
(d) Omitted in accordance with General Instruction E.
Item 2. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
(a) Omitted in accordance with General Instruction E.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
-------------------------------------------------------------------
Affiliate.
---------
Omitted in accordance with General Instruction E.
- 1 -
<PAGE>
Item 4. Interest in Securities of the Issuer.
------------------------------------
Neither the Company nor, to the knowledge of the Company, any of its
executive officers or directors or any associate or subsidiary of any of the
foregoing nor the Standby Purchaser nor any partner of the Standby Purchaser nor
any associate of the Standby Purchaser has engaged in any transactions involving
Shares during the 40 business days prior to June 5, 1995, the forty (40)
business days prior to June 21, 1995, the forty (40) business days prior to July
7, 1995, the forty (40) business days prior to July 28, 1995, the forty (40)
business days prior to August 15, 1995, or the forty (40) business days prior to
November 1, 1995.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to the Issuer's Securities.
--------------------------
Omitted in accordance with General Instruction E.
Item 6. Persons Retained, Employed or to be Compensated.
-----------------------------------------------
Omitted in accordance with General Instruction E.
Item 7. Financial Information.
---------------------
(a)(1) Omitted in accordance with General Instruction E.
(a)(2) Incorporated herein by reference to pages 3 through 6 of the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 1995, filed as Exhibit (g)(2) hereto.
(a)(3) - (b)(3) Incorporated herein by reference to the discussion under
the headings "Summary Historical Financial Data" and "Pro Forma Data" in the
Offer to Purchase, filed as Exhibit (a)(1) hereto, and the discussion under the
headings "Summary Historical Financial Data" and "Pro Forma Data" in Section 4
of the Fifth Amendment, filed as Exhibit (a)(1)(E) hereto.
Item 8. Additional Information.
----------------------
(a) Omitted in accordance with General Instruction E.
(b) Omitted in accordance with General Instruction E.
(c) Not applicable.
(d) Omitted in accordance with General Instruction E.
(e) Not applicable.
- 2 -
<PAGE>
Item 9. Material to be Filed as Exhibits.
--------------------------------
*(a) (1) Offer to Purchase for Cash, dated June 5, 1995.
*(a) (1) (A) First Amendment to Offer to Purchase for Cash, dated June 21,
1995.
*(a) (1) (B) Second Amendment to Offer to Purchase for Cash dated July 7,
1995.
*(a) (1) (C) Third Amendment to Offer to Purchase for Cash, dated July 28,
1995.
*(a) (1) (D) Fourth Amendment to Offer to Purchase for Cash, dated August
15, 1995.
(a) (1) (E) Fifth Amendment to Offer to Purchase for Cash, dated November
1, 1995.
*(a) (2) Letter of Transmittal.
*(a) (3) Letter, dated June 5, 1995, from Andersen Group, Inc. to
brokers, dealers, commercial banks, trust companies and other
nominees.
*(a) (4) Form of Letter to Clients of brokers, dealers, banks and trust
companies.
*(a) (5) Notice of Guaranteed Delivery.
*(a) (6) Press Release dated June 5, 1995.
*(a) (7) Press Release dated July 7, 1995.
*(a) (8) Press Release dated July 28, 1995.
*(a) (9) Press Release dated August 15, 1995.
(a) (10) Press Release dated November 2, 1995.
(b) Not applicable.
*(c) Conformed copy of Standby Agreement between the Company and
Andersen Capital L.P. dated June 1, 1995.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- 3 -
<PAGE>
*(g) Audited financial statements of the Company for the years
ended February 28, 1995 and 1994 as set forth on pages 16
through 31, 48 and 49 of the Company's Annual Report on Form
10-K for the year ended February 28, 1995, filed with the
Securities and Exchange Commission.
*(g) (1) Unaudited financial statements of the Company for the quarters
ended May 31, 1995 and 1994 as set forth on pages 3 through 6
of the Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1995, filed with the Securities
and Exchange Commission.
(g) (2) Unaudited financial statements of the Company for the quarters
ended August 31, 1995 and 1994 as set forth on pages 3 through
6 of the Company's Quarterly Report on Form 10-Q for the
quarterly period ended August 31, 1995, filed with the
Securities and Exchange Commission.
*(h) Consent of McTeague Investment Bankers, Inc., dated June 2,
1995.
_______________________________
* Previously filed.
- 4 -
<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.
ANDERSEN GROUP, INC.
November 1, 1995 By: /s/ Francis E. Baker
-------------------------------
Francis E. Baker
Its President
ANDERSEN CAPITAL L.P.
By: ACLP, Inc.,
Its General Partner
By: /s/ Thomas L. Seifert
-------------------------------
Thomas L. Seifert
Its Vice President
<PAGE>
EXHIBIT INDEX
*(a)(1) Offer to Purchase for Cash, dated June 5, 1995.
*(a)(1)(A) First Amendment to Offer to Purchase for Cash, dated June 21, 1995.
*(a)(1)(B) Second Amendment to Offer to Purchase for Cash dated July 7, 1995.
*(a)(1)(C) Third Amendment to Offer to Purchase for Cash, dated July 28, 1995.
*(a)(1)(D) Fourth Amendment to Offer to Purchase for Cash dated August 15,
1995.
(a)(1)(E) Fifth Amendment to Offer to Purchase for Cash dated November 1,
1995.
*(a)(2) Letter of Transmittal.
*(a)(3) Letter, dated June 5, 1995, from Andersen Group, Inc. to brokers,
dealers, commercial banks, trust companies and other nominees.
*(a)(4) Form of Letter to Clients of brokers, dealers, banks and trust
companies.
*(a)(5) Notice of Guaranteed Delivery.
*(a)(6) Press Release dated June 5, 1995.
*(a)(7) Press Release dated July 7, 1995.
*(a)(8) Press Release dated July 28, 1995.
*(a)(9) Press Release dated August 15, 1995.
(a)(10) Press Release dated November 2, 1995.
(b) Not applicable.
*(c) Conformed copy of Standby Agreement between the Company and Andersen
Capital L.P. dated June 1, 1995.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
*(g) Audited financial statements of the Company for the years ended
February 28, 1995 and 1994 as set forth on pages 16 through 31, 48
and 49 of the Company's Annual Report on Form 10-K for the year
ended February 28, 1995, filed with the Securities and Exchange
Commission.
*(g)(1) Unaudited financial statements of the Company for the quarters ended
May 31, 1995 and 1994 as set forth on pages 3 through 6 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended May 31, 1995, filed with the Securities and Exchange
Commission.
(g)(2) Unaudited financial statements of the Company for the quarters ended
August 31, 1995 and 1994 as set forth on pages 3 through 6 of the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 1995, filed with the Securities and Exchange
Commission.
*(h) Consent of McTeague Investment Bankers, Inc., dated June 2, 1995.
___________________________
* Previously filed.
<PAGE>
Exhibit (a)(1)(E)
FIFTH AMENDMENT
TO
OFFER TO PURCHASE FOR CASH
BY
ANDERSEN GROUP, INC.
ANY AND ALL SHARES OF ITS SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK FOR
$12.25 NET PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
TIME, ON DECEMBER 1, 1995, UNLESS FURTHER EXTENDED
(SUCH TIME AND DATE, THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
This Fifth Amendment to Offer to Purchase for Cash (the "Fifth Amendment")
is first being mailed on or about November 1, 1995 to holders of outstanding
shares of Series A Cumulative Convertible Preferred Stock, without par value
(the "Preferred Stock") of Andersen Group, Inc., a Connecticut corporation
having its principal executive office at Ney Industrial Park, Bloomfield,
Connecticut 06002 (the "Company"), in connection with its Offer to Purchase
dated June 5, 1995, as amended, offering to purchase any and all of its
outstanding shares of Preferred Stock for a purchase price of $12.25 per share
net to the seller in cash (the "Consideration"). All capitalized terms not
otherwise defined herein but which are defined in the Offer to Purchase shall
have the same meanings as set forth therein.
Section 1. Special Factors - Background of the Offer.
-----------------------------------------
As set forth under "Special Factors - Background of the Offer", the Company
conducted negotiations during April, May, June, July and August 1995 with
respect to forms of the divestiture agreements for the Dental Divestiture. On
Thursday, August 10, 1995 the Company concluded these negotiations and signed an
Asset Purchase Agreement (the "Purchase Agreement") with Phoenix Shannon p.l.c
of Shannon, County Clare, Ireland to sell the assets of its Dental Division
subject to certain liabilities. The sale is subject to numerous conditions,
including Phoenix Shannon obtaining sufficient financing.
On October 30, 1995, the parties reached an agreement in principle on the
terms of an amendment to the Purchase Agreement. The principal terms of that
agreement include Phoenix Shannon's agreement to increase its irrevocable
deposit (Phoenix Shannon had previously made a cash deposit of $100,000) by
delivering to the Company 75,000 Phoenix Shannon Ordinary Shares and a
registration rights agreement covering such shares in the event a closing under
the Purchase Agreement does not occur. In exchange, the Company has agreed to
give Phoenix Shannon until November 30, 1995, to obtain sufficient financing in
order to consummate the transactions contemplated by the Purchase Agreement.
Should the Purchase Agreement with Phoenix Shannon close, based on an
August 31, 1995 net asset value, the Company's subsidiary, Ney, would receive
approximately $15.5 million in cash, including a post-closing purchase price
adjustment of approximately $0.4 million based on the increase in the net asset
value of the Dental Division from February 28, 1995 to August 31, 1995; a two
year, interest bearing note for $1 million and either 200,000 Phoenix Shannon
Ordinary Shares (subject to adjustment) or an additional cash payment of $1.8
million. The Purchase Agreement also includes a three year manufacturing
agreement whereby Ney will supply Phoenix Shannon with precious metal dental
alloys manufactured in accordance with current formulations. Phoenix Shannon is
a publicly held dental alloy and equipment producer.
If the Purchase Agreement with Phoenix Shannon closes, then the condition
of the Offer that the Company consummate the Dental Divestiture will be
satisfied.
<PAGE>
Section 2. Extension of the Offer.
----------------------
The Offer is hereby extended until midnight, eastern time, on December 1,
1995, unless further extended (such time and date, the "Expiration Date").
The Company will notify the Exchange Agent of such extension by oral and
written notice and make a public announcement thereof prior to 9:00 A.M.,
eastern time, on or before December 2, 1995.
Section 3. Number of Shares Deposited With Exchange Agent.
----------------------------------------------
As of the date of this Fifth Amendment, approximately 291,000 shares of
Preferred Stock have been deposited with the Exchange Agent. Accordingly, the
condition of the Offer that a minimum of 250,000 shares be tendered is presently
satisfied, subject to the Preferred Stockholders' right to withdraw shares
tendered, unless previously accepted by the Company, at any time after the date
hereof. See "The Offer - Withdrawal Rights."
Section 4. Summary Historical Financial Data
---------------------------------
The following tables set forth, in summary form, certain consolidated
historical financial data for the Company and its subsidiaries. The historical
financial information at and for the quarters ended August 31, 1995 and 1994 has
been summarized from the Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1995. The following summary historical financial information
should be read in conjunction with, and is qualified in its entirety by
reference to, such Quarterly Report on Form 10-Q and should be read in
conjunction with the Company's audited consolidated financial statements for the
fiscal year ended February 28, 1995 and the related notes thereto.
- 2 -
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
---------- ---------- ---------- ----------
1995 1994 1995 1994
---- ---- ---- ----
(UNAUDITED AND DOLLARS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Consolidated Statements of Earnings Data:
Net sales..................................... $15,018 $14,647 $32,287 $30,784
Investment and other income................... 544 1,812 915 3,245
------- ------- ------- -------
Total revenues.............................. 15,562 16,459 33,202 34,029
------- ------- ------- -------
Cost of sales................................. 10,496 10,020 22,597 21,184
Selling, general and administrative expenses.. 4,177 4,617 8,743 8,949
Research and development expenses............. 564 829 1,498 1,639
Interest expense.............................. 334 404 674 803
------- ------- ------- -------
Total costs and expenses.................... 15,571 15,870 33,512 32,575
------- ------- ------- -------
Income (loss) before income taxes
and extraordinary item....................... (9) 589 (310) 1,454
Income tax expense (benefit).................. (1) 61 (82) 146
------- ------- ------- -------
Income (loss) before extraordinary item....... (8) 528 (228) 1,308
Extraordinary gain from early
extinguishment of debt, net of income
tax expense.................................. -- 38 -- 39
------- ------- ------- -------
Net income (loss)............................. (8) 566 (228) 1,347
Preferred dividend requirement................ (149) (148) (296) (296)
------- ------- ------- -------
Income (loss) applicable to common shares..... $ (157) $ 418 $ (524) $ 1,051
======= ======= ======= =======
Earnings (loss) Per Common Share:(A)
Continuing operations......................... $ (0.08) $ 0.19 $ (0.27) $ 0.52
Extraordinary item............................ 0.00 0.02 0.00 0.02
------- ------- ------- -------
Income (loss) per common share................ $ (0.08) $ 0.21 $ (0.27) $ 0.54
======= ======= ======= =======
Ratio of earnings to fixed charges(B)......... 39% 203% 68% 178%
</TABLE>
(A) The average number of shares of common stock outstanding during each period
in 1995 was 1,934,205 and during each period in 1994 was 1,931,855.
(B) Earnings for the three and six month periods ended August 31, 1995 were
inadequate to cover fixed charges and preferred stock dividends by approximately
$158,000 and $606,000, respectively.
- 3 -
<PAGE>
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
---------- ------------
1995 1995
---- ----
(UNAUDITED AND DOLLARS IN
THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C>
Consolidated Balance Sheet Data:
Total assets....................................... $46,837 $43,678
Total current liabilities.......................... 14,673 10,947
Long-term debt, less current maturities............ 8,673 8,784
Other long-term obligations........................ 1,152 1,160
Deferred income taxes.............................. 2,281 2,281
Redeemable cumulative convertible preferred stock.. 10,669 10,593
Common stock....................................... 2,103 2,103
Retained earnings.................................. 5,452 5,975
Total common and other stockholders' equity........ 9,389 9,913
Book value per common share........................... $ 4.86 $ 5.13
======= =======
</TABLE>
- 4 -
<PAGE>
PRO FORMA DATA
The following table sets forth certain financial information of the Company at
August 31, 1995, and as adjusted to give effect to the consummation of the Offer
for the Preferred Stock, assuming 250,000 shares of the Preferred Stock are
tendered and accepted and consummation of the Dental Divestiture, assuming that
the Company realized $18.3 million in proceeds for the Dental Divestiture,
including approximately $0.4 million in cash for the post closing purchase price
adjustment, and that both transactions had occurred on August 31, 1995.
<TABLE>
<CAPTION>
AS OF AUGUST 31, 1995
---------------------
PRO FORMA
ACTUAL --------- PRO FORMA
------ ADJUSTMENTS ---------
-----------
(IN THOUSANDS)
<S> <C> <C> <C>
Total assets................................... $46,837 $ 1,051 (1) $47,888
Total liabilities.............................. 26,779 (926) (2) 25,853
Working capital................................ 14,894 3,107 (3) 18,001
Long-term debt and other obligations........... 9,825 -- 9,825
Redeemable cumulative convertible
preferred stock, authorized 800,000
shares; issued 789,625 shares;
589,036 shares outstanding at
August 31, 1995; and 339,036 pro
forma outstanding at August 31,
1995.......................................... 10,669 (4,510) (4) 6,159
======= ======= =====
Common stock, authorized 6,000,000
shares; 1,934,205 shares outstanding
at August 31, 1995 and pro forma
outstanding at August 31, 1995................ 2,103 -- 2,103
Additional paid-in capital..................... 1,924 1,465 (5) 3,389
Retained earnings.............................. 5,452 5,140 (6) 10,592
Treasury Stock (90) (90)
------- ---- ------
Total common and other stockholders'
9,389 6,605 15,994
equity........................................ ======= ===== ======
Book value per common share.................... $4.86 $3.42 (7) $8.28
</TABLE>
____________________
- 5 -
<PAGE>
NOTES TO PRO FORMA DATA
(1) Pro Forma Total Asset Adjustments:
<TABLE>
<S> <C>
Total assets $46,837
Add: Dental divestiture
proceeds 18,215
Less: Dental assets
divested (13,101)
Transaction costs (1,000)
Preferred stock cash
tender (3,063)
--------
Total Pro Forma Assets $47,888
========
</TABLE>
(2) Pro Forma Total Liabilities Adjustments:
<TABLE>
<S> <C>
Total liabilities $26,779
Add: Accrued income taxes 1,600
Less: Preferred stock
dividend reduction (375)
Dental liabilities
divested (1,451)
Deferred income taxes (700)
--------
Total Pro Forma Liabilities $25,853
========
</TABLE>
(3) Pro Forma Working Capital Adjustments:
<TABLE>
<S> <C>
Total working capital $14,894
Add: Dental divestiture proceeds 18,215
Dental current liabilities
divested 1,451
Preferred stock
dividend reduction 375
Less: Dental current assets
divested (11,271)
Accrued income taxes (1,600)
Transaction costs (1,000)
Preferred stock cash
tender (3,063)
--------
Total Pro Forma Working Capital $18,001
========
</TABLE>
(4) Pro Forma Redeemable Cumulative Convertible Preferred Stock:
Adjustment to reduce outstanding stock to 339,036 shares after repurchase by the
Company of 250,000 shares.
(5) Pro Forma Additional Paid in Capital:
Adjustment to additional paid in capital to record the difference between the
carrying value of the preferred stock and the cash tender price.
- 6 -
<PAGE>
(6) Pro Forma Retained Earnings:
<TABLE>
<S> <C>
Total retained earnings $ 5,452
Add: Gain on dental divestiture,
net of taxes and
transaction costs 4,765
Preferred stock dividend
reduction 375
-------
Total pro forma retained earnings $10,592
=======
</TABLE>
(7) Pro Forma Book Value Per Share:
<TABLE>
<S> <C>
Total common and other stockholders' equity $ 9,389
Add: Gain on dental divestiture 4,765
Preferred stock dividend reduction 375
Addition to additional paid in capital
for preferred stock repurchase 1,465
-----
Pro forma common and other stockholders' equity 15,994
Number of shares of common stock outstanding 1,932
-----
Pro forma book value per share $8.28
=====
</TABLE>
If the Offer is consummated, but the Company purchases fewer than 250,000 shares
of the Preferred Stock, the increases and decreases indicated above would be
proportionately reduced, reflecting the number of shares of Preferred Stock that
the Company does not purchase in the Offer.
Section 5. Other Terms and Conditions.
--------------------------
Except as expressly amended by the provisions of this Fifth Amendment, all
other terms and conditions of the Offer remain in full force and effect.
ANDERSEN GROUP, INC.
November 1, 1995
- 7 -
<PAGE>
Exhibit (a)(10)
FOR IMMEDIATE RELEASE
CONTACT:
BERNARD F. TRAVERS, III
ASSISTANT SECRETARY AND
DIRECTOR OF LAW AND TAXATION
ANDERSEN GROUP, INC.
203/242-0761
ANDERSEN GROUP EXTENDS SELF TENDER OFFER FOR PREFERRED STOCK AND CLOSING DATE ON
DENTAL DIVESTITURE
Bloomfield, Connecticut, November 2, 1995 -- Andersen Group, Inc. (NASDAQ:
ANDR) (the "Company") previously announced on Friday August 11, 1995 that it had
signed an Asset Purchase Agreement (the "Purchase Agreement") with Phoenix
Shannon p.l.c of Shannon, County Clare, Ireland to sell the assets of the
Company's Dental Division, subject to certain liabilities. The sale is subject
to numerous conditions, including Phoenix Shannon obtaining sufficient
financing. Phoenix Shannon is a publicly held dental alloy and equipment
manufacturer.
On October 30, 1995, the parties reached an agreement in principle on the
terms of an amendment to the Purchase Agreement. The principal terms of that
agreement include Phoenix Shannon's agreement to increase its irrevocable
deposit (Phoenix Shannon had previously made a cash deposit of $100,000) by
delivering to the Company 75,000 Phoenix Shannon Ordinary Shares and a
registration rights agreement covering such shares in the event a closing under
the Purchase Agreement does not occur. In exchange, the Company has agreed to
give Phoenix Shannon until November 30, 1995, to obtain sufficient financing in
order to consummate the transactions contemplated by the Purchase Agreement.
Should the transaction close, based on an August 31, 1995 net asset value,
the Company's subsidiary, The J.M. Ney Company ("Ney"), would receive
approximately $15.5 million in cash, including a post-closing purchase price
adjustment of approximately $0.4 million based on the increase in the net asset
value of the Dental Division from February 28, 1995 to August 31, 1995; a two
year, interest bearing note for $1 million and either 200,000 Phoenix Shannon
Ordinary Shares (subject to adjustment) or an additional cash payment of $1.8
million. The Purchase Agreement also includes a three year manufacturing
agreement whereby Ney will supply Phoenix Shannon with precious metal dental
alloys manufactured in accordance with current formulations.
If the transaction closes, then the condition of the tender offer that the
Company consummate the Dental Divestiture will be
<PAGE>
satisfied. As a result of the pending sale of the Dental Division, the Company
has extended its previously announced cash tender offer on its own behalf to
purchase any and all shares of its Series A Cumulative Convertible Preferred
Stock (the "Preferred Stock") at $12.25 per share, net.
The offer will now expire at midnight on December 1, 1995. Any preferred
stockholder who has tendered shares is entitled to withdraw that tender prior to
the expiration date and, unless previously accepted by the Company, at any time
after the date hereof.
Approximately 291,000 shares of the Preferred Stock have been deposited
with the Company's Exchange Agent to date. Accordingly, the condition that a
minimum of 250,000 shares be tendered is presently satisfied, subject to the
Preferred Stockholders' rights of withdrawal.
<PAGE>
Exhibit (g)(2)
PART 1: FINANCIAL INFORMATION
Item 1: Financial Statements
ANDERSEN GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
Aug. 31, 1995 Feb. 28, 1995
- ------------------------------------------------------------------------------------------------------------
(unaudited) (audited)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $3,242 $2,709
Marketable securities 3,040 2,180
Accounts and other receivables less
allowance for doubtful accounts of $479 and $360 8,716 7,921
Inventories 14,268 12,690
Prepaid expenses and other assets 301 520
- ------------------------------------------------------------------------------------------------------------
Total current assets 29,567 26,020
- ------------------------------------------------------------------------------------------------------------
Property, plant and equipment 22,185 22,348
Accumulated depreciation (11,628) (10,930)
- ------------------------------------------------------------------------------------------------------------
Property, plant and equipment, net 10,557 11,418
- ------------------------------------------------------------------------------------------------------------
Prepaid pension expense 3,589 3,517
Other assets 3,124 2,723
- ------------------------------------------------------------------------------------------------------------
$46,837 $43,678
- ------------------------------------------------------------------------------------------------------------
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
STOCK AND COMMON AND OTHER STOCKHOLDERS' EQUITY
- ------------------------------------------------
CURRENT LIABILITIES:
Accounts payable $2,238 $2,119
Short term debt 6,547 3,543
Other current liabilities 5,888 5,285
- ------------------------------------------------------------------------------------------------------------
Total current liabilities 14,673 10,947
- ------------------------------------------------------------------------------------------------------------
Long term debt, less current maturities 8,673 8,784
Other liabilities 1,152 1,160
Deferred income taxes 2,281 2,281
Redeemable cumulative convertible preferred stock 10,669 10,593
- ------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock 2,103 2,103
Additional paid-in capital 1,924 1,925
Retained earnings 5,452 5,975
Treasury stock, at cost (90) (90)
- ------------------------------------------------------------------------------------------------------------
Total stockholders' equity 9,389 9,913
- ------------------------------------------------------------------------------------------------------------
$46,837 $43,678
- ------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
- 3 -
<PAGE>
ANDERSEN GROUP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
(unaudited) AUG. 31, 1995 AUG. 31, 1994 AUG. 31, 1995 AUG. 31, 1994
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Net sales $15,018 $14,647 $32,287 $30,784
Investment and other income 544 1,812 915 3,245
- -------------------------------------------------------------------------------------------------------------
15,562 16,459 33,202 34,029
- -------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of sales 10,496 10,020 22,597 21,184
Selling, general and administrative expenses 4,177 4,617 8,743 8,949
Research and development expenses 564 829 1,498 1,639
Interest expense 334 404 674 803
- -------------------------------------------------------------------------------------------------------------
15,571 15,870 33,512 32,575
- -------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes
and extraordinary (9) 589 (310) 1,454
Income tax expense (benefit) (1) 61 (82) 146
- -------------------------------------------------------------------------------------------------------------
Income (loss) before extraordinary item (8) 528 (228) 1,308
Extraordinary gain from early
extinguishment of debt, net of income
tax expense - 38 - 39
- -------------------------------------------------------------------------------------------------------------
Net income (loss) (8) 566 (228) 1,347
Preferred dividend requirement (149) (148) (296) (296)
- -------------------------------------------------------------------------------------------------------------
Income (loss) applicable to common shares ($157) $418 $(524) $1,051
- -------------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) PER COMMON SHARE:
Continuing operations ($0.08) $0.19 $(0.27) $0.52
Extraordinary item 0.00 0.02 0.00 0.02
- -------------------------------------------------------------------------------------------------------------
Income (loss) applicable to common shares ($0.08) $0.21 $(0.27) $0.54
- -------------------------------------------------------------------------------------------------------------
DIVIDENDS DECLARED PER SHARE:
Preferred $0.00 $0.00 $0.00 $0.00
- -------------------------------------------------------------------------------------------------------------
Common $0.00 $0.00 $0.00 $0.00
- -------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
- 4 -
<PAGE>
ANDERSEN GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six months ended
(unaudited) Aug. 31, 1995 Aug. 31, 1994
- ----------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(228) $1,347
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities:
Depreciation, amortization and accretion 995 1,179
Gain on sale of cellular investment - (2,949)
Pension income (72) (72)
Deferred income taxes - (300)
Gain on redemption of long term debt - (59)
Changes in operating assets and liabilities:
Accounts and notes receivable (795) (892)
Inventories (1,578) (352)
Prepaid expenses and other assets (293) 125
Accounts payable 119 (355)
Accrued expenses and other long-term obligations 375 1,475
- ----------------------------------------------------------------------------------------
Net cash used for operating activities (1,477) (853)
- ----------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment 237 -
Purchase of property, plant and equipment (323) (766)
Proceeds from sale of cellular investment - 7,710
Investment in other assets 63 -
Purchase of marketable securities, net (860) (1,514)
- ----------------------------------------------------------------------------------------
Net cash provided by (used for) investing activities (883) 5,430
- ----------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (107) (972)
Issuance (repayment) of short term debt, net 3,000 (3,237)
- ----------------------------------------------------------------------------------------
Net cash provided for financing activities 2,893 (4,209)
- ----------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 533 368
Cash and cash equivalents - beginning of period 2,709 2,061
- ----------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $3,242 $2,429
- ----------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
- 5 -
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
(1) Accounting Policies
-------------------
The accompanying interim financial statements and related notes should be read
in conjunction with the Consolidated Financial Statements of Andersen Group,
Inc. and related notes as contained in the Annual Report on Form 10-K for the
fiscal year ended February 28, 1995. The interim financial statements include
all adjustments (consisting only of normal recurring adjustments) and accruals
necessary in the judgment of management for a fair presentation of such
statements. In addition, certain reclassifications have been made to the prior
period financial information so that it conforms to the current period
presentation.
(2) Inventories
-----------
Inventories consisted of the following:
<TABLE>
<CAPTION>
(In thousands)
August 31, February 28,
1995 1995
------------ --------------
<S> <C> <C>
Raw materials $ 114 $ 950
Work in process 3,625 2,732
Finished goods 11,895 10,374
------- -------
15,634 14,056
LIFO Reserve (1,366) (1,366)
------- -------
$14,268 $12,690
======= =======
</TABLE>
(3) Income Taxes
------------
Income tax expense (benefit) represents an estimate of the effective income tax
rate for the current fiscal year including adjustments to the Company's deferred
income tax liability for prior years taxes.
(4) Dividends
---------
The Company's cumulative convertible preferred stock (the "Preferred Stock") is
entitled to accrue quarterly dividends ranging from $.1875 to $.4375 per share,
based upon the operating income (as defined) of The J.M. Ney Company ("Ney"), a
wholly-owned subsidiary of the Company. No dividends were declared on the
Preferred Stock during the period, although they were earned at the rate of
$.1875 per share, due to restrictions in the Company's debt covenants as
discussed below.
Under the terms of the Company's 10 1/2% convertible subordinated debentures,
the Company is restricted from paying dividends on its capital stock after April
14, 1993 until such time as the Company's cumulative consolidated earnings, as
defined, reach specified amounts.
Due to the above restriction, the Company anticipates that it will be precluded
from paying the quarterly Preferred Stock dividend for the foreseeable future.
Through the second quarter of fiscal 1996, approximately $1,104,000 has been
accrued for this arrearage (for further information concerning the Company's
ability to pay dividends on or purchase or redeem its capital stock see the
Liquidity and Capital Resources Section of Management's Discussion and Analysis
of Results of Operations and Financial Condition and Part II, Item 3 below).
- 6 -
