<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. 2
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)
<PAGE>
Calculation of filing fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
<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
-----------------------
-2-
<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 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, 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, and 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. 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.
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
-3-
<PAGE>
during the 40 business days prior to June 5, 1995, the forty (40) business days
prior to June 21, 1995, or the forty (40) business days prior to July 7, 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) Not applicable.
(a)(3)-(b)(3) Omitted in accordance with General Instruction E.
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.
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)(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.
-4-
<PAGE>
*(a)(5) Notice of Guaranteed Delivery.
*(a)(6) Press Release dated June 5, 1995.
(a)(7) Press Release dated July 7, 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.
*(h) Consent of McTeague Investment Bankers, Inc., dated June 2, 1995.
_______________________________
* Previously filed.
-5-
<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.
July 7, 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
-6-
<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)(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.
(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.
*(h) Consent of McTeague Investment Bankers, Inc., dated June 2, 1995.
___________________________
* Previously filed.
<PAGE>
Exhibit (a)(1)(B)
SECOND 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 FRIDAY JULY 28, 1995, UNLESS FURTHER EXTENDED |
| (SUCH TIME AND DATE, THE "EXPIRATION DATE"). |
+-----------------------------------------------------------------------------+
This Second Amendment to Offer to Purchase for Cash (the "Second
Amendment") is first being mailed on or about July 7, 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. Extension of the Offer.
----------------------
The Offer is hereby extended until midnight, eastern time, on Friday July
28, 1995, unless further extended (such time and date, the "Expiration Date").
The Company notified the Exchange Agent of such extension by oral and
written notice and made a public announcement thereof prior to 9:00 A.M.,
eastern time, on July 10, 1995.
Section 2. Number of Shares Deposited With Exchange Agent.
----------------------------------------------
As of the date of this Second Amendment, approximately 184,000 shares of
Preferred Stock have been deposited with the Exchange Agent.
Section 3. Special Factors - Background of the Offer.
-----------------------------------------
As set forth under "Special Factors - Background of the Offer", the Company
conducted negotiations during April and May 1995 with respect to preliminary
forms of the divestiture agreements for the Dental Divestiture. These
negotiations are continuing to the date of this Second Amendment, but no
definitive agreements have been reached.
Section 4. Other Terms and Conditions.
--------------------------
Except as expressly amended by the provisions of this Second Amendment, all
other terms and conditions of the Offer remain in full force and effect.
ANDERSEN GROUP, INC.
July 7, 1995
<PAGE>
Exhibit (a)(7)
FOR IMMEDIATE RELEASE
CONTACT:
JACK E. VOLINSKI
CHIEF FINANCIAL OFFICER
ANDERSEN GROUP, INC.
203/242-0761
ANDERSEN GROUP EXTENDS SELF TENDER OFFER FOR PREFERRED STOCK
Bloomfield, Connecticut, July 7, 1995 -- Andersen Group, Inc. (NASDAQ:
ANDR) (the "Company") announced that it 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 Friday July 28, 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, after 5:00 p.m., Eastern time on or after August 1, 1995.
Approximately 184,000 shares of the Preferred Stock have been deposited
with the Company's Exchange Agent to date.
