<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. 3
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
Transaction Amount of
Valuation* Filing Fee
$5,273,037 $1,054
- --------------------------------------------------------------------------------
* 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 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, 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, and 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. 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
-1-
<PAGE>
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, or the forty (40) business days
prior to July 28 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 May 31,
1995, filed as Exhibit (g)(1) 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 Third Amendment, filed as Exhibit (a)(1)(C) 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.
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.
-2-
<PAGE>
*(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)(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.
(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.
*(h) Consent of McTeague Investment Bankers, Inc., dated June 2, 1995.
_______________________________
* Previously filed.
-3-
<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 28, 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)(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.
(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.
*(h) Consent of McTeague Investment Bankers, Inc., dated June 2, 1995.
___________________________
* Previously filed.
<PAGE>
Exhibit (a)(1)(C)
THIRD 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 SEPTEMBER 1, 1995, UNLESS FURTHER EXTENDED
(SUCH TIME AND DATE, THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
This Third Amendment to Offer to Purchase for Cash (the "Third Amendment")
is first being mailed on or about July 28, 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
September 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 made a public announcement thereof prior to 9:00 A.M.,
eastern time, on July 31, 1995.
Section 2. Number of Shares Deposited With Exchange Agent.
----------------------------------------------
As of the date of this Third Amendment, approximately 275,000 shares of
Preferred Stock have been deposited with the Exchange Agent. Accordingly, the
condition that a minimum of 250,000 shares be tendered is presently satisfied,
subject to the Preferred Stockholders' right to withdraw shares tendered prior
to the Expiration Date.
Section 3. Special Factors - Background of the Offer.
-----------------------------------------
As set forth under "Special Factors - Background of the Offer", the Company
has conducted negotiations during April, May, June and July 1995 with respect to
forms of the divestiture agreements for the Dental Divestiture. Although these
negotiations are continuing with one prospective buyer to the date of this Third
Amendment, and the unresolved points have been reduced, no definitive agreements
have been signed.
<PAGE>
Section 4. Summary Historical Financial Data
---------------------------------
The following table sets 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 May 31, 1995 and 1994 has
been summarized from the Company's Quarterly Report on Form 10-Q for the quarter
ended May 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.
<TABLE>
<CAPTION>
QUARTERS ENDED MAY 31,
---------------------------
1995 1994
------------- ------------
<S> <C> <C>
(UNAUDITED AND DOLLARS
IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
Consolidated Statements of Earnings Data:
Net sales..................................... $17,629 $16,137
Investment and other income................... 371 1,433
------- -------
Total revenues............................. 17,640 17,570
------- -------
Cost of sales................................. 12,101 11,164
Selling, general and administrative expenses.. 4,566 4,332
Research and development expenses............. 934 810
Interest expense.............................. 340 399
Total costs and expenses................... 17,941 16,705
------- -------
Income (loss) before income taxes
and extraordinary............................ (301) 865
Income tax expense (benefit).................. ( 81) 85
------- -------
Income (loss) before extraordinary item....... (220) 780
Extraordinary gain from early
extinguishment of debt, net of income
tax expense................................. -- 1
------- -------
Net income (loss)............................. (220) 781
Preferred dividend requirement................ (147) (148)
------- -------
Income (loss) applicable to common shares.....
$ (367) $ 633
======= =======
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
QUARTERS ENDED MAY 31,
---------------------------
1995 1994
------------- ------------
<S> <C> <C>
(UNAUDITED AND DOLLARS
IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
Consolidated Statements of Earnings Data (cont'd):
Earnings (loss) Per Common Share:(A)
Continuing operations....................... $ (.19) $ .33
Extraordinary item.......................... (.00) .00
------ -----
Income (loss) per common share.............. $(0.19) $0.33
Ratio of earnings to fixed charges(B)....... 10% 298%
</TABLE>
(A) The average number of shares of common stock outstanding during each period
was 1,934,205 in 1995 and 1,929,735 in 1994, respectively.
(B) Earnings for the quarter ended May 31, 1995 were inadequate to cover fixed
charges and preferred stock dividends by $448,000.
-3-
<PAGE>
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 28,
--------------- -------------------
1995 1995
--------------- -------------------
<S> <C> <C>
(unaudited and dollars in thousands,
except per share amounts)
Consolidated Balance Sheet Data:
Total assets....................................... $45,493 $43,678
Total current liabilities.......................... 13,126 10,947
Long-term debt, less current maturities............ 8,753 8,784
Other long-term obligations........................ 1,156 1,160
Deferred income taxes.............................. 2,281 2,281
Redeemable cumulative convertible preferred stock.. 10,631 10,593
Common stock....................................... 2,103 2,103
Retained earnings.................................. 5,608 5,975
Total common and other stockholders' equity........ 9,546 9,913
Book value per common share........................... $4.93 $5.13
======= =======
</TABLE>
-4-
<PAGE>
PRO FORMA DATA
The following table sets forth certain financial information of the Company at
May 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 $18.0 million in cash for the Dental Divestiture,
approximately $1.2 million in cash for the post closing purchase price
adjustment and that both transactions had occurred on May 31, 1995.
<TABLE>
<CAPTION>
AS OF MAY 31, 1995
------------------------------------
PRO FORMA
ACTUAL ADJUSTMENTS PRO FORMA
--------- ------------- ----------
<S> <C> <C> <C>
(IN THOUSANDS)
Total assets................................... $ 45,493 $ 1,481 (1) $46,974
Total liabilities.............................. 25,316 (1,129)(2) 24,187
Working capital................................ 14,899 3,498 (3) 18,397
Long-term debt and other obligations........... 9,909 -- 9,909
Redeemable cumulative convertible
preferred stock, authorized 800,000
shares; issued 789,625 shares;
589,036 shares outstanding at
May 31, 1995; and 339,036 pro
forma outstanding at May 31,
1995.......................................... 10,631 (4,510)(4) 6,121
======== ======= =======
Common stock, authorized 6,000,000
shares; 1,934,205 shares outstanding
at May 31, 1995 and pro forma
outstanding at May 31, 1995................... 2,103 -- 2,103
Additional paid-in capital..................... 1,925 1,448 (5) 3,373
Retained earnings.............................. 5,608 5,475 (6) 11,083
Treasury Stock................................. (90) (90)
-------- ------- -------
Total common and other stockholders'
equity........................................ 9,546 6,923 16,469
======== ======= =======
Book value per common share(B)................. $4.93 $3.67 (7) $8.60
- --------------------
</TABLE>
-5-
<PAGE>
NOTES TO PRO FORMA DATA
(1) Pro Forma Total Asset Adjustments:
<TABLE>
<S> <C>
Total assets $ 45,493
Add: Dental divestiture
proceeds 19,200
Less: Dental assets
divested (13,806)
Transaction costs (850)
Preferred stock cash
tender (3,063)
--------
Total Pro Forma Assets $ 46,974
========
(2) Pro Forma Total Liabilities Adjustments:
Total liabilities $ 25,316
Add: Accrued income taxes 1,600
Less: Preferred stock
dividend reduction (375)
Dental liabilities
divested (1,364)
Deferred income taxes (700)
--------
Total Pro Forma Liabilities $ 24,187
========
(3) Pro Forma Working Capital Adjustments:
Total working capital $ 14,899
Add: Dental divestiture proceeds 19,200
Dental current liabilities
divested 1,364
Preferred stock
dividend reduction 375
Less: Dental current assets
divested (11,928)
Accrued income taxes (1,600)
Transaction costs (850)
Preferred stock cash
tender (3,063)
--------
Total Pro Forma Working Capital $ 18,397
========
</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>
<CAPTION>
<S> <C>
Total retained earnings $ 5,608
Add: Gain on dental divestiture,
net of taxes and
transaction costs 5,100
Preferred stock dividend
reduction 375
-------
Total pro forma retained earnings $11,083
=======
(7) Pro Forma Book Value Per Share:
Total common and other stockholders' equity $ 9,546
Add: Gain on dental divestiture 5,100
Preferred stock dividend reduction 375
Addition to additional paid in capital
for preferred stock repurchase 1,625
-------
Pro forma common and other stockholders' equity 16,646
Number of shares of common stock outstanding 1,934
-------
Pro forma book value per share $8.60
=======
</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 Third Amendment, all
other terms and conditions of the Offer remain in full force and effect.
ANDERSEN GROUP, INC.
July 28, 1995
-7-
<PAGE>
Exhibit (a)(8)
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 28, 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 September 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, after 5:00 p.m., Eastern time on or after August 1, 1995.
Approximately 275,000 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' right to withdraw shares tendered prior to the
expiration date.
The Company continues to conduct negotiations with one prospective buyer
for the sale of its Dental Division. Although these negotiations are continuing
to this date and unresolved points have been reduced, no definitive agreements
have been signed.
<PAGE>
Exhibit (g)(1)
ANDERSEN GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
May 31, 1995 Feb. 28, 1995
- -----------------------------------------------------------------------------------
(unaudited) (audited)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 2,783 $ 2,709
Marketable securities 2,016 2,180
Accounts and other receivables less
allowance for doubtful accounts of $440 and $360 9,542 7,921
Inventories 13,376 12,690
Prepaid expenses and other assets 308 520
- -----------------------------------------------------------------------------------
Total current assets 28,025 26,020
- -----------------------------------------------------------------------------------
Property, plant and equipment 22,508 22,348
Accumulated depreciation (11,334) (10,930)
- -----------------------------------------------------------------------------------
Property, plant and equipment, net 11,174 11,418
- -----------------------------------------------------------------------------------
Prepaid pension expense 3,553 3,517
Other assets 2,741 2,723
- -----------------------------------------------------------------------------------
$ 45,493 $ 43,678
- -----------------------------------------------------------------------------------
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
STOCK AND COMMON AND OTHER STOCKHOLDERS' EQUITY
- -------------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 1,696 $ 2,119
Short term debt 5,993 3,543
Other current liabilities 5,437 5,285
- -----------------------------------------------------------------------------------
Total current liabilities 13,126 10,947
- -----------------------------------------------------------------------------------
Long term debt, less current maturities 8,753 8,784
Other liabilities 1,156 1,160
Deferred income taxes 2,281 2,281
Redeemable cumulative convertible preferred stock 10,631 10,593
- -----------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock 2,103 2,103
Additional paid-in capital 1,925 1,925
Retained earnings 5,608 5,975
Treasury stock, at cost (90) (90)
- -----------------------------------------------------------------------------------
Total stockholders' equity 9,546 9,913
- -----------------------------------------------------------------------------------
$ 45,493 $ 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
(unaudited) May 31, 1995 May 31, 1994
- -----------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Net sales $17,269 $16,137
Investment and other income 371 1,433
- -----------------------------------------------------------------------------
17,640 17,570
- -----------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of sales 12,101 11,164
Selling, general and administrative 4,566 4,332
Research and development 934 810
Interest expense 340 399
- -----------------------------------------------------------------------------
17,941 16,705
- -----------------------------------------------------------------------------
Income (loss) before income taxes
and extraordinary item (301) 865
Income tax expense (benefit) (81) 85
- -----------------------------------------------------------------------------
Income (loss) before extraordinary item (220) 780
Extraordinary gain from early extinguishment
of debt, net of income tax expense -- 1
- -----------------------------------------------------------------------------
Net income (loss) (220) 781
Preferred dividend requirement (147) (148)
- -----------------------------------------------------------------------------
Income (loss) applicable to common shares $ (367) $ 633
- -----------------------------------------------------------------------------
EARNINGS (LOSS) PER COMMON SHARE:
Continuing operations $ (0.19) $ 0.33
Extraordinary item 0.00 0.00
- -----------------------------------------------------------------------------
Income (loss) applicable to common shares $ (0.19) $ 0.33
- -----------------------------------------------------------------------------
DIVIDENDS DECLARED PER SHARE:
Preferred $ 0.00 $ 0.00
- -----------------------------------------------------------------------------
Common $ 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>
Three months ended
(unaudited) May 31, 1995 May 31, 1994
- -------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (220) $ 781
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities:
Depreciation, amortization and accretion 575 581
Gain on sale of cellular investment -- (1,216)
Pension income (36) (36)
Changes in operating assets and liabilities:
Accounts and notes receivable (1,621) (1,261)
Inventories (686) (2,748)
Prepaid expenses and other assets 107 (296)
Accounts payable (423) 356
Accrued expenses and other long-term obligations 40 828
- -------------------------------------------------------------------------------------
Net cash used for operating activities (2,264) (3,011)
- -------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment, net (308) (167)
Proceeds from sale of cellular investment -- 3,316
Investment in other assets 63 --
Sale (purchase) of marketable securities, net 164 (1,039)
- -------------------------------------------------------------------------------------
Net cash provided by (used for) investing activities (81) 2,110
- -------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (31) (34)
Issuance of short term debt, net 2,450 1,050
- -------------------------------------------------------------------------------------
Net cash provided for financing activities 2,419 1,016
- -------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 74 115
Cash and cash equivalents - beginning of period 2,709 2,061
- -------------------------------------------------------------------------------------
Cash and cash equivalents - end of period $ 2,783 $ 2,176
- -------------------------------------------------------------------------------------
</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.
<TABLE>
<CAPTION>
(2) Inventories
-----------
Inventories consisted of the following:
(In thousands)
May 31, February 28,
1995 1995
------- ------------
<S> <C> <C>
Raw materials $ 818 $ 950
Work in process 2,688 2,732
Finished goods 11,236 10,374
------- -------
14,742 14,056
LIFO Reserve (1,366) (1,366)
------- -------
$13,376 $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
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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 first quarter of fiscal 1996, approximately $994,000 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).
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