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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. 6
ANDERSEN GROUP, INC.
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(Name of Issuer)
ANDERSEN GROUP, INC. and Andersen Capital L.P.
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(Name of Person(s) Filing Statement)
Series A Cumulative Convertible Preferred Stock
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(Title of Class of Securities)
033501206
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(CUSIP Number of Class of Securities)
Francis E. Baker
President
Andersen Group, Inc.
Ney Industrial Park
Bloomfield, CT 06002
(203) 242-0761
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(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
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(Date Tender Offer First Published,
Sent Or Given to Security Holders)
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Calculation of filing fee
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Transaction Amount of
Valuation* Filing Fee
$5,273,037 $1,054
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* 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
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Form or Registration No.: Schedule 13E-4
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Filing Party: Andersen Group, Inc.
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Date Filed: June 5, 1995
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Item 1. Security and Issuer.
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(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, (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 and (vii) in the first paragraph
of the Sixth Amendment to Offer to Purchase for Cash, dated December 1, 1995
(the "Sixth Amendment"), filed as Exhibit (a)(1)(F) 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.
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(a) Omitted in accordance with General Instruction E.
(b) Not applicable.
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Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
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Affiliate.
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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 during the forty (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, the forty (40) business days prior to
November 1, 1995, or the forty (40) business days prior to December 1, 1995.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
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to the Issuer's Securities.
--------------------------
Omitted in accordance with General Instruction E.
Item 6. Persons Retained, Employed or to be Compensated.
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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.
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(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)(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)(1)(F) Sixth Amendment to Offer to Purchase for Cash dated December 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.
(a)(11) Press Release dated December 1, 1995.
(b) Not applicable.
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*(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.
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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.
December 1, 1995 By: /s/ Francis E. Baker
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Francis E. Baker
Its President
ANDERSEN CAPITAL L.P.
By: ACLP, Inc.,
Its General Partner
By: /s/ Thomas L. Seifert
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Thomas L. Seifert
Its Vice President
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EXHIBIT INDEX
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*(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)(1)(F) Sixth Amendment to Offer to Purchase for Cash dated December 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.
(a)(11) Press Release dated December 1, 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
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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.
</TABLE>
___________________________
* Previously filed.
<PAGE>
Exhibit (a)(1)(F)
SIXTH 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 JANUARY 15, 1996, UNLESS FURTHER EXTENDED
(SUCH TIME AND DATE, THE "EXPIRATION DATE").
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This Sixth Amendment to Offer to Purchase for Cash (the "Sixth Amendment")
is first being mailed on or about December 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. The Offer - Conditions of the Offer - Satisfaction of
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Conditions
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THE COMPANY IS PLEASED TO ADVISE PREFERRED STOCKHOLDERS THAT THE CONDITIONS
OF THE OFFER, AS SET FORTH UNDER "THE OFFER - CONDITIONS OF THE OFFER", HAVE
BEEN SATISFIED. First, the Company has consummated the Dental Divestiture,
effective at the close of business on November 28, 1995 in accordance with its
Asset Purchase Agreement (the "Purchase Agreement") with Phoenix Shannon p.l.c.
of Shannon, County Clare, Ireland. Second, there have been properly tendered
and not withdrawn prior to the Expiration Date more than the Minimum Number
(250,000) of shares of Preferred Stock - approximately 291,000 shares of
Preferred Stock having been so tendered and not withdrawn. The Company intends
to proceed expeditiously with determining the number of properly tendered shares
of Preferred Stock that the Company may accept in accordance with the terms of
the Offer.
As set forth under "The Offer - Acceptance of Shares of Preferred Stock;
Delivery of the Consideration", the Company intends to give oral and written
notice to the exchange agent of its acceptance of the validly tendered shares of
Preferred Stock as soon as the Company has verified the adequacy of Consolidated
Net Income through November 30, 1995 so that the Company can effect payment for
the tendered shares. At the present time, the Company expects that it will
accept all shares of Preferred Stock which have been tendered to date and not
withdrawn and which it is able to accept without violating the Restrictive
Covenants. However, the Company must await the results of its operations for the
current fiscal quarter in order to verify the availability of sufficient
Consolidated Net Income in order to permit consummation of the Offer. As noted
under "Restrictive Covenants", even if the Company does not have sufficient
Consolidated Net Income and therefore the Company does not acquire all of the
shares of Preferred Stock tendered pursuant to the Offer, the Standby Purchaser
has the right, but not the obligation, to purchase all shares tendered pursuant
to the Offer and not purchased by the Company. See "The Standby Agreement."
In consummating the Purchase Agreement with Phoenix Shannon, the Company's
subsidiary, The J.M. Ney Company ("Ney"), received net cash of approximately
$15.1 million, subject to a post-closing purchase price adjustment based on the
increase or decrease in the net asset value of the Dental Division from February
28, 1995
<PAGE>
to November 28, 1995; a two-year, interest bearing note for $1.0 million; and
200,000 Phoenix Shannon Ordinary Shares, as well as other consideration. Under
the Dental Divestiture, Ney will continue in a three year contract as the dental
alloy supplier to Phoenix Shannon's American subsidiary, Ney Dental
International, Inc.
Section 2. Special Factors - Background of the Offer.
------------------------------------------
As set forth under Section 1 of this Sixth Amendment, the Company has
consummated the Dental Divestiture under its Purchase Agreement with Phoenix
Shannon. As a result, that condition of the Offer that the Company consummate
the Dental Divestiture has been satisfied.
Section 3. Extension of the Offer.
----------------------
The Offer is hereby extended until midnight, eastern time, on January 15,
1996, unless further extended (such time and date, the "Expiration Date").
The Company will notify the Exchange Agent of any such extension by oral
and written notice and make a public announcement thereof prior to 9:00 A.M.,
eastern time, on or before January 16, 1996.
Section 4. Number of Shares Deposited With Exchange Agent.
----------------------------------------------
As of the date of this Sixth 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 5. Other Terms and Conditions.
--------------------------
Except as expressly amended by the provisions of this Sixth Amendment, all
other terms and conditions of the Offer remain in full force and effect.
ANDERSEN GROUP, INC.
December 1, 1995
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<PAGE>
Exhibit (a)(11)
FOR IMMEDIATE RELEASE
CONTACT:
BERNARD F. TRAVERS, III
ASSISTANT SECRETARY AND
DIRECTOR OF LAW AND TAXATION
ANDERSEN GROUP, INC.
860/242-0761
ANDERSEN GROUP CONSUMMATES DENTAL DIVISION DIVESTITURE AND EXTENDS SELF TENDER
OFFER FOR PREFERRED STOCK
Bloomfield, Connecticut, December 1, 1995 -- Andersen Group, Inc. (NASDAQ:
ANDR) (the "Company") announced on Wednesday, November 29, 1995 that it had
completed its previously announced divestiture of the assets of the Company's
Dental Division, subject to certain liabilities, to Phoenix Shannon p.l.c of
Shannon, County Clare, Ireland, effective at the close of business on November
28, 1995. Phoenix Shannon is a publicly held dental alloy and equipment
producer.
In closing the Dental Division divestiture, the Company's subsidiary, The
J.M. Ney Company ("Ney"), received approximately $15.1 million in net cash,
subject to a post-closing purchase price adjustment based on the increase or
decrease in the net asset value of the Dental Division from February 28, 1995 to
November 28, 1995; a two year, interest bearing note for $1.0 million; and
200,000 Phoenix Shannon Ordinary Shares, as well as other consideration. As
part of the Agreement, Ney will supply Phoenix Shannon's American subsidiary,
Ney Dental International, Inc., with precious metal dental alloys manufactured
in accordance with current formulations for a three year period.
<PAGE>
Since the divestiture transaction has closed, the condition that the
Company consummate the Dental Divestiture in order to complete 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, has been satisfied. However, the Company must await the
results of its operations for the fiscal quarter ended November 30, 1995 in
order to verify the availability of sufficient Consolidated Net Income to permit
consummation of the tender offer. Pending that determination, the Company has
extended its tender offer to midnight on January 15, 1996. The Company intends
to give oral and written notice to the exchange agent of the Company's
acceptance of the permitted number of validly tendered shares of Preferred Stock
as soon as the Company has verified the adequacy of Consolidated Net Income
through November 30, 1995 so that the Company can effect payment for the
permitted number of tendered shares.
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.
Andersen Group is a diversified holding company. Its subsidiaries
manufacture precious metal alloys, electronic components and connectors, and
industrial ultrasonic cleaners. The Company also has a 19% interest in a video
products company.
