<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. 4
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
<TABLE>
<CAPTION>
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Transaction Amount of
Valuation* Filing Fee
<S> <C>
$5,273,037 $1,054
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</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
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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, and (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. 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.
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.
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<PAGE>
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, or the forty (40)
business days prior to August 15, 1995.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
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to the Issuer's Securities.
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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.
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(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.
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*(a)(1) Offer to Purchase for Cash, dated June 5, 1995.
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<PAGE>
*(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)(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.
(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
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<PAGE>
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.
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<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.
August 15, 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
<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)(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.
(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)(D)
FOURTH 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
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
WEDNESDAY NOVEMBER 1, 1995, UNLESS FURTHER EXTENDED (SUCH TIME AND DATE, THE
"EXPIRATION DATE").
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This Fourth Amendment to Offer to Purchase for Cash (the "Fourth
Amendment") is first being mailed on or about August 15, 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.
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As set forth under "Special Factors - Background of the Offer", the Company
has 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 with Phoenix Shannon p.l.c of Shannon, County Clare,
Ireland to sell the assets of its Dental Division subject to liabilities. The
sale, which is subject to numerous conditions including Phoenix Shannon
obtaining sufficient financing, has until October 30, 1995 to close.
Should the Asset Purchase Agreement with Phoenix Shannon close, based on a
February 28, 1995 net asset value, the Company's subsidiary, Ney, would receive
approximately $15.1 million in cash; 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 Asset 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 Asset Purchase Agreement with Phoenix Shannon closes, then the
condition of the Offer that the Company consummate the Dental Divestiture will
be satisfied.
Section 2. Extension of the Offer.
----------------------
The Offer is hereby extended until midnight, eastern time, on Wednesday
November 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 November 2, 1995.
<PAGE>
Section 3. Number of Shares Deposited With Exchange Agent.
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As of the date of this Fourth Amendment, approximately 281,000 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. Other Terms and Conditions.
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Except as expressly amended by the provisions of this Fourth Amendment, all
other terms and conditions of the Offer remain in full force and effect.
ANDERSEN GROUP, INC.
August 15, 1995
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<PAGE>
Exhibit (a)(9)
FOR IMMEDIATE RELEASE
CONTACT:
JACK E. VOLINSKI
CHIEF FINANCIAL OFFICER
ANDERSEN GROUP, INC.
203/242-0761
ANDERSEN GROUP SIGNS AGREEMENT TO SELL DENTAL BUSINESS AND EXTENDS SELF TENDER
OFFER FOR PREFERRED STOCK
Bloomfield, Connecticut, August 15, 1995 -- Andersen Group, Inc. (NASDAQ:
ANDR) (the "Company") announced on Friday August 11, 1995 that it has signed an
Asset 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
liabilities. The sale, which is subject to numerous conditions including
Phoenix Shannon obtaining financing, has until October 30, 1995 to close.
If the transaction closes, then the condition of the tender offer that the
Company consummate the Dental Divestiture will be 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 Wednesday November 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.
<PAGE>
Approximately 281,000 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.
