<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. 1
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 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 and
in the first paragraph in the First Amendment to Offer to Purchase for Cash,
dated June 21, 1995 (the "First Amendment") filed as Exhibit (a)(1)(A) 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) Information with respect to the principal market for and price range of
the Shares is incorporated by reference to the discussion under the heading
"Price Ranges of the Common Stock and the Preferred Stock" in the Offer to
Purchase.
(d) Andersen Capital L.P., a Delaware limited partnership (the "Standby
Purchaser"), is jointly filing this statement with the Company. The sole
general partner ("General Partner") of the Standby Purchaser is ACLP, Inc., a
Delaware corporation. The sole stockholder and director and president of the
General Partner is Oliver R. Grace, Jr. The address of each of the Standby
Purchaser, the General Partner and Mr. Grace, Jr. is Eden Tree Farm, 55
Brookville Road, Glen Head, New York 11545. Information regarding the General
Partner and Mr. Grace, Jr. as well as with respect to the nature of the
affiliation between each of them and the Company is incorporated by reference to
the discussion under the headings "Summary of the Offer - Standby Agreement,"
"Special Factors -Interests of Certain Persons in the Offer" and "The Standby
Agreement" in the Offer to Purchase.
Item 2. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
(a) Information with respect to the source and total amount of funds to be
used for the purchase of Shares is incorporated by
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<PAGE>
reference to the discussion under the headings "Sources of Funds" and "The
Standby Agreement" in the Offer to Purchase.
(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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Information with respect to the purpose of the Offer (as such term is
defined in the Offer to Purchase) and the possible results of the Offer is
incorporated herein by reference to the discussion under the headings "Special
Factors", "The Dental Divestiture", "The Offer" and "Purposes and Effects of the
Offer" in the Offer to Purchase and by reference to the discussion under Section
5 in the First Amendment. Except as set forth under such headings of the Offer
to Purchase or such section of the First Amendment, there are no present plans
or proposals which relate to or would result in:
(a) The acquisition by any person, other than the Company, of
additional securities of the Company or the disposition of any such
securities by any such person;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) Any sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company;
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization, of the Company;
(f) Any other material change in the Company's corporate structure or
business;
(g) Any changes in the Company's Amended and Restated Articles of
Incorporation or By-laws or other actions which may impede the acquisition
of control of the Company by any person;
(h) The delisting of any class of equity security of the Company from
any national securities exchange or the cessation of the quotation of any
such security on any inter-dealer quotation system of a registered national
securities association;
(i) Any class of equity security of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
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<PAGE>
(j) The suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Securities Exchange Act of 1934.
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 or the forty (40)
business days prior to June 21, 1995.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect
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to the Issuer's Securities.
--------------------------
Neither the Company nor, to the Company's knowledge, any of its executive
officers or directors nor the Standby Purchaser nor any executive officer or
director of the General Partner nor any other partner of the Standby Purchaser
is a party to any material contract, arrangement, understanding or relationship
between them and any other person with respect to the Company's securities
relating, directly or indirectly, to the Offer to Purchase, except as is set
forth in the Standby Purchase Agreement attached hereto as Exhibit c and
discussed under the headings "Special Factors -Interests of Certain Persons in
the Offer" and "The Standby Agreement" in the Offer to Purchase which is
incorporated herein by reference.
Item 6. Persons Retained, Employed or to be Compensated.
-----------------------------------------------
Information with respect to persons employed, retained or to be compensated
by the Company or the Standby Purchaser or by any person on behalf of the
Company or the Standby Purchaser to make solicitations or recommendations in
connection with the Offer is incorporated herein by reference to the discussion
under the headings "Important" and "The Offer - Payment of Expenses" in the
Offer to Purchase.
Item 7. Financial Information.
---------------------
(a)(1) Incorporated herein by reference to 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 as Exhibit g hereto.
(a)(2) Not applicable.
(a)(3)-(b)(3) Incorporated by reference to the discussion under the
headings "Summary Historical Financial Data" and "Pro Forma Data" in the Offer
to Purchase.
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<PAGE>
Item 8. Additional Information.
----------------------
(a) There is no present or proposed material contract, arrangement,
understanding or relationship between the Company and any of its executive
officers, directors or affiliates other then as disclosed in Item 5 of this
Schedule.
(b) There are no applicable regulatory requirements which must be complied
with or approvals which must be obtained in connection with this Offer.
(c) Not applicable.
(d) There are no material pending legal proceedings relating to the Offer.
(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)(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.
(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
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<PAGE>
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.
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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.
June 21, 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)(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.
(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>
FIRST 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 FRIDAY JULY 7, 1995, UNLESS EXTENDED
(SUCH TIME AND DATE, THE "EXPIRATION DATE").
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This First Amendment to Offer to Purchase for Cash (the "First Amendment")
is first being mailed on or about June 21, 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, 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.
---------------------------------
The information set forth under "The Offer-Conditions of the Offer" is
hereby amended and restated to read in its entirety as follows:
"Conditions of the Offer
The Company will not be required to accept any shares of Preferred
Stock tendered, and may terminate or amend the Offer as provided herein before
the acceptance of shares of Preferred Stock, if any of the following conditions
exist:
(i) there shall not have been properly tendered or withdrawn prior to
the Expiration Date a minimum of 250,000 shares of the Preferred Stock;
(ii) the Company does not consummate the Dental Divestiture or does
not have as of the end of the fiscal quarter during which the Dental
Divestiture is consummated adequate aggregate Consolidated Net Income to
purchase the tendered shares of Preferred Stock in accordance with the
Offer in compliance with the Restrictive Covenants (see "Restrictive
Covenants"); or
(iii) any action or proceeding is instituted or threatened in any
court or by or before any governmental agency with respect to the Offer
that, in the judgment of the management of the Company may have a material
adverse effect on the contemplated benefits of the Offer to the Company; or
(iv) there shall have occurred (A) any general suspension of, or
limitation on prices for, trading in securities listed on the over-the-
counter market; (B) a declaration of a banking moratorium by United States,
New York or Connecticut authorities, or (C) commencement of a war, armed
hostilities or other international or national emergency directly or
indirectly involving the United States.
If condition (ii) in the immediately preceding paragraph under this heading
has not been satisfied or waived by the Company prior to the Expiration Date,
the Company may, but is not obligated to, extend the Expiration Date.
<PAGE>
At the present time, the Company estimates that the time period required to
consummate the Dental Divestiture could be up to approximately ninety (90) days.
Nevertheless, the Company does not now intend to proceed with the Dental
Divestiture unless the Minimum Number of Shares -- 250,000 shares of Preferred
Stock -- are tendered.
Since the withdrawal rights of the Preferred Stockholders will be available
during any extension of the Offer and after August 1, 1995, in any event, even
if the Minimum Number of Shares are tendered and not withdrawn prior to August
1, 1995, there can be no assurance that some or all of such tendered shares
won't be withdrawn thereafter. Under those circumstances, condition (i) relating
to the Minimum Number of Shares would not remain satisfied pending consummation
of the Dental Divestiture. Since the Company has the right to reduce the
Minimum Number of Shares or waive that condition as well as any other condition
in respect of the Offer, as to which the Company can give no assurance, the
Company could proceed with the Dental Divestiture even if the Minimum Number of
Shares were not tendered notwithstanding the Company's present intention not to
do so. Consummation of the Dental Divestiture under such circumstances will
depend upon the factors then deemed relevant by the Company.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to such
conditions or may be waived by the Company in whole or in part at any time and
from time to time in its sole discretion. Any determination by the Company
concerning the events described above will be final and binding upon all
parties."
Section 2. The Offer - Acceptance of Shares of Preferred Stock; Delivery
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of the Consideration.
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As set forth under "The Offer - Acceptance of Shares of Preferred Stock;
Delivery of the Consideration", if tendered shares remain to be accepted after
the Company has accepted all of the shares of Preferred Stock tendered into the
Offer that the Company may purchase under the Restrictive Covenants and after
the Standby Purchaser has exercised, or decided not to exercise, its right to
purchase shares of tendered Preferred Stock which have not been purchased by
the Company, the Company and the Standby Purchaser (if applicable) will take up
and pay for the tendered shares as nearly as may be pro rata, disregarding
fractions, according to the number of securities tendered by each Preferred
Stockholder prior to the Expiration Date. If these rights were exercised, the
practical effect would result in changing the Offer to a partial offer.
Moreover, if the number of shares to be taken up and paid for were less than the
Minimum Number of Shares, the Company would be required to reduce that Minimum
Number of Shares or waive that condition in order to consummate the Dental
Divestiture. Additional information regarding any such changes will be set forth
in an amendment to the Offer. If the Company effects such an amendment, the
Company will extend the Offer for an appropriate period of time. See "The Offer
- -Expiration Date; Extensions; Terminations; Amendments."
The second full paragraph under "The Offer - Acceptance of Shares of
Preferred Stock; Delivery of the Consideration" has been modified to read in its
entirety as follows:
"The Company will cause the Exchange Agent to deliver the
Consideration promptly following the 46th day after the end of the fiscal
quarter of the Company during which the Dental Divestiture is consummated
(the "Payment Date"), and the Company intends to extend the Offer from time
to time during this time period."
Section 3. The Offer - Withdrawal Rights.
------------------------------
The information set forth in the first paragraph under "The Offer -
Withdrawal Rights" is hereby amended and restated to read in its entirety as
follows:
"Any Preferred Stockholder of record who has tendered shares of
Preferred Stock may 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, by delivery of written notice of withdrawal to
the Exchange
<PAGE>
Agent. Accordingly, there will be a right of withdrawal between the
Expiration Date and the Payment Date."
Section 4. 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 First Amendment, but no
definitive agreements have been reached.
Section 5. The Standby Agreement.
---------------------
The information set forth in the second paragraph under "The Standby
Agreement" is hereby amended to add the following at the end thereof:
"The Standby Purchaser has informed the Company that its purpose in
entering into the Standby Agreement is to provide additional liquidity
for the purchase of shares of Preferred Stock tendered pursuant to
the Offer which the Company does not purchase and that its present
intention is to hold any shares purchased for investment."
Section 6. Price Ranges of the Common Stock and the Preferred Stock.
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The information set forth in the table under "Price Ranges of the Common
Stock and The Preferred Stock" reflecting the "low" price for the Common Stock
for the Fourth Quarter of Fiscal Year 1994 is hereby amended to read "3 3/4."
<PAGE>
Section 7. Other Terms and Conditions.
--------------------------
Except as expressly amended by the provisions of this First Amendment, all
other terms and conditions of the Offer remain in full force and effect.
ANDERSEN GROUP, INC.
June 21, 1995
