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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. 7
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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INTRODUCTION
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This Amendment No. 7 to Issuer Tender Offer Statement on Schedule 13E-4 is
the final amendment to the Issuer Tender Offer Statement filed by Andersen
Group, Inc., a Connecticut corporation (the "Company"), on June 5, 1995, and
subsequently amended on June 21, 1995, July 7, 1995, July 28, 1995, August 15,
1995, November 1, 1995 and December 1, 1995 (as so amended, the "Tender Offer
Statement").
The tender offer described in the Tender Offer Statement was terminated at
midnight on Monday, January 15, 1996, in accordance with the terms set forth in
the Tender Offer Statement. The Company terminated such tender offer by
accepting all 299,561 shares of its Series A Cumulative Convertible Preferred
Stock that were validly tendered and not withdrawn prior to the termination of
such tender offer.
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 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, (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 and (viii) in the
Press Release filed as Exhibit (a)(12) hereto. As of January 10, 1996, 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.
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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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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, the forty (40) business days prior to December 1, 1995, or the
forty (40) business days prior to January 17, 1996.
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 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.
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Item 8. Additional Information.
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(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.
*(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.
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*(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.
(a)(12) Press Release dated January 16, 1996.
(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.
*(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.
January 17, 1996 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
*(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.
(a)(12) Press Release dated January 16, 1996.
(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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Exhibit (a)(12)
FOR IMMEDIATE RELEASE
CONTACT:
BERNARD F. TRAVERS, III, Esq.
ASSISTANT SECRETARY AND
DIRECTOR OF LAW AND TAXATION
ANDERSEN GROUP, INC.
(860)242-0761
ANDERSEN GROUP COMPLETES SELF TENDER OFFER FOR PREFERRED STOCK
Bloomfield, Connecticut, January 16, 1996 -- Andersen Group, Inc. (NASDAQ:
ANDR) (the "Company") announced today that it has completed its previously
announced cash tender offer by accepting all validly tendered shares of its
Series A Cumulative Convertible Preferred Stock (the "Preferred Stock") at
$12.25 per share, net.
A total of approximately 299,000 shares of Preferred Stock were validly
tendered and the Company has requested its exchange agent to make payment to the
preferred shareholders this week.
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.
