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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Sandy Corporation
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
800296105
(CUSIP Number)
Steven A. Cohen, 520 Madison Avenue - 7th Floor, New York, New York
10022 (212) 826-6800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 4, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to
allother provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 800296105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 800296105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 810296105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Investments, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
Item 1. Security and Issuer
The Schedule 13D filed April 5, 1995, by Steven A. Cohen ("Mr.
Cohen"), with respect to the Common Stock, $0.01 par value per
share (the "Shares") of Sandy Corporation, a Michigan corporation
(the "Company"), and amended April 11, 1995, by Mr. Cohen and
S.A.C. Capital Management, L.P. ("Capital Management") and amended
January 5, 1996 by Mr. Cohen, Capital Management and S.A.C.
Investments, L.P. ("Investments," and together with Capital
Management and Mr. Cohen, the "Reporting Persons") is hereby
amended as set forth below.
Item 2. Identity and Background
No amendment.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Item 4 is hereby amended as follows: On January 4, 1996, the
Company was acquired by Automatic Data Processing, Inc. ("ADP")
through a merger (the "Merger") with ADP Mergerco, Inc.
("Mergerco"), a wholly owned subsidiary of ADP. Pursuant to the
Agreement and Plan of Merger dated August 22, 1995, by and among
the Company, ADP and Mergerco, holders of Shares received shares of
common stock of ADP in the Merger. The Merger resulted in the
Company ceasing to exist as a separate entity. Consequently the
Company does not have any outstanding shares and is no longer a
reporting company (as defined in the Securities Exchange Act of
1934). The Reporting Persons have no plans or proposals which
relate to or would result in any of the actions set forth in parts
(a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer
(a) - (d) Not applicable.
(e) The Reporting Persons ceased to be beneficial owners of more
than 5% of the Shares on January 4, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not applicable
Item 7. Material to be Filed as Exhibits
No exhibits are required to be filed.
Signature
After reasonable 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.
Date: January 11, 1996
/s/ STEVEN A. COHEN
- --------------------------
Steven A. Cohen
S.A.C. Capital Management L.P.
By: S.A.C. Capital Management, LLC, Its General Partner
By: /s/ STEVEN A. COHEN
--------------------------
Steven A. Cohen, Managing Member
S.A.C. Investments, L.P.
By: S.A.C. Capital Management, LLC, Its General Partner
By: /s/ STEVEN A. COHEN
---------------------------
Steven A. Cohen, Managing Member
