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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
U.S. ALCOHOL TESTING OF AMERICA, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
91154J101
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(CUSIP Number)
Steven A. Cohen 777 Long Ridge Road, (203) 614-2000
Stamford, Connecticut 06902
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 26, 1996
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(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 /x/. (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 all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 91154J101 Page 2 of 7 Pages
--------------
- ------------------------- -------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
1,221,700
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8 SHARED VOTING POWER
NUMBER OF 599,100
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,221,700
PERSON WITH
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10 SHARED DISPOSITIVE POWER
599,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.16%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 91154J101 Page 3 of 7 Pages
--------------
- ------------------------- -------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Advisors, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(B) / /
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
None
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8 SHARED VOTING POWER
NUMBER OF 599,100
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
599,100
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
599,100
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.70%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER
This Schedule 13D, filed July 5, 1996, by Steven A. Cohen ("Cohen") and
S.A.C. Capital Advisors, LLC, a Delaware limited liability company ("SAC
Advisors", and, together with Cohen, the "Reporting Persons"), relates to the
shares of common stock, $0.01 par value per share (the "Shares") of U.S. Alcohol
Testing of America, Inc., a Delaware corporation (the "Company") with its
principal executive offices located at 10410 Trademark Street, Rancho Cucamongo,
California 91730.
Item 2. IDENTITY AND BACKGROUND
Mr. Cohen's principal occupation is as an investment manager. He is a
citizen of the United States of America. SAC Advisors, a Delaware limited
liability company, engages in the active trading of securities and, to a lesser
extent, commodity interests on a discretionary basis on behalf of various
entities. Mr. Cohen is the Managing Member, President, and Chief Executive
Officer of SAC Advisors. The other officers of SAC Advisors, each of whom is a
citizen of the United States of America, are Scott J. Lederman, Executive Vice
President and Secretary, Barry M. Skalka, Executive Vice President and Treasurer
and Terence E. Fox, Executive Vice President. The principal business address of
each of the Reporting Persons, Mr. Lederman, Mr. Skalka and Mr. Fox is 777 Long
Ridge Road, Stamford, Connecticut 06902.
None of the Reporting Persons, Mr. Lederman, Mr. Skalka or Mr. Fox have
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor have any of them been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in or subjected any of them to a judgment, decree,
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds (including commissions) required by the
Reporting Persons to purchase the Shares owned beneficially by them was as
follows:
Steven A. Cohen $3,549,688
SAC Advisors $1,843,221
The Shares beneficially owned by SAC Advisors are directly owned by S.A.C.
Capital Associates, LLC, an Anguillan limited liability company ("SAC
Associates"). SAC Associates is not listed as a Reporting Person on this
Schedule 13D because all voting power and investment power (as defined in Rule
13d-3) has been vested with SAC Advisors pursuant to an Investment Management
Agreement between SAC Advisors and SAC Associates entered into as of January 2,
1996. All funds used by SAC Advisors to purchase the Shares directly owned by
SAC Associates were derived from SAC Associates' working capital and all funds
used by Cohen to purchase the shares directly owned by him were derived from
personal funds. Such funds may include margin debt incurred from time to time
in the ordinary course of business pursuant to customary margin agreements with
Spear, Leeds & Kellogg.
Item 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares for the purpose of investment
because they believe the Shares represented a favorable investment opportunity.
The Reporting Persons are evaluating and will continue to evaluate the
investment potential of the Shares. Depending on various factors including the
results of such evaluation, the Company's business prospects and financial
position, other developments concerning the Company, the price level of the
Shares, available opportunities to acquire or dispose of Shares or realize
trading profits, conditions in the securities markets and general economic and
industry conditions, reinvestment
4 of 7
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opportunities and developments relating to its business, the Reporting Persons
may in the future take such actions with respect to such holdings in the Company
as they deem appropriate in light of circumstances existing from time to time.
Such actions may include the purchase of additional Shares in the open market,
through privately negotiated transactions with third parties or otherwise, or
the sale at any time, in the open market, through privately negotiated
transactions with third parties or otherwise, of all or a portion of the Shares
now owned or hereafter acquired.
Except as set forth above, as of the date of this Schedule, none of the
Reporting Persons or the entities and individuals described in Item 2 above has
any plans or proposals which would result in or relate to any of the
transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons beneficially own 1,221,700 Shares representing
5.16% of the 35,309,210 Shares reported by the Company as outstanding
as of June 11, 1996.
(b) As the Managing Member of SAC Advisors, Mr. Cohen shares with SAC
Advisors the power to vote and dispose of all of the Shares owned
beneficially by SAC Advisors. None of the entities or individuals
described in Item 2 other than the Reporting Persons has the power to
vote or direct the vote, or dispose or direct the disposition of, the
Shares.
(c) Except as set forth in Annex 1 hereto, no transactions in Shares were
effected during the past 60 days by the Reporting Persons.
(d) SAC Associates has the right to receive dividends from, or the
proceeds from the sale of, the Shares beneficially owned by SAC
Advisors.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the Investment Management Agreement and the margin agreements
described in Item 3, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof or
between such persons and any other person with respect to any securities of the
Company, including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are required to be filed.
5 of 7
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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.
/s/ STEVEN COHEN
-----------------------------------
Date: July 5, 1996 Steven A. Cohen
S.A.C. Capital Advisors, LLC
By: /s/ STEVEN A. COHEN
---------------------------------------
Steven A. Cohen, its Managing Member
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ANNEX 1
Transactions by Reporting Person in Common Stock of
U.S. Alcohol Testing of America, Inc. within 60 days of
June 26, 1996
Number of Shares Average Price
Trade Date Bought/(Sold) (1) per Share (2)
- ---------- ----------------- -------------
SAC Advisors
6/17/96 31,600 2.790
Steven Cohen
5/7/96 361,300 3.125
5/10/96 50,000 3.250
5/17/96 235,000 3.125
5/17/96 50,000 3.250
6/19/96 35,300 2.750
6/19/96 18,300 2.813
6/20/96 25,000 2.625
6/20/96 25,000 2.750
6/21/96 125,600 2.625
6/24/96 6,000 2.500
6/25/96 55,000 2.500
6/26/96 40,000 2.3125
6/26/96 50,000 2.375
6/26/96 45,000 2.4375
6/26/96 25,000 2.5
6/26/96 25,000 2.5625
6/27/96 50,000 2.4375
(1) Unless otherwise indicated, all transactions were effected on the American
Stock Exchange, regional stock exchanges or the over-the-counter market.
(2) Prices exclude commission
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