13D Page 1of 4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(a)AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a) (Amendment No. 1)
Aydin Corporation
(Name of issuer)
Common Stock $1.00 Par Value
(Title of class of securities)
054681 10 1
(CUSIP number)
July 31, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d 1(e), 13d-1(f) or 13d-1(g), check the
following [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
_________
(1) 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 the disclosures
provided in a prior cover page. The information required in 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
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).
<PAGE>
CUSIP NUMBER 054681 10 1 13D Page 2 of 4
Pages
*** NOTE *** On July 31, 1998 SoGen International Fund, Inc. (the "Fund")
was reorganized as a separate investment portfolio under SoGen Funds, Inc.; all
the assets and liabilities of the Fund were transferred to a successor portfolio
under SoGen Funds, Inc. called SoGen International Fund (the "Successor
Portfolio"). As a result, the Fund has ceased to function as a registered
investment company and is in the process of filing Form N-8F to terminate its
registration with the Securities and Exchange Commission.
Going forward, information pertaining to the ownership of the Shares
formerly held by the Fund and now held by the Successor Portfolio, can be found
in the filings made by Societe Generale Asset Management Corp.(CIK No.
0000861863), the investment adviser to the Successor Portfolio ******
1. NAME OF REPORTING PERSONS S.S. OR I.R.S
DENTIFICATION NO.OF ABOVE PERSONS
SoGen International Fund, Inc. 13-2672902
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUTANT TO ITEM 2(D) OR 2(E) [ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- -------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
- -------------------------------------------------------------------------------
8. SHARED VOTING POWER
0 (See Note above for additional information.)
- -------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 (See Note above for additional information.)
- ----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Note above for additional information.)
- ----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% (See Note above for additional information.)
- ----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IV
- ----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT 13D
<PAGE>
13D Page 3 of 4 Pages
Item 1. Security and Issuer
- --------------------------------
Common Stock, $1 Par Value
Aydin Corporation ("Aydin"), 700 Dresher Road, Horsham, PA 19044
Item 2. Identity and Background
- -----------------------------------
SoGen International Fund, Inc. (the "Fund")is a corporation organized under
the laws of the State of Maryland with its principal place of business at 1221
Avenue of the Americas, New York, NY 10020. On July 31, 1998 SoGen International
Fund, Inc. (the "Fund") was reorganized as a separate investment portfolio under
SoGen Funds, Inc.; all the assets and liabilities of the Fund were transferred
to a successor portfolio under SoGen Funds, Inc. called SoGen International Fund
(the "Successor Portfolio"). As a result of the reorganization, the Successor
Portfolio is the beneficial owner of the shares of Aydin reported herein. The
Fund has ceased to function as a registered investment company and is in the
process of filing Form N-8F to terminate its registration with the Securities
and Exchange Commission.
Information pertaining to the ownership of the Shares formerly held by the
Fund and now held by the Successor Portfolio, can be found in the filings made
by Societe Generale Asset Management Corp.(CIK No. 0000861863), the investment
adviser to the Fund and the Successor Portfolio.
During the last five years, the Fund has not been convicted in a criminal
proceeding.
During the last five years, the Fund was not a party to a civil judgment,
decree or final order as described in Item 2(e) of the special instructions for
complying with schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
- --------------------------------------------------------------
The funds used to purchase the shares of Aydin reported hereby is part of
the investment capital of the Successor Portfolio.
Item 4. Purpose of Transaction
- ------------------------------------
The last purchase of shares of Common Stock of Aydin Corporation (the
"Shares") made by the Fund was made on May 13, 1997.
The last transaction made by the Fund was a sale on April 16, 1998. The
Fund acquired the Shares as an investment and not with a view to or for sale in
connection with any distribution thereof within the meaning of the Securities
Act of 1933, as amended.
On September 25, 1998, Aydin filed an Information Statement pursuant to
section 14(f) of the Securities Exchange Act of 1934 and rule 14f-1 thereunder
in connection with a proposed change in a majority of the members of Aydin's
Board of Directors. The Fund's Successor Portfolio intends to exercise its
rights as a shareholder to maximize the value of its holdings.
Keith Lane-Zucker, an analyst employed by Societe Generale Asset Management
Corp., the investment adviser to the Successor Portfolio (the 'Adviser'), has
reported to the Adviser that, effective October 5, 1998, he has been appointed a
director of Aydin. In becoming and serving as a director of Aydin, Mr.
Lane-Zucker has acted and will continue to act solely in his capacity as an
individual and not on behalf of the Adviser or the Successor Portfolio. To
ensure that neither the Adviser nor the Successor Portfolio in any way gains
access to inside information regarding Aydin or influences in any way the
actions of Mr. Lane-Zucker as a director of Aydin, the Adviser has implemented
so-called 'Chinese Wall Procedures' which are designed to prevent Mr.
Lane-Zucker from having any influence, directly or indirectly, over the
management of the Successor Portfolio's holdings of securities issued by Aydin.
In addition, neither the Adviser nor the Successor Portfolio will influence or
attempt to influence, directly or indirectly, Mr. Lane-Zucker in his role as a
director of Aydin. As a result, the Successor Portfolio and the Adviser hereby
disclaim any attempt to influence or change the control of Aydin through Mr.
Lane-Zucker or otherwise.
<PAGE>
13D Page 3 of 4 Pages
Item 5. Interest in Securities of the Issuer
- ------------------------------------------------
No shares have been purchased since May 13, 1997.
The last transaction made by the Fund was a sale of 2,900 shares on April
13, 1998, at $11.278 per share for a total market value of $32,706.20.
As of November 30, 1998 the Fund's successor (as a result of the
reorganization) holds 372,100 Shares which represented approximately 7.19% of
the outstanding shares of common stock of Aydin, based on total shares
outstanding of 5,173,400. Under its investment advisory contract, the Successor
Portfolio has delegated the power to vote or direct the vote of the Shares and
the power to dispose or direct the disposition of the Shares to its investment
adviser, Societe Generale Asset Management Corp. ("the Adviser"), and thus has
shared voting and dispositive power. The Adviser owns no other interest in Aydin
and to its knowledge none of its other advisory clients has any interest in the
shares of Aydin or has participated in any action involving such shares in the
past sixty days.
Item 6. Contracts, Agreements,Understandings or
Relationships with Respect to Securities of the Issuer
- -----------------------------------------------------------------
To the best knowledge of the Fund, no contracts, arrangements,
understandings or relationships described in Item 6 exist among the
persons named in Item 2 or between such persons and any person.
Item 7. Material to be Filed as Exhibits.
- ---------------------------------------------------
None
- ------------------
* Previously filed
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: November 30, 1998
SOGEN INTERNATIONAL FUND, INC.
By: /s/ Jean-Marie Eveillard
-------------------------------
Jean Marie Eveillard
President
