13D Page 1 of 4 Pages
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. )
Aydin Corporation
(Name of issuer)
Common Stock $1.00 Par Value
(Title of class of securities)
054681 10 1
(CUSIP number)
June 10, 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 13d1(e), 13d-1(f) or 13d- 1(g), check the
following [X]
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)
_________
(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 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSONS S.S. OR I.R.S IDENTIFICATION NO.OF ABOVE PERSONS
Societe Generale Asset Management Corp. 13-3557071
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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*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUTANT TO ITEM 2(D) OR 2(E) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
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8. SHARED VOTING POWER
372,100
Under an investment advisory contract with SoGen International Fund,
Inc. (the "Fund"), Societe Generale Asset Management Corp. ("the
Adviser"), has been delegated the power to vote or direct the vote of
the Shares and the power to dispose or direct the disposition of the
Shares by the Fund, and thus has shared voting and dispositive power.
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
372,100
Under an investment advisory contract with SoGen International Fund,
Inc. (the "Fund"), Societe Generale Asset Management Corp. ("the
Adviser"), has been delegated the power to vote or direct the vote of
the Shares and the power to dispose or direct the disposition of the
Shares by the Fund, and thus has shared voting and dispositive power.
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
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14. TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT 13G
<PAGE>
13G 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
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Societe Generale Asset Management Corp. ("the Adviser") is a corporation
organized under the laws of the State of Delaware with its principal place of
business at 1221 Avenue of the Americas, New York, NY 10020. The Adviser is an
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940.
During the last five years, the Adviser has not been convicted in a
criminal proceeding.
During the last five years, the Adviser 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
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The Adviser is the investment adviser to SoGen International Fund, Inc.
(the "Fund"), an open-end management investment company registered under Section
8 of the Investment Company Act of 1940. The Adviser has discretionary authority
to trade the portfolio of the Fund under an investment advisory contract with
the Fund. The funds used to purchase the shares of Aydin reported hereby are
part of the investment capital of the Fund.
Item 4. Purpose of Transaction
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The last purchase of shares of Common Stock of Aydin Corporation (the
"Shares") made by the adviser, on behalf of the Fund, was made on May 13, 1997.
The last transaction made by the adviser on behalf of the Fund was a sale
on April 13, 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.
The Fund intends to exercise its rights as a shareholder to maximize the
value of its holdings. In this regard, the Fund's investment adviser, acting on
behalf of the Fund, has initiated informal discussions with the management and
Board of Directors of Aydin concerning the addition of a new director to Aydin's
Board of Directors. This, and other measures (as yet undetermined) that might be
taken, may be considered to have the purpose of influencing or changing the
control of Aydin.
Item 5. Interest in Securities of the Issuer
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(a) As of June 12, 1998, the Fund held 372,100 Shares which represented
approximately 7.2% of the outstanding shares of common stock of Aydin,
based on total shares outstanding of 5,173,400.
(b) Under an investment advisory contract with the Fund, the Adviser has been
delegated the power to vote or direct the vote of the Shares and the power
to dispose or direct the disposition of the Shares by the Fund, 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.
(c) No shares have been purchased since May 13, 1997.
The last transaction made by the Adviser, on behalf of the Fund, was a sale
of 2,900 shares on April 13, 1998, at $11.278 per share. The shares were
sold in the open market on the New York Stock Exchange.
<PAGE>
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of the Issuer.
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To the best knowledge of the Adviser, 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.
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None
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* 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: June 12, 1998
SOCIETE GENERALE ASSET MANAGEMENT CORP.
By: /s/ JEAN-MARIE EVEILLARD
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Jean-Marie Eveillard/President
