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. 2)
Aydin Corporation
(Name of issuer)
Common Stock $1.00 Par Value
(Title of class of securities)
054681 10 1
(CUSIP number)
April 14, 1999
(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
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
0
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9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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
0%
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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
- -------------------------------------------
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.
The Adviser is the investment adviser to SoGen International Fund (the
"Fund"), a series of SoGen Funds, Inc., 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 SoGen Funds, Inc. on behalf of the
Fund. The funds used to purchase the shares of Aydin reported hereby as being
sold, were part of the investment capital of the Fund.
Item 3. Source and Amount of Funds or Other Consideration
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Not Applicable
Item 4. Purpose of Transaction
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Not Applicable
<PAGE>
13G Page 4 of 4 Pages
Item 5. Interest in Securities of the Issuer
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(a) As of May 5, 1999, neither the Adviser nor the Fund held any Shares of
Aydin.
(b) As of May 5, 1999, neither the Adviser nor the Fund held any Shares of
Aydin.
(c) No shares had been purchased since May 13, 1997.
The last sale transactions made by the Adviser, on behalf of its advisory
client, were made in the open market on the New York Stock Exchange.
Date B/S Quantity Price
-------------- ---- -------- -------
March 11, 1999 Sale 72,100 13.0192
March 12, 1999 Sale 36,000 13.0000
March 15, 1999 Sale 3,100 12.8750
March 16, 1999 Sale 10,900 12.8750
March 17, 1999 Sale 50,000 12.9088
April 14, 1999 Tender 200,000 13.5000 (See Item 6 below)
(e) The Adviser, on behalf of the Fund, ceased to be a beneficial owner of any
shares of common stock of Aydin effective April 14, 1999, when its
remaining shares of common stock were accepted for payment pursuant to a
tender offer as described below.
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of the Issuer.
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On March 5, 1999, L-3 Communications Corporation,(the "Purchaser"), and
Angel Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of
the Parent, commenced a tender offer (the "Offer") for all of the issued and
outstanding shares of Common Stock for a cash price of $13.50. The Adviser, on
behalf of the Fund, tendered all of its remaining shares of Common Stock
pursuant to the Tender Agreement. The shares of Common Stock were accepted for
payment by the Purchaser pursuant to the Offer on A pril 14, 1999.
Item 7. Material to be Filed as Exhibits.
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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: May 7, 1999
SOCIETE GENERALE ASSET MANAGEMENT CORP.
By: /s/ JEAN-MARIE EVEILLARD
- -------------------------------
Jean-Marie Eveillard
President
