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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. )*
Interstate National Dealer Services, Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
46102P104
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(CUSIP Number)
Scott J. Lederman, Esq. 777 Long Ridge Road, Stamford, Connecticut 06902
(203) 614-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 9, 1997
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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 / /. (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
CUSIP NO. 46102P104 PAGE 2 OF 8 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
NUMBER OF
None
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 221,500
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
221,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.52%
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 46102P104 PAGE 3 OF 8 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*
00
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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
United States of America
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7 SOLE VOTING POWER
NUMBER OF
None
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 221,500
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
None
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
221,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,500
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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 (11)
6.52%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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Schedule 13D
CUSIP No. 46102P104 Page 4 of 8 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D is filed by S.A.C. Capital Advisors, LLC, a
Delaware limited liability company (hereinafter referred to as "SAC
Advisors") and Steven A. Cohen ("Cohen") (SAC Advisors together with
Cohen shall hereinafter be referred to as the "Reporting Persons") with
respect to the shares of common stock, $0.01 par value per share (the
"Shares") of Interstate National Dealer Services, Inc., a Delaware
corporation (the "Company"), with its principal executive offices located
at 333 Earle Ovington Blvd., Mitchel Field, New York 11553, held 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 and investment power (as defined
in Rule 13d-3) has been vested with SAC Advisors pursuant to an
Investment Management Agreement.
ITEM 2. IDENTITY AND BACKGROUND
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. Cohen,
a citizen of the United States of America, 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,
Steven A. Weiss, Executive Vice President, and Terence E. Fox, Executive
Vice President. The principal business address of SAC Advisors, Mr.
Cohen, Mr. Lederman, Mr. Skalka, Mr. Weiss and Mr. Fox is 777 Long Ridge
Road, Stamford, Connecticut 06902.
None of the Reporting Persons, Mr. Lederman, Mr. Weiss, 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) used by the
Reporting Persons to purchase the Shares owned beneficially by them was
$1,535,237.00.
All funds used by SAC Advisors to purchase the Shares directly
owned by SAC Associates were derived from SAC Associates' working
capital. 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
SAC Advisors acquired the Shares for the purpose of investment
because it believes the Shares represent a favorable investment
opportunity. SAC Advisors is
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Schedule 13D
CUSIP No. 46102P104 Page 5 of 8 Pages
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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 opportunities and
developments relating to its business, SAC Advisors may in the
future take such actions with respect to such holdings in the Company as
it deems 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, neither
of the Reporting Persons nor 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 221,500 Shares
representing 6.52% of the 3,399,833 Shares reported by the
Company as outstanding in its April 30, 1997 Form 10-Q.
(b) 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 the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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 relating specifically
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.
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Schedule 13D
CUSIP No. 46102P104 Page 6 of 8 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are required to be filed.
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: June 19, 1997
S.A.C. CAPITAL ADVISORS, LLC
By:
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Steven A. Cohen Scott J. Lederman, Esq.
Executive Vice President
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Schedule 13D
CUSIP No. 46102P104 Page 7 of 8 Pages
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ANNEX 1
Transactions by Reporting Persons in Common Stock of
Interstate National Dealer Services, Inc. within 60 Days of
June 17, 1997
<TABLE>
<CAPTION>
Number of Shares Average Price
Trade Date Bought/Sold (2) per Share (3)
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<S> <C> <C>
3/13/97 5,000 6.8750
3/21/97 4,000 7.2500
3/21/97 1,000 7.3125
3/24/97 2,000 7.3125
3/25/97 4,500 7.1528
3/26/97 2,500 7.2000
3/31/97 1,000 7.21875
4/4/97 2,500 7.0313
4/25/97 6,000 6.5729
4/25/97 4,000 6.4375
4/30/97 2,000 6.5000
4/30/97 5,000 6.4375
5/1/97 2,500 6.5000
5/2/97 2,500 6.3125
5/2/97 2,000 6.3750
5/2/97 2,500 6.3750
5/2/97 1,000 6.5000
5/2/97 5,000 6.3125
5/5/97 2,000 6.7500
5/5/97 10,000 6.8438
5/5/97 5,000 7.2500
5/5/97 2,000 6.7685
5/6/97 2,000 7.0000
5/6/97 18,000 6.9306
5/6/97 2,000 6.8125
5/6/97 7,000 6.9821
5/6/97 7,500 7.0625
5/7/97 1,000 7.0625
5/9/97 3,500 7.0625
5/9/97 10,000 7.0156
5/13/97 2,000 7.0625
5/15/97 5,000 6.8750
5/30/97 2,500 6.5000
6/2/97 10,000 6.5300
6/3/97 2,000 6.5300
6/5/97 10,000 6.6750
6/6/97 2,500 6.7813
6/6/97 7,000 6.8750
</TABLE>
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Schedule 13D
CUSIP No. 46102P104 Page 8 of 8 Pages
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<TABLE>
<CAPTION>
Number of Shares Average Price
Trade Date Bought/Sold (2) per Share (3)
---------- --------------- -------------
<S> <C> <C>
6/9/97 4,000 7.4063
6/9/97 1,000 7.0625
6/9/97 2,000 7.1875
6/9/97 4,500 7.25
6/10/97 15,000 7.5
6/13/97 3,000 7.0625
6/13/97 25,000 7.125
</TABLE>
(1) Unless otherwise indicated, all transactions were effected on the
Nasdaq system.
(2) Prices exclude commission.
