-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DWHknAfz+GLzK/ka79nz3ca0ogFG5sAWk0vUNaRaAZqVTxD8cUYo1FGWPJc3B43K uLayh6CdSWGU8CT3Ab7YpA== 0001071955-04-000113.txt : 20041112 0001071955-04-000113.hdr.sgml : 20041111 20041112164057 ACCESSION NUMBER: 0001071955-04-000113 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31954 FILM NUMBER: 041139924 BUSINESS ADDRESS: STREET 1: 10500 W 153RD ST CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 7083493300 MAIL ADDRESS: STREET 1: 10500 WEST 153RD ST CITY: ORLANDO PARK STATE: IL ZIP: 60462 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001071955 IRS NUMBER: 061524885 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034292200 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ DATE OF NAME CHANGE: 19981118 SC 13D/A 1 andw13da2_11022004.txt ANDW13DA2_11022004 - ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No._2_)1 ANDREW CORPORATION - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ---------------------------------------------------------------------------- (Title of Class of Securities) 034425108 - -------------------------------------------------------------------------- (CUSIP Number) Pequot Capital Management, Inc. 500 Nyala Farm Road Westport, Connecticut 06880 Attn: Aryeh Davis, General Counsel (203) 429-2200 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 2, 2004 - ---------------------------------------------------------------------------- (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 box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 1The 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 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). (Continued on following pages) - --------------------------------------------------------------------------- CUSIP No. 034425108 13D - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Pequot Capital Management, Inc. 06-1524885 - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ---------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ---------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - ---------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 1,337,787 SHARES BENEFICIALLY ---------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER -0- EACH REPORTING ---------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 1,337,787 WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,337,787 - ---------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.83% - ---------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - ---------------------------------------------------------------------------- Item 1. Security and Issuer Class of Securities: Common Stock, par value $.01 per share (the "Shares") Issuer: Andrew Corporation (the "Issuer") 10500 West 153rd Street Orland Park, Illinois 60462 Item 2. Identity and Background Name of Reporting Person: Pequot Capital Management, Inc. (the "Reporting Person") State of Incorporation: Connecticut Principal Business: The Reporting Person is an investment adviser registered under the Investment Advisers Act of 1940, and acts as investment advisor to certain managed accounts over which the Reporting Person exercises discretionary authority (the "Accounts"). The address of the principal business and office, and of the Executive Officers, Director and Controlling Person (as defined below) is 500 Nyala Farm Road, Westport, CT 06880. The Reporting Person is the investment advisor/manager of, and exercises sole investment discretion over, Pequot Private Equity Fund III, L.P., a Delaware limited partnership, Pequot Endowment Fund, L.P., a Delaware limited partnership, and Pequot Offshore Private Equity Partners III, L.P. a Cayman Islands limited partnership, (together, the "Funds"), three of the Accounts. Gerald A. Poch, a managing director of the Reporting Person, is a member of the board of directors of the Issuer. The executive officer of the Reporting Person is Mr. Arthur J. Samberg, the director of the Reporting Person is Mr. Arthur J. Samberg, and the controlling shareholder is Mr. Arthur J. Samberg (collectively, the "Executive Officer, Director and Controlling Person"). The Executive Officer, Director and the Controlling Person is a citizen of the United States. Neither the Reporting Person nor the Executive Officer, Director and Controlling Person have, during the last five years, been convicted in criminal proceedings (excluding traffic violations or similar misdemeanors). Neither the Reporting Person nor the Executive Officer, Director and Controlling Person have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. As of the date hereof, under Rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Person is the beneficial owner of 1,323,313 Shares, 12,074 Phantom Stock Units (Memo Shares), and 2,400 shares of common stock vested pursuant to the terms of a stock option grant on February 11, 2003 (the "Option"), in the accounts for which the Reporting Person exercises investment discretion (the "Accounts"). On November 2, 2004, in the transactions that are the subject of this filing, the Reporting Person sold 250,000 Shares at an average price of $14.022, 175,000 Shares at an average price of $14.1929, 250,000 Shares at an average price of $14.35, and 85,600 shares at an average price of $13.7842. On November 3, 2004, the Accounts sold 13,500 Shares at an average price of $13.8695, 58,200 Shares at an average of $14.0455, 100,800 Shares at an average price of $14.1147, 111,400 Shares at an average price of $14.1823, 32,600 shares at an average price of $14.2254 and 54,300 Shares at an average price of $14.2957. On November 4, 2004, the Accounts sold 49,700 Shares at an average price of $14.1447, 84,300 Shares at an average price of $14.1928, 57,500 Shares at an average price of $14.2402, 68,500 shares at an average price of $14.2901 and 250,000 Shares at an average price of $14.23. On November 5, 2004, the Accounts sold 97,800 Shares at an average price of $14.4378, 21,900 Shares at an average price of $14.4629, 54,500 Shares at an average price of $14.4504, and 25,800 Shares at an average price of $14.6395. On November 8, 2004, the Accounts sold 26,100 Shares at an average price of $14.229, 31,900 shares at an average price of $14.3226, 10,700 Shares at an average price of $14.3955, and 131,300 Shares at an average price for $14.4503. Additionally, on November 9, 2004, the Accounts sold 29,100 Shares at an average price of $14.1388, 34,900 Shares at an average price of $14.17, 26,900 Shares at an average price of $14.18, and 9,100 Shares at an average price of $14.192. Item 4. Purpose of Transaction. The disposition of the Shares described herein is conducted in the ordinary course of the Reporting Person's investment activities. The Reporting Person reserves the right to purchase additional Shares or dispose of any Shares in the open market or in privately negotiated transactions or in any other lawful manner in the future. The Reporting Person reserves the right to take whatever further action with respect to the Accounts' holdings in the Issuer as the Reporting Person deems to be in the best interest of such Accounts. Item 5. Interest in Securities of the Issuer. As of the date hereof, the Reporting Person is the beneficial owner of 1,323,313 Shares, 12,704 Phantom Stock Units (Memo Shares), and an additional 2,400 shares that have vested pursuant to the terms of the Option. The Phantom Stock Units convert into Shares on a one-for-one basis. The Memo Shares will be paid in cash, less applicable tax withholding (if any), when the service of a Director of the Issuer is completed. The Memo Shares were accrued under the Issuer's Deferred Compensation Plan. Gerald A. Poch is an employee of the Reporting Person and serves on the Board of Directors of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described in Items 3, 4 and 5 neither the Reporting Person nor any of the Executive Officers, Director and Controlling Person is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or losses or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits None 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. Dated: November 12, 2004 PEQUOT CAPITAL MANAGEMENT, INC. /s/Aryeh Davis --------------------- Aryeh Davis General Counsel -----END PRIVACY-ENHANCED MESSAGE-----