-----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, Mlcos7/qB6bssP2tQOz05ldDLBOtYaLhJms6n938wOFXamxS51+cPm9i++p3iCLi s53aDzVUanklZaT9fVdVVg== 0000861863-98-000031.txt : 19980615 0000861863-98-000031.hdr.sgml : 19980615 ACCESSION NUMBER: 0000861863-98-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980612 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AYDIN CORP CENTRAL INDEX KEY: 0000008919 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 231686808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-33381 FILM NUMBER: 98647482 BUSINESS ADDRESS: STREET 1: 700 DRESHER RD STREET 2: P O BOX 349 CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2156577510 MAIL ADDRESS: STREET 1: 700 DRESHER RD STREET 2: P O BOX 349 CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOCIETE GENERALE ASSET MANAGEMENT CORP /NY/ /ADV CENTRAL INDEX KEY: 0000861863 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133557071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122785800 MAIL ADDRESS: STREET 2: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: SOCIETE GENERALE ASSET MANAGEMENT CORP /NY/ /ADV DATE OF NAME CHANGE: 19970215 SC 13D 1 SCHEDULE 13D 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). 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 - ------------------------------------------------------------------------------ 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 Delaware - ------------------------------------------------------------------------------ NUMBER OF SHARES BENEFICIALY OWNED BY EACH REPORTING PERSON WITH: 7. SOLE VOTING POWER 0 ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------- 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. ------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,100 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.2% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* IA - ------------------------------------------------------------------------------ * SEE INSTRUCTIONS BEFORE FILLING OUT 13G 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. Item 3. Source and Amount of Funds or Other Consideration - -------------------------------------------------------------- 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 - ------------------------------------------ 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 - ------------------------------------------------------ (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. Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer. - --------------------------------------------------------------------- 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. - ---------------------------------------------------- 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: June 12, 1998 SOCIETE GENERALE ASSET MANAGEMENT CORP. By: /s/ JEAN-MARIE EVEILLARD - ------------------------------- Jean-Marie Eveillard/President -----END PRIVACY-ENHANCED MESSAGE-----