<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
WHEREHOUSE ENTERTAINMENT, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
963281100
(CUSIP Number)
Joel A. Poretsky, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 2, 1997
(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 / /.
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 963281100
1 NAME OF REPORTING PERSON
A&M INVESTMENT ASSOCIATES #3, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3926181
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC;OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
Common Stock: 1,525,736 shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
Common Stock: 1,525,736 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 1,525,736 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.353%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 963281100
1 NAME OF REPORTING PERSON
A&M INVESTMENT ASSOCIATES #4, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
Common Stock: 385,542 shares
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
Common Stock: 385,542 shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 385,542 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.37%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 963281100
1 NAME OF REPORTING PERSON
ANTONIO C. ALVAREZ, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC;OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
Common Stock: 1,911,278 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
Common Stock: 1,911,278 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 1,911,278 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.72%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 963281100
1 NAME OF REPORTING PERSON
BRYAN P. MARSAL
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC;OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
8 SHARED VOTING POWER
Common Stock: 1,911,278 shares
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
Common Stock: 1,911,278 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 1,911,278 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.72%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated as follows:
Pursuant to a Stock Subscription Agreement between the
Issuer and A&M #3, dated as of January 31, 1997, A&M #3
acquired from the Issuer 1,100,000 shares of common
stock thereof for a purchase price of $6,340,000. Said
stock was acquired by A&M #3 for investment purposes.
A&M #3 financed said acquisition of the Issuer's stock
through (a) a loan of $335,000 obtained from the Issuer
in exchange for a Secured Recourse Promissory Note, and
(b) a loan of $5,005,000 obtained from the Issuer in
exchange for a Secured Non-Recourse Promissory Note.
To secure these notes, said acquired stock was pledged
as collateral. In addition, pursuant to the Management
Services Agreement entered into as of January 31, 1997
among the Issuer, Alvarez & Marsal, Inc., Alvarez, and
Cerberus Partners, L.P. ("Cerberus"), a Delaware
limited partnership, as agent of certain creditors of
the Issuer, and a Non-Transferable Stock Option
Agreement, dated as of January 31, 1997, between the
Issuer and A&M #3, in exchange for the management
services to be provided by Alvarez & Marsal, Inc. and
Alvarez, A&M #3 was granted options to acquire 993,380
shares of common stock of the Issuer. The options vest
and become exercisable in equal monthly installments of
approximately 47,304 shares per month over the 21 month
period commencing February 1, 1997 and expiring October
31, 1998. Options to acquire 331,127 shares have an
exercise price of $9.56 per share, options to acquire
331,127 shares have an exercise price of $11.58 per
share, and options to acquire 331,127 shares have an
exercise price of $14.10 per share.
As of September 2, 1997 A&M #4 purchased from Credit
Suisse First Boston Corporation 385,542 shares of
common stock of the Issuer for a purchase price of
$3,999,998.20. A&M #4 financed this purchase by (i)
using $1,400,000 of its own funds, and (ii) a loan of
$2,599,998.20 obtained from Madeleine, LLC
("Madeleine"), an affiliate of Cerberus, in exchange
for a Secured Non-Recourse Promissory Note. To secure
said note the purchased stock was pledged as
collateral.
<PAGE>
After due 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: September 16, 1997
A&M INVESTMENT ASSOCIATES #3, LLC
By: /s/ Bryan P. Marsal
Bryan P. Marsal
Title: Manager
A&M INVESTMENT ASSOCIATES #4, LLC
By: /s/ Bryan P. Marsal
Bryan P. Marsal
Title: Manager
ANTONIO C. ALVAREZ, II
/s/ Antonio C. Alvarez, II
Antonio C. Alvarez, II
BRYAN P. MARSAL
/s/ Bryan P. Marsal
Bryan P. Marsal
