<PAGE> 1
CUSIP NO. 051629103 Page 1 of 16 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Aurora Electronics, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.03 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
051629103
- --------------------------------------------------------------------------------
(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Laura VanBuren New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1996
------------------
(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 this statement [ ].
<PAGE> 2
CUSIP NO. 051629103 Page 2 of 16 Pages
1) Name of Reporting Person Welsh, Carson, Anderson
S.S. or I.R.S. Identification & Stowe VII, L.P.
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 17,537,176 shares
Shares Beneficially Power of Common Stock
Owned by Each (17,261,176 issuable
Reporting Person: upon conversion of
convertible pre-
ferred stock and
276,000 issuable
upon exercise
of warrants)
-----------------------------------------------
8) Shared Voting
Power -0-
-----------------------------------------------
9) Sole Disposi- 17,537,176 shares
tive Power of Common Stock
(17,261,176 issuable
upon conversion of
convertible pre-
ferred stock and
276,000 issuable
upon exercise
of warrants)
-----------------------------------------------
10) Shared Dis-
positive Power -0-
-----------------------------------------------
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CUSIP NO. 051629103 Page 3 of 16 Pages
11) Aggregate Amount Beneficially 17,537,176 shares
Owned by Each Reporting Person of Common Stock
(17,261,176 issuable
upon conversion of
convertible pre-
ferred stock and
276,000 issuable
upon exercise
of warrants)
-----------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 62.6%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person PN
<PAGE> 4
CUSIP NO. 051629103 Page 4 of 16 Pages
1) Name of Reporting Person WCAS Information
S.S. or I.R.S. Identification Partners, L.P.
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 235,294 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person: conversion of
convertible pre-
ferred stock)
-----------------------------------------
8) Shared Voting
Power -0-
-----------------------------------------
9) Sole Disposi- 235,294 shares of
tive Power Common Stock
(issuable upon
conversion of
convertible pre-
ferred stock)
-----------------------------------------
10) Shared Dis-
positive Power -0-
-----------------------------------------
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CUSIP NO. 051629103 Page 5 of 16 Pages
11) Aggregate Amount Beneficially 235,294 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
conversion of
convertible pre-
ferred stock)
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 2.2%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person PN
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CUSIP NO. 051629103 Page 6 of 16 Pages
1) Name of Reporting Person WCAS Capital
S.S. or I.R.S. Identification Partners II, L.P.
No. of Above Person
- --------------------------------------------------------------------------------
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
- --------------------------------------------------------------------------------
Number of 7) Sole Voting 616,925 shares of
Shares Beneficially Power Common Stock
Owned by Each (including 9,714
Reporting Person: issuable upon
exercise of
warrants)
-----------------------------------------
8) Shared Voting
Power -0-
-----------------------------------------
9) Sole Disposi- 616,925 shares of
tive Power Common Stock
(including 9,714
issuable upon
exercise of
warrants)
-----------------------------------------
10) Shared Dis-
positive Power -0-
-----------------------------------------
<PAGE> 7
CUSIP NO. 051629103 Page 7 of 16 Pages
11) Aggregate Amount Beneficially 616,925 shares of
Owned by Each Reporting Person Common Stock
(including 9,714
issuable upon
exercise of
warrants)
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class
Represented by 5.9%
Amount in Row (11)
- --------------------------------------------------------------------------------
14) Type of Reporting
Person PN
<PAGE> 8
CUSIP NO. 051629103 Page 8 of 16 Pages
Amendment No. 1 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D
originally filed with the Securities and Exchange Commission on April 12, 1996
(the "Schedule 13D").
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.03 par value (the "Common
Stock"), of Aurora Electronics, Inc., a Delaware corporation ("Aurora" or the
"Issuer"). The principal executive offices of the Issuer are located at 2030
Main Street, Irvine, California 92714-7241.
Item 2. Identity and Background.
(a) Pursuant to Rule 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this statement on Schedule 13D on behalf of
Welsh, Carson, Anderson & Stowe VII, L.P., a Delaware limited partnership ("WCAS
VII"), WCAS Capital Partners II, L.P., a Delaware limited partnership ("WCAS CP
II") and WCAS Information Partners, L.P., a Delaware limited partnership ("WCAS
IP"). WCAS VII, WCAS CP II and WCAS IP are sometimes hereinafter referred to as
the "Reporting Persons". The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Act. The Agreement among the Reporting Persons to file
as a group (the "Group Agreement") was filed as Exhibit A to the original
Schedule 13D.
WCAS VII
(b)-(c) WCAS VII is a Delaware limited partnership. The principal
business of WCAS VII is that of a private investment partnership. WCAS VII's
principal business and principal office address is 320 Park Avenue, Suite 2500,
New York, New York 10022. The sole general partner of WCAS VII is WCAS VII
Partners, L.P., a Delaware limited partnership ("VII Partners").
WCAS CP II
(b)-(c) WCAS CP II is a Delaware limited partnership. The principal
business of WCAS CP II is that of a private investment partnership. WCAS CP II's
principal business and principal office address is 320 Park Avenue, Suite 2500,
New York, New York 10022. The sole general partner of WCAS CP II is
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CUSIP NO. 051629103 Page 9 of 16 Pages
WCAS CP II Partners, a New Jersey general partnership ("CP II Partners").
WCAS IP
(b)-(c) WCAS IP is a Delaware limited partnership. The principal
business of WCAS IP is that of a private investment partnership. WCAS IP's
principal business and principal office address is 320 Park Avenue, Suite 2500,
New York, New York 10022. The sole general partner of WCAS IP is WCAS INFO
Partners, a Delaware general partnership ("INFO Partners").
VII Partners
(b)-(c) VII Partners is a Delaware limited partnership. The principal
business of VII Partners is that of acting as the general partner of WCAS VII.
VII Partners' principal business and principal office address is 320 Park
Avenue, Suite 2500, New York, New York 10022. The general partners of VII
Partners are citizens of the United States, and their respective principal
business addresses and principal occupations are as follows:
<TABLE>
<CAPTION>
General Partners Address Occupation
- ---------------- ------- ----------
<S> <C> <C>
Patrick J. Welsh Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
Russell L. Carson Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
Bruce K. Anderson Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners,
320 Park Avenue CP II Partners
Suite 2500 and INFO
New York, NY 10022 Partners
Richard H. Stowe Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
</TABLE>
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CUSIP NO. 051629103 Page 10 of 16 Pages
<TABLE>
<S> <C> <C>
Thomas E. McInerney Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners,
320 Park Avenue CP II Partners
Suite 2500 and INFO
New York, NY 10022 Partners
Charles G. Moore, III Welsh, Carson, Ander- General Partner,
son & Stowe CP II Partners
320 Park Avenue
Suite 2500
New York, NY 10022
Andrew M. Paul Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
Laura VanBuren Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
James B. Hoover Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
Robert A. Minicucci Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
Anthony J. deNicola Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue and CP II
Suite 2500 Partners
New York, NY 10022
Paul B. Queally Welsh, Carson, Ander- General Partner,
son & Stowe VII Partners
320 Park Avenue
Suite 2500
New York, NY 10022
</TABLE>
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CUSIP NO. 051629103 Page 11 of 16 Pages
CP II Partners
(b)-(c) CP II Partners is a New Jersey general partnership. The
principal business of CP II Partners is that of acting as the general partner of
WCAS CP II. CP II Partners' principal business and principal office address is
320 Park Avenue, Suite 2500, New York, New York 10022. The general partners of
CP II Partners are citizens of the United States and their respective names,
principal business addresses and principal occupations are set forth above.
INFO Partners
(b)-(c) INFO Partners is a Delaware general partnership. The principal
business of INFO Partners is that of acting as the general partner of WCAS IP.
INFO Partners' principal business and principal office address is 320 Park
Avenue, Suite 2500, New York, New York 10022. The general partners of INFO
Partners are citizens of the United States and their respective names, principal
business addresses and principal occupations are set forth above.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject 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 and Other Consideration.
This statement relates to the acquisition by WCAS VII and WCAS CP II of
Common Stock Purchase Warrants of the Issuer (the "Warrants") on September 30,
1996. The Warrants are exercisable from September 30, 1996 until September 30,
2001, and entitle WCAS VII and WCAS CP II to purchase 276,000 and 9,714 shares,
respectively, of Common Stock, at a price of $2.10 per share. The Warrants were
issued to WCAS VII and WCAS CP II as consideration for the issuance by WCAS VII
and WCAS CP II of a guarantee to secure certain indebtedness of a wholly-owned
subsidiary of the Issuer, up to a maximum of $3,000,000.
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CUSIP NO. 051629103 Page 12 of 16 Pages
On March 29, 1996 the Reporting Persons purchased an aggregate 371,800
shares of Convertible Preferred Stock and 607,211 shares of Common Stock from
the Issuer in a private placement pursuant to a Securities Purchase Agreement
dated as of February 21, 1996 among the Issuer, the Reporting Persons and the
additional purchasers named therein (the "Purchase Agreement") and Amendment No.
1 thereto dated as of March 29, 1996 ("Amendment No. 1"). The Purchase Agreement
and Amendment No. 1 were filed as Exhibits B and C, respectively, to the
original Schedule 13D, and any descriptions thereof are qualified in their
entirety by reference thereto. The purchase price was $100 per share of
Convertible Preferred Stock, or, in the aggregate, $37,180,000. The Convertible
Preferred stock is convertible into Common Stock according to the following
formula: the number of shares of Convertible Preferred Stock is multiplied by
$100 and then divided by $2.125 to arrive at the equivalent number of shares of
Common Stock. The 607,211 shares of Common Stock were purchased together with a
10% Senior Subordinated Note due September 30, 2001 in the principal amount of
$10,000,000, for an aggregate purchase price of $10,000,000. The source of the
funds for the purchase of the Convertible Preferred Stock and the Common Stock
was the Reporting Persons' funds available for investment.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired securities of the Issuer in the
transactions described in Item 3 above for investment purposes.
Item 5. Interest in Securities of the Issuer.
The following information is based on a total of 10,485,370 shares of
Common Stock outstanding as of September 30, 1996, and gives effect to the
conversion of all shares of Convertible Preferred Stock and the exercise of all
presently-exercisable Warrants held by the Reporting Persons:
(a)
WCAS VII and VII Partners
WCAS VII owns 17,537,176 shares of Common Stock (issuable upon
conversion of 366,800 shares of Convertible Preferred Stock and exercise of
Warrants to purchase 276,000 shares of Common Stock), or approximately
62.6% of the Common Stock outstanding. VII Partners, as the general partner
of WCAS VII, may be deemed to beneficially own the securities owned by WCAS
VII.
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CUSIP NO. 051629103 Page 13 of 16 Pages
WCAS CP II and CP II Partners
WCAS CP II owns 616,925 shares of Common Stock (including 9,714 shares
issuable upon exercise of Warrants), or approximately 5.9% of the Common
Stock outstanding. CP II Partners, as the general partner of WCAS CP II,
may be deemed to beneficially own the securities owned by WCAS CP II.
WCAS IP and INFO Partners
WCAS IP owns 235,294 shares of Common Stock (issuable upon conversion
of 5,000 shares of Convertible Preferred Stock), or approximately 2.2% of
the Common Stock outstanding. INFO Partners, as the general partner of WCAS
IP, may be deemed to beneficially own the securities owned by WCAS IP.
General Partners of VI Partners, CP II Partners and INFO Partners
(i) Patrick J. Welsh owns 94,118 shares of Common Stock (issuable upon
conversion of 2,000 shares of Convertible Preferred Stock), or
approximately 0.9% of the Common Stock outstanding.
(ii) Russell L. Carson owns 141,177 shares of Common Stock (issuable
upon conversion of 3,000 shares of Convertible Preferred Stock), or
approximately 1.3% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 141,177 shares of Common Stock (issuable
upon conversion of 3,000 shares of Convertible Preferred Stock), or
approximately 1.3% of the Common Stock outstanding.
(iv) Richard H. Stowe owns 70,588 shares of Common Stock (issuable upon
conversion of 1,500 shares of Convertible Preferred Stock), or
approximately 0.7% of the Common Stock outstanding.
(v) Andrew M. Paul owns 47,059 shares of Common Stock (issuable upon
conversion of 1,000 shares of Convertible Preferred Stock), or
approximately 0.5% of the Common Stock outstanding.
(vi) Thomas E. McInerney owns 82,353 shares of Common Stock (issuable
upon conversion of 1,750 shares of Convertible Preferred Stock), or
approximately 0.8% of the Common Stock outstanding.
<PAGE> 14
CUSIP NO. 051629103 Page 14 of 16 Pages
(vii) Laura VanBuren owns 4,706 shares of Common Stock (issuable upon
conversion of 100 shares of Convertible Preferred Stock), or less than 0.1%
of the Common Stock outstanding.
(vii) James B. Hoover owns 23,529 shares of Common Stock (issuable upon
conversion of 500 shares of Convertible Preferred Stock), or approximately
0.2% of the Common Stock outstanding.
(ix) Robert A. Minicucci owns 37,647 shares of Common Stock (issuable
upon conversion of 800 shares of Convertible Preferred Stock), or
approximately 0.4% of the Common Stock outstanding.
(x) Anthony J. deNicola owns 18,824 shares of Common Stock (issuable
upon conversion of 400 shares of Convertible Preferred Stock), or
approximately 0.2% of the Common Stock outstanding.
(xi) Paul B. Queally owns 7,059 shares of Common Stock (issuable upon
conversion of 150 shares of Convertible Preferred Stock), or less than 0.1%
of the Common Stock outstanding.
(b) The general partners of each of VII Partners, CP II Partners and
INFO Partners may be deemed to share the power to vote or direct the voting of
and to dispose or direct the disposition of the shares owned by WCAS VII, WCAS
CP II and WCAS IP, respectively. Each of the general partners of VII Partners,
CP II Partners and INFO Partners disclaims beneficial ownership of all shares
other than the shares he or she owns directly or by virtue of his or her
indirect pro rata interest, as a partner of VII Partners, CP II Partners and/or
INFO Partners, as the case may be, in the shares owned by WCAS VII, WCAS CP II
and/or WCAS IP.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in the Issuer's securities
in the past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the shares owned
by WCAS VII, WCAS CP II or WCAS IP.
<PAGE> 15
CUSIP NO. 051629103 Page 15 of 16 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
The Warrants issued to WCAS VII and WCAS CP II on September 30, 1996
represent 20% of the total number of Warrants issuable to WCAS VII and WCAS CP
II pursuant to the terms of such Warrants. If as of June 1, 1997, the guarantee
described in Item 3 above is still outstanding, WCAS VII and WCAS CP II will at
that time acquire beneficial ownership of a certain number of additional
Warrants, representing an additional 20% of the total. Further, if such
guarantee is still outstanding as of March 1, 1998, WCAS II and WCAS CPII will
at that time also acquire beneficial ownership of a certain number of additional
Warrants, representing an additional 20% of the total. The terms of the Warrants
also provide that if the guarantee is called at any time WCAS VII and WCAS CP II
will at such time acquire beneficial ownership of a certain number of additional
Warrants equal to the difference between 100% of the total number of Warrants
issuable to WCAS VII and WCAS CP II and the aggregate percentage of such total
that is then exercisable.
In connection with the Purchase Agreement, the Issuer and the Reporting
Persons entered into a registration rights agreement pursuant to which the
Issuer agreed to register under the Securities Act of 1933, as amended, the
securities of the Issuer purchased by the Reporting Persons for public sale,
subject to the provisions of such registration rights agreement.
Item 7. Material to Be Filed as Exhibits.
Not Applicable
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CUSIP NO. 051629103 Page 16 of 16 Pages
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: October 10, 1996
WELSH, CARSON, ANDERSON &
STOWE VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/ Laura VanBuren
________________________________
General Partner
WCAS INFORMATION PARTNERS,
L.P.
By: WCAS INFO Partners,
General Partner
By: /s/ Laura VanBuren
________________________________
Attorney-in-Fact
WCAS CAPITAL PARTNERS II, L.P.
By: WCAS CP II Partners,
General Partner
By: /s/ Laura VanBuren
________________________________
General Partner
