<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
to
Schedule 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Aurora Electronics, Inc.
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(Name of the Issuer)
Aurora Electronics, Inc.
-------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.03 per share
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(Title of Class of Securities)
051629 10 3
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(CUSIP Number of Class of Securities)
Kenneth G. Hawari, Esq.
Hughes & Luce, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 75201
(214) 939-5500
-------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [x] A tender offer.
d. [ ] None of the above.
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INTRODUCTION
This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement, dated February 23, 1996, filed by Aurora Electronics, Inc., a
Delaware corporation (the "Company"), relating the Company's tender offer to
purchase up to 6,500,000 shares of its Common Stock, par value $.03 per share,
at a price of $2.875 per Share net to the seller in cash upon the terms and
subject to the conditions set forth in the Company's Offer to Purchase, dated
February 23, 1996, and the related Letter of Transmittal. This Amendment No. 2
is being filed pursuant to Rule 13e-3(d)(3) and is being filed concurrently
with Amendment No. 2 to the Statement on Schedule 13E-4 of the Company.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended by the addition of the following:
"On April 1, 1996, the Company issued the following press release:
AURORA ELECTRONICS, INC. COMPLETES RECAPITALIZATION
IRVINE, CA -- March 29, 1996 -- Aurora Electronics, Inc. (AMEX: AUR) today
announced that it has completed its previously announced recapitalization and
the associated tender offer. When the tender offer expired at 5:00 p.m. on
March 29, 1996, approximately 4,268,000 shares of common stock had been
tendered for purchase by the Company at $2.875 per share. The comprehensive
plan to recapitalize the Company included: (1) the tender offer; (2) the
purchase of $40 million of convertible preferred stock and $10 million in
subordinated debt (with approximately 607,000 shares of common stock attached)
by Welsh, Carson, Anderson & Stowe and certain other purchasers; (3)
establishment of a new $35 million senior credit facility with Chemical Bank,
N.A.; (4) the repayment in full of the Company's existing senior bank
indebtedness of approximately $26 million; and (5) the redemption of its 9-1/4%
Senior Subordinated Notes (approximately $9.3 million). The preferred stock is
convertible at $2.125 per share, a 21% premium over $1.75, the closing price of
Aurora common stock on the American Stock Exchange on February 21, 1996, the
date the transaction was announced. After giving effect to the
recapitalization, Aurora will have approximately 24.6 million common shares
outstanding, assuming conversion of the convertible preferred stock issued to
WCAS, of which WCAS will own approximately 79%. In addition, Richard H. Stowe
and Thomas E. McInerney, general partners of WCAS, have joined the Aurora board
of directors.
Jim C. Cowart, Chairman and CEO of Aurora, commented "Completing this
recapitalization marks the end of a substantial effort by the Company to
strengthen its balance sheet. The transaction will not only allow us to
reinvest a substantial portion of our future cash flow in the business, but
also give us the financial resources to aggressively pursue the Company's
strategic plan. We are very pleased to have an outstanding investment group
like Welsh, Carson, Anderson & Stowe involved in the Company, and we believe
that they bring substantial value to the Company."
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Richard H. Stowe, General Partner of Welsh, Carson, Anderson & Stowe, commented
on the transaction saying "The growth of the personal computer industry and its
installed base has given rise to a large requirement for associated support
services, such as spare parts support and electronics recycling services
provided by Aurora. We see significant opportunities in Aurora's business,
both for internal growth and through industry consolidation."
Headquartered in Irvine, California, Aurora Electronics, Inc. provides computer
OEMs and service organizations with spare parts support and electronics
recycling necessary for the worldwide installed base. The Company has
facilities located in the United States, Europe and Canada."
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
99.(d)(8) Form of Press Release dated March 29, 1996.
</TABLE>
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SIGNATURE
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: April 9, 1996
AURORA ELECTRONICS, INC.
By: /s/ Jim C. Cowart
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Jim C. Cowart
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
-------
Number Description
------ -----------
<S> <C>
99.(d)(8) Form of Press Release dated March 29, 1996.
</TABLE>
<PAGE> 1
AURORA ELECTRONICS, INC. COMPLETES RECAPITALIZATION
IRVINE, CA -- March 29, 1996 -- Aurora Electronics, Inc. (AMEX: AUR) today
announced that it has completed its previously announced recapitalization and
the associated tender offer. When the tender offer expired at 5:00 p.m. on
March 29, 1996, approximately 4,268,000 shares of common stock had been
tendered for purchase by the Company at $2.875 per share. The comprehensive
plan to recapitalize the Company included: (1) the tender offer; (2) the
purchase of $40 million of convertible preferred stock and $10 million in
subordinated debt (with approximately 607,000 shares of common stock attached)
by Welsh, Carson, Anderson & Stowe and certain other purchasers; (3)
establishment of a new $35 million senior credit facility with Chemical Bank,
N.A.; (4) the repayment in full of the Company's existing senior bank
indebtedness of approximately $26 million; and (5) the redemption of its 9-1/4%
Senior Subordinated Notes (approximately $9.3 million). The preferred stock is
convertible at $2.125 per share, a 21% premium over $1.75, the closing price of
Aurora common stock on the American Stock Exchange on February 21, 1996, the
date the transaction was announced. After giving effect to the
recapitalization, Aurora will have approximately 24.6 million common shares
outstanding, assuming conversion of the convertible preferred stock issued to
WCAS, of which WCAS will own approximately 79%. In addition, Richard H. Stowe
and Thomas E. McInerney, general partners of WCAS, have joined the Aurora board
of directors.
Jim C. Cowart, Chairman and CEO of Aurora, commented "Completing this
recapitalization marks the end of a substantial effort by the Company to
strengthen its balance sheet. The transaction will not only allow us to
reinvest a substantial portion of our future cash flow in the business, but
also give us the financial resources to aggressively pursue the Company's
strategic plan. We are very pleased to have an outstanding investment group
like Welsh, Carson, Anderson & Stowe involved in the Company, and we believe
that they bring substantial value to the Company."
Richard H. Stowe, General Partner of Welsh, Carson, Anderson & Stowe, commented
on the transaction saying "The growth of the personal computer industry and its
installed base has given rise to a large requirement for associated support
services, such as spare parts support and electronics recycling services
provided by Aurora. We see significant opportunities in Aurora's business,
both for internal growth and through industry consolidation."
Headquartered in Irvine, California, Aurora Electronics, Inc. provides computer
OEMs and service organizations with spare parts support and electronics
recycling necessary for the worldwide installed base. The Company has
facilities located in the United States, Europe and Canada."
