CUSIP No. 051629103 Page 1 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
January 27, 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 [ ].
<PAGE>
CUSIP No. 051629103 Page 2 of 12 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
S.S._or I.R.S. Identification son & 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 18,470,860 shares
Shares Beneficially Power of Common Stock
Owned by Each (17,261,176 issuable
Reporting Person: upon conversion of
convertible pre-
ferred stock and
1,209,684 issuable
upon exercise
of warrants)
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 18,470,860 shares
tive Power of Common Stock
(17,261,176 issuable
upon conversion of
convertible pre-
ferred stock and
1,209,684 issuable
upon exercise
of warrants)
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
<PAGE>
CUSIP No. 051629103 Page 3 of 12 Pages
11) Aggregate Amount Beneficially 18,470,860 shares
Owned by Each Reporting Person of Common Stock
(17,261,176 issuable upon
conversion of
convertible pre-
ferred stock and
1,209,684 issuable
upon exercise
of warrants)
________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 63.1%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 051629103 Page 4 of 12 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-
________________________________________
<PAGE>
CUSIP No. 051629103 Page 5 of 12 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 2.1%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 051629103 Page 6 of 12 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 649,789 shares of
Shares Beneficially Power Common Stock
Owned by Each (including 42,578
Reporting Person: issuable upon exercise of
warrants)
________________________________________
8)__ Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 649,789 shares of
tive Power Common Stock
(including 42,578
issuable upon exercise of
warrants)
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
<PAGE>
CUSIP No. 051629103 Page 7 of 12 Pages
11) Aggregate Amount Beneficially 649,789 shares of
Owned by Each Reporting Person Common Stock
(including 42,578
issuable upon exercise of
warrants)
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 6.0%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 051629103 Page 8 of 12 Pages
Amendment No. 2 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 and Amemndment No. 1 thereto filed on October 16, 1996 (as so amended,
the "Schedule 13D").
The Schedule 13D is hereby amended as follows:
Item 3. Source and Amount of Funds and Other Consideration.
__________________________________________________
Item 3 is hereby amended by adding the following thereto:
This statement relates to the acquisition by WCAS VII and WCAS CP
II of additional Warrants on January 27, 1997, June 1, 1997 and June 6,
1997 as follows: (i) the Warrants acquired on January 27, 1997 are
exercisable from January 27, 1997 until January 27, 2002, and entitle WCAS
VII and WCAS CP II to purchase 548,834 and 19,318 shares, respectively, of
Common Stock, at a price of $1.76 per share; (ii) the Warrants acquired on
June 1, 1997 are exercisable from June 1, 1997 until September 30, 2001,
and entitle WCAS VII and WCAS CP II to purchase 340,941 and 12,000 shares,
respectively, of Common Stock, at a price of $1.70 per share; and (iii) the
Warrants acquired on June 6, 1997 are exercisable from June 6, 1997 until
June 6, 2002, and entitle WCAS VII and WCAS CP II to purchase 43,909 and
1,546 shares, respectively, of Common Stock, at a price of $1.65 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 certain guarantees to secure
certain indebtedness of a wholly-owned subsidiary of the Issuer.
Item 5. Interest in Securities of the Issuer.
____________________________________
Item 5 is hereby amended and restated in its entirety as follows:
The following information is based on a total of 10,815,619
shares of Common Stock outstanding as of June 6, 1997, 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 18,470,860 shares of Common Stock (issuable upon
conversion of 366,800 shares of Convertible Preferred Stock and
exercise of Warrants to purchase 1,209,684 shares of Common Stock),
or approximately 63.1% 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.
CUSIP No. 051629103 Page 9 of 12 Pages
WCAS CP II and CP II Partners
_____________________________
WCAS CP II owns 649,789 shares of Common Stock (including 42,578
shares issuable upon exercise of Warrants), or approximately 6.0% 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 2.1% 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.
(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.
CUSIP No. 051629103 Page 10 of 12 Pages
(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.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
__________________________________________
Item 6 is hereby amended by adding the following thereto:
The Warrants issued to WCAS VII and WCAS CP II on January 27,
1997 represent 20% of the total number of Warrants issuable to WCAS VII and
WCAS CP II pursuant to the terms thereof. If as of October 28, 1997 the
guarantee in consideration of which the Warrants were issued 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 July 28, 1998, WCAS II and WCAS CPII will at that time
CUSIP No. 051629103 Page 11 of 12 Pages
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.
The Warrants issued to WCAS VII and WCAS CP II on June 6, 1997
represent 20% of the total number of Warrants issuable to WCAS VII and WCAS
CP II pursuant to the terms thereof. If as of March 7, 1998 the guarantee
in consideration of which the Warrants were issued 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 December
7, 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.
<PAGE>
CUSIP No. 051629103 Page 12 of 12 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: July 9, 1997
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
