CUSIP No. 156913303 Page 1 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
The Cerplex Group, Inc.(formerly known as
Aurora Electronics, Inc.)
_________________________________________________________________
(Name of Issuer)
Common Stock, $.03 par value
_________________________________________________________________
(Title of Class of Securities)
156913303
_________________________________________________________________
(CUSIP Number)
Welsh, Carson, Anderson Othon A. Prounis, 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)
April 30, 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 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. 156913303 Page 2 of 13 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 WC
_________________________________________________________________
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 94,376,549 shares
Shares Beneficially Power of Common Stock
Owned by Each (including shares
Reporting Person issuable upon
conversion of
convertible pre-
ferred stock and
exercise of
warrants)
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 94,376,549 shares
tive Power of Common Stock
(including shares
issuable upon
conversion of
convertible pre-
ferred stock and
exercise of
warrants)
________________________________________
10) Shared Dis-
positive Power -0-
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CUSIP No. 156913303 Page 3 of 13 Pages
11) Aggregate Amount Beneficially 94,376,549 shares
Owned by Each Reporting Person of Common Stock
(including shares
issuable upon
conversion of
convertible pre-
ferred stock and
exercise
of warrants)
________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 66.7%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 156913303 Page 4 of 13 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 WC
_________________________________________________________________
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 1,252,643 shares of
Shares Beneficially Power Common Stock
Owned by Each (including shares
Reporting Person issuable upon
conversion of
convertible pre-
ferred stock)
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 1,252,643 shares of
tive Power Common Stock
(including shares
issuable upon
conversion of
convertible pre-
ferred stock)
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
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CUSIP No. 156913303 Page 5 of 13 Pages
11) Aggregate Amount Beneficially 1,252,643 shares of
Owned by Each Reporting Person Common Stock
(including shares
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 1.8%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 156913303 Page 6 of 13 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 WC
_________________________________________________________________
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 13,897,462 shares of
Shares Beneficially Power Common Stock
Owned by Each (including shares
Reporting Person: issuable upon
conversion of
convertible
preferred stock and
exercise of
warrants)
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 13,897,462 shares of
tive Power Common Stock
(including shares
issuable upon
conversion of
convertible
preferred stock and
exercise of
warrants)
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
<PAGE>
CUSIP No. 156913303 Page 7 of 13 Pages
11) Aggregate Amount Beneficially 13,897,462 shares of
Owned by Each Reporting Person Common Stock
(including shares
issuable upon
conversion of
convertible
preferred stock and
exercise of
warrants)
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 16.6%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 156913303 Page 8 of 13 Pages
Amendment No. 5 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, Amendment No. 1 thereto filed on October 16,
1996, Amendment No. 2 thereto filed on July 9, 1997, Amendment
No. 3 thereto filed on September 3, 1997 and Amendment No. 4
thereto filed on October 31, 1997 (as so amended, the "Schedule
13D"). Terms defined in the Schedule 13D are used herein as so
defined.
The Schedule 13D is hereby amended as follows:
Item 1. Security and Issuer.
____________________
Item 1 is hereby amended and restated to read in its
entirety as follows:
This statement relates to the Common Stock, $.03 par
value ("Common Stock"), of The Cerplex Group, Inc.(formerly known
as Aurora Electronics, Inc.), a Delaware corporation ("Cerplex"
or the "Issuer"). The principal executive offices of the Issuer
are located at 9477 Waples Street, Suite 150, San Diego,
California 92121.
Item 2. Identity and Background.
________________________
Item 2 is hereby amended by removing James B. Hoover as
a general partner of VII Partners and CP II Partners.
Item 3. Source and Amount of Funds and Other Consideration.
___________________________________________________
Item 3 is hereby amended by adding the following
thereto:
On April 30, 1998, the Issuer acquired Cerplex, Inc.
(formerly known as The Cerplex Group, Inc.), a Delaware
corporation ("Old Cerplex"), in a merger transaction (the
"Merger"), pursuant to an Agreement and Plan of Merger among the
Issuer, Holly Acquisition Corp. and Old Cerplex dated as of
January 30, 1998 (the "Merger Agreement"). A copy of the Merger
Agreement was filed with the Securities and Exchange Commission
as Appendix A to the Joint Proxy Statement/Prospectus of the
Issuer and Old Cerplex dated March 27, 1998, and any description
thereof is qualified in its entirety by reference thereto. (After
the completion of the Merger the Issuer changed its name from
Aurora Electronics, Inc. to The Cerplex Group, Inc.) In
connection with the Merger, WCAS VII, WCAS IP and the individual
general partners of their respective general partners converted
all shares of Convertible Preferred Stock, Series B Convertible
Preferred Stock, Series C Convertible Preferred Stock and Series
D Convertible Preferred Stock held by them (with the exception of
30,000 shares of Convertible Preferred Stock held by WCAS VII)
into Common Stock. Also in connection with the Merger, WCAS VII,
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CUSIP No. 156913303 Page 9 of 13 Pages
WCAS IP and the individual general partners of their respective
general partners purchased Units from the Issuer, each Unit
consisting of 12 shares of 7% Senior Convertible Preferred Stock
("Senior Preferred Stock") and $1,000 principal amount of Series
A Senior Subordinated Notes, at a purchase price of $2,200 per
Unit. The Senior Preferred Stock was priced at $100 per share,
and has a conversion price of $.25 per share. Each share of
Senior Preferred Stock is convertible into 400 shares of Common
Stock. In addition, WCAS CP II acquired 33,000 shares of Senior
Preferred Stock in exchange for the cancellation by the Issuer of
a note in the principal amount of $10,000,000.
On July 31, 1997, WCAS VII and WCAS CP II acquired
additional Warrants, exercisable immediately and expiring on July
31, 2002, which entitle WCA 411,971 and 14,500 shares,
respectively, of Common Stock, at an exercise price of $1.70 per
share. The Warrants were issued to WCAS VII and WCAS CP II in
connection with 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
70,658,670 shares of Common Stock outstanding after the
completion of the Merger, and gives effect to the conversion of
all shares of Convertible Preferred Stock and Senior Preferred
Stock, and the exercise of all presently-exercisable Warrants,
held by each of the entities and persons listed below:
(a)
WCAS VII and VII Partners
_________________________
WCAS VII owns 94,376,549 shares of Common Stock
(including shares issuable upon conversion of 30,000 shares
of Convertible Preferred Stock and 166,617 shares of Senior
Preferred Stock and exercise of Warrants to purchase an
aggregate 2,565,444 shares of Common Stock), or
approximately 66.7% 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.
WCAS CP II and CP II Partners
_____________________________
WCAS CP II owns owns 13,897,462 shares of Common Stock
(including shares issuable upon conversion of 33,000 shares
of Senior Preferred Stock and exercise of Warrants to
purchase an aggregate 90,251 shares of Common Stock), or
approximately 16.6% 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.
<PAGE>
CUSIP No. 156913303 Page 10 of 13 Pages
WCAS IP and INFO Partners
_________________________
WCAS IP owns 1,252,643 shares of Common Stock
(including shares issuable upon conversion of 2,274 shares
of Senior Preferred Stock), or approximately 1.8% 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 500,521 shares of Common
Stock (including shares issuable upon conversion of 908
shares of Senior Preferred Stock), or approximately 0.7% of
the Common Stock outstanding.
(ii) Russell L. Carson owns 751,721 shares of Common
Stock (including shares issuable upon conversion of 1,365
shares of Senior Preferred Stock), or approximately 1.1% of
the Common Stock outstanding.
(iii) Bruce K. Anderson owns 751,721 shares of Common
Stock (including shares issuable upon conversion of 1,365
shares of Senior Preferred Stock), or approximately 1.1% of
the Common Stock outstanding.
(iv) Richard H. Stowe owns 376,108 shares of Common
Stock (including shares issuable upon conversion of 683
shares of Senior Preferred Stock), or approximately 0.5% of
the Common Stock outstanding.
(v) Andrew M. Paul owns 251,460 shares of Common Stock
(including shares issuable upon conversion of 457 shares
of Senior Preferred Stock), or approximately 0.4% of the
Common Stock outstanding.
(vi) Thomas E. McInerney owns 438,031 shares of Common
Stock (including shares issuable upon conversion of 795
shares of Senior Preferred Stock), or approximately 0.6% of
the Common Stock outstanding.
(vii) Laura VanBuren owns 23,962 shares of Common Stock
(including shares issuable upon conversion of 43 shares
of Senior Preferred Stock), or less than 0.1% of the
Common Stock outstanding.
(viii) Robert A. Minicucci owns 200,469 shares of
Common Stock (including shares issuable upon conversion of 364
shares of Senior Preferred Stock), or approximately 0.3% of
the Common Stock outstanding.
<PAGE>
CUSIP No. 156913303 Page 11 of 13 Pages
(ix) Anthony J. deNicola owns 99,882 shares of Common
Stock (including shares issuable upon conversion of 181
shares of Senior Preferred Stock), or approximately 0.1% of the Common
Stock outstanding.
(x) Paul B. Queally owns 37,957 shares of Common Stock
(including shares issuable upon conversion of 69 shares
of Senior 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 securities 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 securities other than the securities 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 securities 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 securities owned by WCAS VII, WCAS CP II
or WCAS IP.
<PAGE>
CUSIP No. 156913303 Page 12 of 13 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
__________________________________________
Item 6 is hereby amended by adding the following
thereto:
In November 1997, WCAS VII and WCAS CP II waived their
respective rights to the issuances to each of them of additional
Warrants as had been provided for by the terms of the Warrants
issued to each of them on September 30, 1996, January 27, 1997,
June 6, 1997 and July 31, 1997.
<PAGE>
CUSIP No. 156913303 Page 13 of 13 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 16, 1998
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
