SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
WHEREHOUSE ENTERTAINMENT, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
963281100
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 29, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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>
Cusip No. 963281100
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power:*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,099,282*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 65.6%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus Partners, L.P., a limited partnership organized under the laws of
Delaware ("Cerberus"), owns 1,670,222 shares of Wherehouse Entertainment,
Inc. (the "Company") common stock (the "Common Stock") and 4,959 warrants
(the "Warrants") of the Company (each of which are exercisable for one
share of the Common Stock). Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International"), owns 1,962,182
shares of the Common Stock and 32,280 Warrants. Ultra Cerberus Fund, Ltd.,
a corporation organized under the laws of the Bahamas ("Ultra"), owns
156,583 shares of the Common Stock and 7,291 Warrants. Various other
private investment funds for which the reporting person possesses voting
and investment authority over the securities of the Company (the "Funds")
own in the aggregate 3,237,608 shares of the Common Stock and 28,157
Warrants. See Item 5 for further information.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information disclosed in the Company's Proxy Statement
filed on September 25, 1998, there were issued and outstanding 10,744,829 shares
of common stock of the Company as of September 18, 1998. As of September 29,
1998, Cerberus owned 1,670,222 shares of the Common Stock and 4,959 Warrants;
International owned 1,962,182 shares of the Common Stock and 32,280 Warrants;
Ultra owned 156,583 shares of the Common Stock and 7,291 Warrants and the Funds
in the aggregate owned 3,237,608 shares of the Common Stock and 28,157 Warrants.
Stephen Feinberg possesses sole power to vote and direct the disposition of all
shares of the Common Stock (including the shares of Common Stock underlying the
Warrants) owned by each of Cerberus, International, Ultra and the Funds. The
only transactions by each of Cerberus, International, Ultra and the Funds in
shares of the Common Stock and the Warrants since the filing by Stephen Feinberg
of Amendment No. 1 to Schedule 13D on September 10, 1998, were the acquisitions
on September 29, 1998 of (a) 33,000, 38,000, 3,290 and 62,000 shares of the
Common Stock by Cerberus, International, Ultra and the Funds, respectively, from
an unrelated third party in a privately negotiated transaction at $14.00 per
share, and (b) 1,431, 9,000, 2,000 and 7,000 Tranche C Warrants, by Cerberus,
International, Ultra and the Funds, respectively, from an unrelated third party
in a privately negotiated transaction at $3.00 per Warrant. Each Tranche C
Warrant entitles its holder to purchase, at the holder's option, one share of
Common Stock, at a per share purchase price of $11.00.
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.
October 9, 1998
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, LLC, the general partner
of Cerberus Partners, L.P., and as
the investment manager for each of
Cerberus International, Ltd., Ultra
Cerberus Fund, Ltd. and the Funds
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
