SEC Info - McCown De Leeuw & Co III LP, et al. - ‘SC 13G/A’ on 2/14/03 re: Aurora Foods Inc/DE

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McCown De Leeuw & Co III LP, et al. – ‘SC 13G/A’ on 2/14/03 re: Aurora Foods Inc/DE

On: Friday, 2/14/03, at 6:13pm ET · Accession #: 928385-3-314 · File #: 5-55465

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/03  McCown De Leeuw & Co III LP       SC 13G/A               1:67K  Aurora Foods Inc/DE               Donnelley R R & S… 09/FA
          David E. De Leeuw
          Delta Fund LLC
          Gamma Fund LLC
          George E. McCown
          McCown De Leeuw & Co. III (Asia), L.P.
          McCown De Leeuw & Co. III (Europe), L.P.
          McCown De Leeuw & Co. IV Associates, L.P.
          McCown De Leeuw & Co. IV, L.P.
          MDC Management Company III, L.P.
          MDC Management Company IIIA, L.P.
          MDC Management Company IV, LLC
          Robert B. Hellman, Jr.
          Steven A. Zuckerman

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Am. #2 to the SC 13G                                  34    115K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office Or, If None, Residence: Certification Citizenship: CUSIP Number Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Name of Issuer: Name of Person Filing: Not Applicable Notice of Dissolution of A Group Ownership: Ownership of Five Percent or Less of A Class: Ownership of More Than Five Percent of A Class on Behalf of Another Person Title of Class of Securities
1	1st Page - Filing Submission
17	Item 1(A). Name of Issuer:
"	Item 1(B). Address of Issuer's Principal Executive Offices:
"	Item 2(A). Name of Person Filing:
"	Item 2(B). Address of Principal Business Office Or, If None, Residence:
"	Item 2(C). Citizenship:
"	Item 2(D). Title of Class of Securities
"	Item 2(e). CUSIP Number
18	Item 3. Not Applicable
"	Item 4. Ownership:
24	Item 5. Ownership of Five Percent or Less of A Class:
"	Item 6. Ownership of More Than Five Percent of A Class on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of A Group
"	Item 10. Certification

SC 13G/A 1st Page of 34 TOC ↑Top Previous Next ↓Bottom Just 1st
--------------------------------------------------------------------------------

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

Aurora Foods Inc.
-------------------------------------------------------
(Name of Issuer)

Common Stock, $0.01 Par Value
------------------------------------------------------
(Title of Class of Securities)

05164B 10 6
-------------------------------------------------------
(CUSIP Number)

December 31, 2002
-------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

|_| Rule 13d-1(b)

|_| Rule 13d-1(c)

|X| Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in 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 1 of 27 pages

SC 13G/A 2nd Page of 34 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

McCown De Leeuw & Co. III, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

10,715,253*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 6,977,672*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

10,715,253*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

13.70%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

PN
--------------------------------------------------------------------------------

Page 2 of 27 pages

SC 13G/A 3rd Page of 34 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

McCown De Leeuw & Co. III (Europe), L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

Bermuda
--------------------------------------------------------------------------------
5. Sole Voting Power

495,364*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 495,364*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

495,364*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

0.64%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

PN
--------------------------------------------------------------------------------

Page 3 of 27 pages

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CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

McCown De Leeuw & Co. III (Asia), L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

Bermuda
--------------------------------------------------------------------------------
5. Sole Voting Power

116,093*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 116,093*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

116,093*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

0.15%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

PN
--------------------------------------------------------------------------------

Page 4 of 27 pages

SC 13G/A 5th Page of 34 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

MDC Management Company III, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

11,210,617*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 7,473,036*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

11,210,617*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

14.32%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

PN
--------------------------------------------------------------------------------

Page 5 of 27 pages

SC 13G/A 6th Page of 34 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

MDC Management Company IIIA, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

116,093*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

0.15%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

PN
--------------------------------------------------------------------------------

Page 6 of 27 pages

SC 13G/A 7th Page of 34 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

Gamma Fund LLC
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

150,934*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 150,934*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

150,934*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

0.20%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

Page 7 of 27 pages

SC 13G/A 8th Page of 34 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

McCown De Leeuw & Co. IV, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

7,252,042*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 7,252,042*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

7,252,042*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

9.24%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

PN
--------------------------------------------------------------------------------

Page 8 of 27 pages

SC 13G/A 9th Page of 34 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

McCown De Leeuw & Co. IV Associates, L.P.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

123,640*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 123,640*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

123,640*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

0.16%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

PN
--------------------------------------------------------------------------------

Page 9 of 27 pages

SC 13G/A 10th Page of 34 TOC 1st Previous Next ↓Bottom Just 10th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

MDC Management Company IV, LLC
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

7,375,683*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 7,375,683*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

7,375,683*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

9.39%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

Page 10 of 27 pages

SC 13G/A 11th Page of 34 TOC 1st Previous Next ↓Bottom Just 11th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

Delta Fund LLC
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

California, United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

146,758*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 146,758*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

146,758*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

0.19%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

Page 11 of 27 pages

SC 13G/A 12th Page of 34 TOC 1st Previous Next ↓Bottom Just 12th
CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

David E. De Leeuw
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

23,000
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 7,638,535*
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 23,000
-------------------------------------------------------------
8. Shared Dispositive Power

7,638,535*
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

7,661,535*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

9.75%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------

Page 12 of 27 pages

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CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

George E. McCown
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

50,000
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 7,638,535*
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 50,000
-------------------------------------------------------------
8. Shared Dispositive Power

7,638,535*
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

7,688,535*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

9.78%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------

Page 13 of 27 pages

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CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

Robert B. Hellman, Jr.
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

0
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 7,522,442*
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 0
-------------------------------------------------------------
8. Shared Dispositive Power

7,522,442*
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

7,522,442*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

9.58%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------

Page 14 of 27 pages

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CUSIP No. 05164B 10 6

--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).

Steven A. Zuckerman
--------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Citizenship or Place of Organization

United States of America
--------------------------------------------------------------------------------
5. Sole Voting Power

7,522,442*
NUMBER OF -------------------------------------------------------------
SHARES 6. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING 7. Sole Dispositive Power
PERSON
WITH 7,522,442*
-------------------------------------------------------------
8. Shared Dispositive Power

0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person

7,522,442*
--------------------------------------------------------------------------------
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)

[X]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)

9.58%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------

Page 15 of 27 pages

SC 13G/A 16th Page of 34 TOC 1st Previous Next ↓Bottom Just 16th
* The beneficial ownership calculations for each Reporting Person include the
Common Stock of Aurora Foods Inc. issuable upon conversion of the Series A
Cumulative Convertible Preferred Stock (the "Series A Stock"), but do not
reflect the effect of accrued but unpaid dividends on the Series A Stock.
As described more fully in Item 4, upon the conversion of the Series A
Stock, any of such accrued dividends that remain unpaid shall be
convertible into additional shares of Common Stock.

Page 16 of 27 pages

SC 13G/A 17th Page of 34 TOC 1st Previous Next ↓Bottom Just 17th
ITEM 1(A). NAME OF ISSUER:

Aurora Foods Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

1432 Lackland Road
St. Louis, Missouri 63146

ITEM 2(A). NAME OF PERSON FILING:

The undersigned hereby file this statement on behalf of
McCown De Leeuw & Co. III, L.P. ("MDC III"); McCown De Leeuw & Co.
III (Europe), L.P. ("MDC III (Europe)"); McCown De Leeuw & Co. III
Asia, L.P. ("MDC III (Asia)"); MDC Management Company III, L.P.
("MDC Management III"); MDC Management Company IIIA, L.P. ("MDC
Management IIIA"); Gamma Fund LLC ("Gamma Fund"); McCown De Leeuw
& Co. IV, L.P. ("MDC IV"); McCown De Leeuw & Co. IV Associates,
L.P. ("MDC IVA"); MDC Management Company IV, LLC ("MDC Management
IV"); Delta Fund LLC ("Delta Fund"); David E. De Leeuw; George E.
McCown; Robert B. Hellman, Jr. and Steven A. Zuckerman. MDC III,
MDC III (Europe), MDC III (Asia), MDC Management III, MDC
Management IIIA, Gamma Fund, MDC IV, MDC IVA, MDC Management IV,
Delta Fund, David E. De Leeuw, George E. McCown, Robert B. Hellman
and Steven A. Zuckerman are sometimes hereinafter referred to
collectively as the "Reporting Persons" or individually as a
"Reporting Person."

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

The principal business office of MDC III, MDC III
(Europe), MDC III (Asia), MDC Management III, MDC
Management IIIA, Gamma Fund, MDC IV, MDC IVA, MDC
Management IV, Delta Fund, George E. McCown, Robert
B. Hellman, and Steven A. Zuckerman is
525 Middlefield Avenue, Suite 210, Menlo Park, California
94025.

The principal business office of David E. De Leeuw is
900 Third Avenue, 26th Floor, New York, New York
10022.

ITEM 2(C). CITIZENSHIP:

MDC III, MDC Management III, MDC Management IIIA, MDC
IV and MDC IVA are California limited partnerships.
Gamma Fund, MDC Management IV and Delta Fund are
California limited liability companies. MDC III
(Europe) and MDC III (Asia) are Bermuda limited
partnerships. David E. De Leeuw, George E. McCown,
Robert B. Hellman and Steven A. Zuckerman are
citizens of the United States of America.

ITEM 2(D). TITLE OF CLASS OF SECURITIES

The title of the securities is Common Stock, par
value $0.01 (the "Common Stock").

Item 2(e). CUSIP Number

05164B 10 6

Page 17 of 27 pages

SC 13G/A 18th Page of 34 TOC 1st Previous Next ↓Bottom Just 18th
ITEM 3. NOT APPLICABLE.

ITEM 4. OWNERSHIP:

[Enlarge/Download Table]

NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
------------------------------------------------------------
AMOUNT SHARED SOLE SHARED
BENEFICIALLY PERCENT OF SOLE VOTING VOTING POWER DISPOSITIVE DISPOSITIVE
OWNED (1) CLASS (2) POWER (1) POWER (1) POWER (1) POWER (1)
--------- --------- --------- --------- --------- ---------

MDC III (3) 10,715,253 13.70% 10,715,253 0 6,977,672 0
MDC III (Europe) (4) 495,364 0.64% 495,364 0 495,364 0
MDC III (Asia) (5) 116,093 0.15% 116,093 0 116,093 0
MDC Management III (6) 11,210,617 14.32% 11,210,617 0 7,473,036 0
MDC Management IIIA (7) 116,093 0.15% 116,093 0 116,093 0
Gamma Fund (8) 150,934 0.20% 150,934 0 150,934 0
MDC IV (9) 7,252,042 9.24% 7,252,042 0 7,252,042 0
MDC IVA (10) 123,640 0.16% 123,640 0 123,640 0
MDC Management IV (11) 7,375,683 9.39% 7,375,683 0 7,375,683 0
Delta Fund (12) 146,758 0.19% 146,758 0 146,758 0
David E. De Leeuw (13) 7,661,535 9.75% 23,000 7,638,535 23,000 7,638,535
George E. McCown (14) 7,688,535 9.78% 50,000 7,638,535 50,000 7,638,535
Robert B. Hellman, Jr. (15) 7,522,442 9.58% 0 7,522,442 0 7,522,442
Steven A. Zuckerman (16) 7,522,442 9.58% 0 7,522,442 0 7,522,442
------------------------ ---------- ----- ---------- --------- ------- ---------
All Reporting Persons
Collectively (17) 19,073,084 23.82% 19,073,084 N/A 15,335,503 N/A

1 The beneficial ownership calculations for each Reporting Person do not
reflect certain shares of Common Stock issuable upon the conversion of
the Series A Cumulative Convertible Preferred Stock of the Issuer (the
"Series A Stock"). Each share of Series A Stock is convertible into a
number of shares of Common Stock equal to (i) $4.00 divided by (ii) the
then-current conversion price of the Series A Stock (currently $3.24).
In addition, cumulative dividends accrue on each share of Series A
Stock at a rate of 8% per annum based on such shares' original issuance
price of $4.00. The accrued and unpaid dividends on each share of
Series A Stock equal approximately $0.78 per share as of December 31,
2002. Any accrued dividends that remain unpaid upon conversion of the
Series A Stock shall also be convertible into additional shares of
Common Stock based on the then-current conversion price. Because any
such accrued and unpaid dividends on the Series A Stock may be paid in
cash at the option of the Issuer, the effects of these accrued and
unpaid dividends are not reflected in the beneficial ownership
calculations provided above but instead are reflected separately in the
footnotes below.

2 The percentages calculated herein are based on 77,143,642 shares of
Common Stock outstanding, as reported by the Issuer in its Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2002,
filed with the SEC on November 13, 2002.

3 Includes (a) 3,737,581 shares of Common Stock held by California Public
Employees Retirement System (solely for purposes of determining voting
power) for which MDC III has an irrevocable proxy which provides the
power to vote all of the securities held by California Public Employees
Retirement System; (b) 621,919 shares of Series A Stock which, at the
current conversion price of $3.24 (subject to adjustment in accordance
with the certificate of designation), are convertible into 767,801
shares of Common Stock; and (c) warrants to purchase 312,273 shares of
Common Stock. As of December 31, 2002, the number of additional shares
of Common Stock that would be issuable

Page 18 of 27 pages

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upon conversion of the aforementioned shares of Series A Stock in
respect of accrued and unpaid dividends was approximately 150,325
shares. As stated in footnote 1, such shares are not included in
the beneficial ownership calculations for MDC III.

4 Includes (a) 44,152 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 54,508 shares of
Common Stock, and (b) warrants to purchase 22,169 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 10,672 shares. As stated in footnote
1, such shares are not included in the beneficial ownership
calculations for MDC III (Europe).

5 Includes (a) 10,347 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 12,774 shares of
Common Stock, and (b) warrants to purchase 5,195 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 2,501 shares. As stated in footnote
1, such shares are not included in the beneficial ownership
calculations for MDC III (Asia).

6 Includes 10,715,253 shares beneficially owned by MDC III (as discussed
in footnote 3, MDC III has dispositive power over only 6,977,672 of
such shares), an investment partnership whose general partner is MDC
Management III, and 495,364 shares beneficially owned by MDC III
(Europe) (as discussed in footnote 4), an investment partnership whose
general partner is MDC Management III. Included within the foregoing
amounts are an aggregate of (a) 666,071 shares of Series A Stock which,
at the current conversion price of $3.24 (subject to adjustment in
accordance with the certificate of designation), are convertible into
822,309 shares of Common Stock, and (b) warrants to purchase 334,442
shares of Common Stock. As of December 31, 2002, the number of
additional shares of Common Stock that would be issuable upon
conversion of the aforementioned shares of Series A Stock in respect of
accrued and unpaid dividends was approximately 160,997 shares. As
stated in footnote 1, such shares are not included in the beneficial
ownership calculations for MDC Management III.

7 Includes 116,093 shares owned by MDC III (Asia) (as discussed in
footnote 5), an investment partnership whose general partner is MDC
Management IIIA. Included within the foregoing amount are an aggregate
of (a) 10,347 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with
the certificate of designation), are convertible into 12,774 shares of
Common Stock, and (b) warrants to purchase 5,195 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 2,501 shares. As stated in footnote
1, such shares are not included in the beneficial ownership
calculations for MDC Management IIIA.

8 Includes (a) 13,453 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 16,608 shares of
Common Stock, and (b) warrants to purchase 6,755 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 3,252 shares. As stated in footnote
1, such shares are not included in the beneficial ownership
calculations for Gamma Fund.

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9 Includes (a) 620,633 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 766,213 shares of
Common Stock, and (b) warrants to purchase 600,794 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 150,014 shares. As stated in
footnote 1, such shares are not included in the beneficial ownership
calculations for MDC IV.

10 Includes (a) 13,087 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 16,156 shares of
Common Stock, and (b) warrants to purchase 12,176 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 3,163 shares. As stated in footnote
1, such shares are not included in the beneficial ownership
calculations for MDC IVA.

11 Includes 7,252,042 shares beneficially owned by MDC IV (as discussed in
footnote 9), an investment partnership whose general partner is MDC
Management IV, and 123,640 shares beneficially owned by MDC IVA (as
discussed in footnote 10), an investment partnership whose general
partner is MDC Management IV. Included within the foregoing amounts are
(a) 633,720 shares of Series A Stock which, at the current conversion
price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 782,370 shares of
Common Stock, and (b) warrants to purchase 612,970 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 153,177 shares. As stated in
footnote 1, such shares are not included in the beneficial ownership
calculations for MDC Management IV.

12 Includes (a) 10,051 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 12,408 shares of
Common Stock, and (b) warrants to purchase 10,248 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 2,429 shares. As stated in footnote
1, such shares are not included in the beneficial ownership
calculations for Delta Fund.

13 Includes: (i) 116,093 shares of Common Stock beneficially owned by MDC
III (Asia) (as discussed in footnote 5), an investment partnership
whose general partner is MDC Management IIIA; (ii) 7,252,042 shares of
Common Stock beneficially owned by MDC IV (as discussed in footnote 9),
an investment partnership whose general partner is MDC Management IV;
(iii) 123,640 shares of Common Stock beneficially owned by MDC IVA (as
discussed in footnote 10), an investment partnership whose general
partner is MDC Management IV; and (iv) 146,758 shares of Common Stock
beneficially owned by Delta Fund LLC (as discussed in footnote 12), a
California limited liability company. Included within the foregoing
amounts are an aggregate of (a) 654,118 shares of Series A Stock which,
at the current conversion price of $3.24 (subject to adjustment in
accordance with the certificate of designation), are convertible into
807,553 shares of Common Stock, and (b) warrants to purchase 628,413
shares of Common Stock. As of December 31, 2002, the number of
additional shares of Common Stock that would be issuable upon
conversion of the aforementioned shares of Series A Stock in respect of
accrued and unpaid dividends was approximately 158,107 shares. As
stated in footnote 1, such shares are not included in the beneficial
ownership calculations for Mr. De Leeuw. Mr. De Leeuw is a Managing
General Partner of MDC Management IIIA, a Managing Member of MDC
Management IV, and a Voting Member of Delta

Page 20 of 27 pages

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Fund, and possesses certain voting and dispositive power over the
securities controlled by each such entity (as discussed in greater
detail below).

14 Includes: (i) 116,093 shares of Common Stock beneficially owned by MDC
III (Asia) (as discussed in footnote 5), an investment partnership
whose general partner is MDC Management IIIA; (ii) 7,252,042 shares of
Common Stock beneficially owned by MDC IV (as discussed in footnote 9),
an investment partnership whose general partner is MDC Management IV;
(iii) 123,640 shares of Common Stock beneficially owned by MDC IVA (as
discussed in footnote 10), an investment partnership whose general
partner is MDC Management IV; and (iv) 146,758 shares of Common Stock
owned by Delta Fund LLC (as discussed in footnote 12), a California
limited liability company. Included within the foregoing amounts are an
aggregate of (a) 654,118 shares of Series A Stock which, at the current
conversion price of $3.24 (subject to adjustment in accordance with the
certificate of designation), are convertible into 807,553 shares of
Common Stock, and (b) warrants to purchase 628,413 shares of Common
Stock. As of December 31, 2002, the number of additional shares of
Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 158,107 shares. As stated in
footnote 1, such shares are not included in the beneficial ownership
calculations for Mr. McCown. Mr. McCown is a Managing General Partner
of MDC Management IIIA, a Managing Member of MDC Management IV, and a
Voting Member of Delta Fund, and possesses certain voting and
dispositive power over the securities controlled by each such entity
(as discussed in greater detail below).

15 Includes: (i) 7,252,042 shares of Common Stock beneficially owned by
MDC IV (as discussed in footnote 9), an investment partnership whose
general partner is MDC Management IV; (ii) 123,640 shares of Common
Stock beneficially owned by MDC IVA (as discussed in footnote 10), an
investment partnership whose general partner is MDC Management IV; and
(iii) 46,758 shares of Common Stock beneficially owned by Delta Fund
LLC (as discussed in footnote 12), a California limited liability
company. Included within the foregoing amounts are an aggregate of (a)
643,771 shares of Series A Stock which, at the current conversion price
of $3.24 (subject to adjustment in accordance with the certificate of
designation), are convertible into 794,779 shares of Common Stock, and
(b) warrants to purchase 623,218 shares of Common Stock. As of December
31, 2002, the number of additional shares of Common Stock that would be
issuable upon conversion of the aforementioned shares of Series A Stock
in respect of accrued and unpaid dividends was approximately 155,606
shares. As stated in footnote 1, such shares are not included in the
beneficial ownership calculations for Mr. Hellman. Mr. Hellman is a
Managing Member of MDC Management IV and a Voting Member of Delta Fund,
and possesses certain voting and dispositive power over the securities
controlled by each such entity (as discussed in greater detail below).

16 Includes: (i) 7,252,042 shares of Common Stock beneficially owned by
MDC IV (as discussed in footnote 9), an investment partnership whose
general partner is MDC Management IV; (ii) 123,640 shares of Common
Stock beneficially owned by MDC IVA (as discussed in footnote 10), an
investment partnership whose general partner is MDC Management IV; and
(iii) 146,758 shares of Common Stock beneficially owned by Delta Fund
LLC (as discussed in footnote 12), a California limited liability
company. Included within the foregoing amounts are an aggregate of (a)
643,771 shares of Series A Stock which, at the current conversion price
of $3.24 (subject to adjustment in accordance with the certificate of
designation), are convertible into 794,779 shares of Common Stock, and
(b) warrants to purchase 623,218 shares of Common Stock. As of December
31, 2002, the number of additional shares of Common Stock that would be
issuable upon conversion of the aforementioned shares of Series A Stock
in respect of accrued and unpaid dividends was approximately 155,606
shares. As stated in footnote 1, such shares are not included in the
beneficial ownership calculations for Mr. Zuckerman. Mr. Zuckerman is a
Managing Member of MDC

Page 21 of 27 pages

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Management IV and a Voting Member of Delta Fund, and possesses certain
voting and dispositive power over the securities controlled by each
such entity (as discussed in greater detail below).

17 Each Reporting Person disclaims participation in any "group" (as
defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") and the rules promulgated thereunder) among
the Reporting Persons with respect to the securities of the Issuer;
however, in the event a group were to be found to exist with respect to
the Issuer, each Reporting Person would be deemed to be the beneficial
owner of the shares beneficially owned by all members of the group,
which beneficial ownership would total 19,073,084 shares of the
Issuer's Common Stock. Included within the foregoing amount are an
aggregate of (a) 1,333,642 shares of Series A Stock which, at the
current conversion price of $3.24 (subject to adjustment in accordance
with the certificate of designation), are convertible into 1,968,827
shares of Common Stock, and (b) warrants to purchase 969,610 shares of
Common Stock. As of December 31, 2002, the number of additional shares
of Common Stock that would be issuable upon conversion of the
aforementioned shares of Series A Stock in respect of accrued and
unpaid dividends was approximately 322,356 shares. As stated in
footnote 1, such shares are not included in the beneficial ownership
calculations for all Reporting Persons.

The attribution of share holdings discussed above results from the
management structure of certain Reporting Persons. A short description
of the relationships among the Reporting Persons follows:

o MDC Management III is the sole general partner of MDC III and MDC
III (Europe). Voting and dispositive decisions made within MDC
Management III regarding the securities of the Issuer are made by
two-thirds in interest of its Managing General Partners. The
Managing General Partners of MDC Management III are Mssrs.
McCown, De Leeuw, Hellman, and Zuckerman, none of whom hold an
interest as Managing General Partner sufficient to dictate or
veto any such voting or dispositive decision made by MDC
Management III. Accordingly, Messrs. McCown, De Leeuw, Hellman
and Zuckerman disclaim beneficial ownership of the shares
beneficially owned by MDC Management III.

o MDC Management IIIA is the sole general partner of MDC III
(Asia). Voting and dispositive decisions made within MDC
Management IIIA regarding the securities of the Issuer are made
by two-thirds in interest of its Managing General Partners. The
Managing General Partners of MDC Management IIIA are Mr. McCown
and Mr. De Leeuw, each of whom holds an interest as Managing
General Partner sufficient to veto any such voting or dispositive
decision made by MDC Management IIIA.

o MDC Management IV is the sole general partner of MDC IV and MDC
IV A. Voting and dispositive decisions made within MDC Management
IV regarding the securities of the Issuer are made by unanimous
consent of the Managing Members. The Managing Members of MDC
Management IV are Mssrs. McCown, De Leeuw, Hellman, and
Zuckerman, each of whom as a Managing Member may veto any such
voting or dispositive decision made by MDC Management IV.

o Voting and dispositive decisions made within Gamma Fund regarding
the securities of the Issuer are made by a majority in number of
the Voting Members. The Voting Members of Gamma Fund are Mssrs.
McCown, De Leeuw, Hellman, and Zuckerman, none of whom have the
authority to dictate or veto any such voting or dispositive
decision made by Gamma Fund. Accordingly, Messrs. McCown, De
Leeuw, Hellman and Zuckerman disclaim beneficial ownership of the
shares beneficially owned by Gamma Fund.

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o Voting and dispositive decisions made within Delta Fund regarding
the securities of the Issuer are made by unanimous consent of the
Voting Members. The Voting Members of Delta Fund include Mssrs.
McCown, De Leeuw, Hellman, and Zuckerman, each of whom as a
Voting Member may veto any such voting or dispositive decision
made by Delta Fund.

Except to the extent set forth above, each Reporting Person disclaims
beneficial ownership of any shares of Issuer's Common Stock held by any
of the other Reporting Persons. As noted in footnote 17 above, each
Reporting Person disclaims participation in any "group" among the
Reporting Persons with respect to the securities of the Issuer.

In addition, in accordance with Rule 13d-5(b)(1) under the 1934 Act and
by virtue of a Securityholders Agreement, dated as of April 8, 1998 (as
amended from time to time), among MDC III, MDC III (Europe), MDC III
(Asia), Gamma Fund, MDC IV, MDC IVA, Delta Fund, and certain other
stockholders of the Issuer, the Reporting Persons may be deemed to be
part of a "group" for purposes of Section 13(d)(3) of the 1934 Act. The
Reporting Persons nonetheless disclaim that they are part of a "group"
by virtue of the Securityholders Agreement, and each disclaims
beneficial ownership of all Common Stock held by any other party to the
Securityholders Agreement (except as otherwise provided herein).

Page 23 of 27 pages

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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT OF A CLASS ON BEHALF OF
ANOTHER PERSON

Under certain circumstances set forth in the
partnership agreement or operating agreement (as the
case may be) of the Reporting Persons, the general
partners, limited partner and/or the members (as the
case may be) of each of the Reporting Persons have
the right to receive dividends from, or the proceeds
from the sale of, the Common Stock of the Issuer
owned by each of the Reporting Persons.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY OR CONTROL PERSON.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Neither the filing of this statement nor any of its
contents are deemed to constitute an admission that
any Reporting Person is acting with any other
Reporting Person as a member of a "group" with
respect to the securities of the Issuer for purposes
of Section 13(d) of the Securities Exchange Act and
the rules and regulations thereunder, or for any
other purpose, and the existence of any such "group"
is expressly disclaimed hereby. The agreement
required by Rule 13d-1(k)(1) is attached hereto as
Exhibit A.

ITEM 9. NOTICE OF DISSOLUTION OF A GROUP.

Not applicable.

ITEM 10. CERTIFICATION.

Not applicable.

Page 24 of 27 pages

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SIGNATURES

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: February 14, 2003

MCCOWN DE LEEUW & CO. III, L.P.

By: MDC Management Company III, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
-------------------------------------------
Name: Robert B. Hellman, Jr.
Title: General Partner

MCCOWN DE LEEUW & CO. III (EUROPE), L.P.

By: MDC Management Company III, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
-------------------------------------------
Name: Robert B. Hellman, Jr.
Title: General Partner

MCCOWN DE LEEUW & CO. III ASIA, L.P.

By: MDC Management Company IIIA, L.P.
Its: General Partner

By: /s/ George E. McCown
-------------------------------------------
Name: George E. McCown
Title: General Partner

MDC MANAGEMENT COMPANY III, L.P.

By: /s/ Robert B. Hellman, Jr.
-------------------------------------------
Name: Robert Hellman
Title: General Partner

MDC MANAGEMENT COMPANY IIIA, L.P

By: /s/ George E. McCown
-------------------------------------------
Name: George E. McCown
Title: General Partner

Page 25 of 27 pages

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GAMMA FUND LLC

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert B. Hellman, Jr.
Title: Voting Member

MCCOWN DE LEEUW & CO. IV, L.P.

By: MDC Management Company IV, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert B. Hellman, Jr.
Title: Managing Member

MCCOWN DE LEEUW & CO. IV ASSOCIATES, L.P

By: MDC Management Company IV, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert B. Hellman, Jr.
Title: Managing Member

MDC MANAGEMENT COMPANY IV, LLC

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert Hellman
Title: Voting Member

DELTA FUND LLC

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert B. Hellman, Jr.
Title: Voting Member

/s/ Pamela Swain as Attorney-in-Fact
----------------------------------------------------
DAVID E. DE LEEUW

/s/ George E. McCown
----------------------------------------------------
GEORGE E. MCCOWN

Page 26 of 27 pages

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/s/ Robert B. Hellman, Jr.
----------------------------------------------------
ROBERT B. HELLMAN, JR.

/s/ Pamela Swain as Attorney-in-Fact
----------------------------------------------------
STEVEN A. ZUCKERMAN

Page 27 of 27 pages

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Exhibit A

Pursuant to Rule 13d-1(k)(1) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is, and any further amendments
thereto shall be, filed on behalf of each of the undersigned.

MCCOWN DE LEEUW & CO. III, L.P.

By: MDC Management Company III, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert B. Hellman, Jr.
Title: General Partner

MCCOWN DE LEEUW & CO. III (EUROPE), L.P.

By: MDC Management Company III, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert B. Hellman, Jr.
Title: General Partner

MCCOWN DE LEEUW & CO. III ASIA, L.P.

By: MDC Management Company IIIA, L.P.
Its: General Partner

By: /s/ George E. McCown
----------------------------------------------
Name: George E. McCown
Title: General Partner

MDC MANAGEMENT COMPANY III, L.P.

By: /s/ Robert B. Hellman, Jr.
----------------------------------------------
Name: Robert Hellman
Title: General Partner

Page 1 of 3 pages

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MDC MANAGEMENT COMPANY IIIA, L.P

By: /s/ George E. McCown
----------------------------------
Name: George E. McCown
Title: General Partner

GAMMA FUND LLC

By: /s/ Robert B. Hellman, Jr.
----------------------------------
Name: Robert B. Hellman, Jr.
Title: Voting Member

MCCOWN DE LEEUW & CO. IV, L.P.

By: MDC Management Company IV, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
----------------------------------
Name: Robert B. Hellman, Jr.
Title: Managing Member

MCCOWN DE LEEUW & CO. IV ASSOCIATES, L.P

By: MDC Management Company IV, L.P.
Its: General Partner

By: /s/ Robert B. Hellman, Jr.
----------------------------------
Name: Robert B. Hellman, Jr.
Title: Managing Member

MDC MANAGEMENT COMPANY IV, LLC

By: /s/ Robert B. Hellman, Jr.
----------------------------------
Name: Robert Hellman
Title: Voting Member

Page 2 of 3 pages

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DELTA FUND LLC

By: /s/ Robert B. Hellman, Jr.
---------------------------------------------
Name: Robert B. Hellman, Jr.
Title: Voting Member

/s/ Pamela Swain as Attorney-in-Fact
----------------------------------------------
DAVID E. DE LEEUW

/s/ George E. McCown
----------------------------------------------
GEORGE E. MCCOWN

/s/ Robert B. Hellman, Jr.
----------------------------------------------
ROBERT B. HELLMAN, JR.

/s/ Pamela Swain as Attorney-in-Fact
----------------------------------------------
STEVEN A. ZUCKERMAN

Page 3 of 3 pages

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EXHIBIT B

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Robert B. Hellman, Jr., George E. McCown, Judy Bornstein, and
Pamela Swain, signing individually, the undersigned's true and lawful
attorneys-in fact and agents to:

(1) execute for and on behalf of the undersigned, in
connection with the undersigned ownership of or transactions in shares
of stock of Aurora Foods, Inc. (the "Company"), Schedules 13G,
Schedules 13D and any amendments thereto in accordance with Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute
such schedules, complete and execute any amendment or amendments
thereto, and timely file such schedules or amendments with the United
States Securities and Exchange Commission and any stock exchange or
similar authority; and

(3) take any other action of any nature whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit, in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file a
Schedule 13G or Schedule 13D with respect to the undersigned's holdings of and
transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact or
(c) as to any attorney-in-fact individually, until such attorney-in-fact shall
no longer be employed by McCown De Leeuw & Co., LLC.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 2003.

/s/ Steven A. Zuckerman
--------------------------------
Steven A. Zuckerman

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POWER OF ATTORNEY

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of February, 2003.

/s/ David E. De Leeuw
----------------------------------------------
David E. De Leeuw

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G/A’ Filing	Date	First	Last	Other Filings

	12/31/05	1
Filed on:	2/14/03	25		4/A, 5
	12/31/02	1	22	10-K, 10-K/A, 5
	11/13/02	18		10-Q, 8-K
	9/30/02	18		10-Q
	4/8/98	23
				List all Filings

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Filing Submission 0000928385-03-000314 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

McCown De Leeuw & Co III LP, et al. – ‘SC 13G/A’ on 2/14/03 re: Aurora Foods Inc/DE

On: Friday, 2/14/03, at 6:13pm ET · Accession #: 928385-3-314 · File #: 5-55465

Previous ‘SC 13G’: ‘SC 13G/A’ on 2/14/01 · Latest ‘SC 13G’: This Filing

Amendment to Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents