TCW Group Inc, et al. – ‘SC 13D/A’ on 12/10/99 re: Convergence Communications Inc

On:  Friday, 12/10/99   ·   Accession #:  950172-99-1750   ·   File #:  5-57059

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D - Amendment No. 2                         5±    24K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

SCHEDULE 13D    
(RULE 13D-101)    

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT     
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)     

(AMENDMENT NO. 2)*    

CONVERGENCE COMMUNICATIONS, INC.    
(Name of Issuer)    

Common Stock, par value $0.001 per share    
(Title of Class of Securities)    

None    
(CUSIP Number)    

Michael E. Cahill, Esq.     
Managing Director & General Counsel     
The TCW Group, Inc.     
865 South Figueroa Street, Ste. 1800    
Los Angeles, California 90017     
(213) 244-0000    
(Name, Address and Telephone Number of Person Authorized    
to Receive Notices and Communications)    

November 16, 1999     
(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 that is the subject of this Schedule 13D, and is       
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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).                                                 

This Amendment No. 2 is filed on behalf of                                    

(1)  The TCW Group, Inc., a Nevada corporation ("TCWG");            

(2)  Robert A. Day, an individual;                                  

(3)  TCW Investment Management Company, a California corporation and
wholly-owned subsidiary of TCWG ("TIMCO");                

(4)  TCW Advisors, Inc., a New York corporation and wholly-owned    
subsidiary of TIMCO ("TCW Advisors");                     

(5)  TCW Private Equity Holdings Corp., a New York corporation and  
wholly owned subsidiary of TCW Advisors ("TCW PEH");      

 (6)  Baeza & Co., L.L.C., a Delaware limited liability company wholly
owned by Mario L. Baeza ("Baeza & Co.");                  

(7)  Mario L. Baeza, an individual;                                 

 (8)  TCW/Latin America Partners, L.L.C., a Delaware limited liability
   company, the two members of which are TCW PEH and Baeza & Co.
("TCW/LAP");                                              

  (9)  TCW/Latin America Management Partners, L.L.C., a Delaware limited
liability company, the managing member of which is TCW/LAP
("TCW/LAMP");                                             

(10) TCW/Latin America Private Equity Partners, L.P., a Delaware    
   limited partnership of which TCW/LAMP is the general partner,
acting through TCW/LAP ("TCW/LAPEP");                     

  (11) TCW/CCI Holding LLC, a Delaware limited liability company, wholly
owned by TCW/LAPEP ("TCW/CCI").                           

TCWG, Robert Day, TIMCO, TCW Advisors and TCW PEH are referred to herein as   
the "TCW Related Entities".  The TCW Related Entities and Baeza & Co.,        
TCW/LAP, TCW/LAMP, TCW/LAPEP and TCW/CCI are hereinafter collectively         
referred to as the "Reporting Persons".  The Amendment No. 2 filed on         
behalf of the Reporting Persons amends the Statement on Schedule 13D, dated   
October 28, 1999 (the "Schedule 13D") with respect to the Common Stock, par   
value $0.001 per share (the "Common Stock") of Convergence Communications,    
Inc., a Nevada corporation (the "Issuer").  Capitalized terms used but not    
defined herein shall have the meanings ascribed thereto in the Schedule       
13D.                                                                          

ITEM 5.   INTEREST AND SECURITIES OF THE ISSUER                               

Item 5(a) is hereby amended to replace the third and fourth paragraphs of     
Amendment No. 1 hereto with the following:                                    

Pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act    
of 1934 (the "Exchange Act"), to the extent a "group" is deemed to exist by   
virtue of the Stockholders Agreement, each of the Reporting Persons would     
be deemed to have beneficial ownership, for purposes of Sections 13(g) and    
13(d) of the Exchange Act, of all of the equity securities of the Issuer      
beneficially owned by the other parties to the Stockholders Agreement.        
Accordingly, the Reporting Persons would be deemed to beneficially own an     
aggregate of 23,986,608 shares of Common Stock, or approximately 91.7% of     
the outstanding shares of Common Stock (assuming the conversion of all the    
outstanding Series C Preferred Stock held by the parties to the               
Shareholders Agreement to Common Stock).                                      

The filing of this Statement and any amendment hereto shall not be            
construed as an admission, for the purposes of Sections 13(g) and 13(d) and   
Regulation 13D-G of the Exchange Act nor for any other purpose or under any   
other provision of the Exchange Act or the rules promulgated thereunder,      
that any of the Reporting Persons is the beneficial owner of any securities   
owned by any other party to the Stockholders Agreement.                       

After reasonable inquiry and to the best of its knowledge and belief, the     
undersigned certify that the information set forth in this Statement is       
true, complete and correct.                                                   

Dated as of this 9th day of December, 1999.                                   

THE TCW GROUP, INC.                                                           

By:  /s/ Susan Marsch                                                         
---------------------------                                         
Name:   Susan Marsch                                                
Title:  Authorized Signatory                                        

TCW INVESTMENT MANAGEMENT CO.                                                 

By:  /s/ Susan Marsch                                                         
-------------------------------                                     
Name:   Susan Marsch                                                
Title:  Authorized Signatory                                        

TCW ADVISORS, INC.                                                            

By:  /s/ Susan Marsch                                                         
--------------------------------                                    
Name:   Susan Marsch                                                
Title:  Authorized Signatory                                        

ROBERT A. DAY                                                                 

By:  /s/ Susan Marsch                                                         
----------------------------------                                  
Name:   Susan Marsch                                                
Title:  Under Power of Attorney dated March 31, 1999, on file with  
         Schedule 13G for Hibbett Sporting Goods, Inc., dated April 9,
1999                                                

TCW PRIVATE EQUITY HOLDINGS CORP.                                             

By:  /s/ Susan Marsch                                                         
----------------------------------                                  
Name:   Susan Marsch                                                
Title:  Authorized Signatory                                        

BAEZA & CO. L.L.C.                                                            

By:  /s/ Mario L. Baeza                                                       
-----------------------------------                                 
Name:    Mario L. Baeza                                             
Title:   Authorized Signatory                                       

MARIO L. BAEZA                                                                

/s/ Mario L. Baeza                                                            
----------------------------------                                            
Mario L. Baeza                                                        

TCW/LATIN AMERICA PARTNERS, L.L.C.                                            

By:  TCW PRIVATE EQUITY HOLDINGS CORP.                                        

By:  /s/ Susan Marsch                                             
------------------------------                            
Name:  Susan Marsch                                     
Title: Authorized Signatory                             

By:  BAEZA & CO. L.L.C.                                           

By:  /s/ Mario L. Baeza                                 
----------------------------                    
Name:   Mario L. Baeza                          
Title:  Authorized Signatory                    

TCW/LATIN AMERICA MANAGEMENT PARTNERS, L.L.C.                                 

By:  TCW/LATIN AMERICA PARTNERS, L.L.C.                                       

By:  TCW PRIVATE EQUITY HOLDINGS CORP.                              

By:  /s/ Susan Marsch                                     
-------------------------------                 
Name:  Susan Marsch                             
Title: Authorized Signatory                     

By:  BAEZA & CO. L.L.C.                                             

By:  /s/ Mario L. Baeza                                   
--------------------------------                
Name:   Mario L. Baeza                          
Title:  Authorized Signatory                    

TCW/LATIN AMERICA PRIVATE EQUITY PARTNERS                                     

By:  TCW/LATIN AMERICA PARTNERS, L.L.C.                                       

By:  TCW PRIVATE EQUITY HOLDINGS CORP.                              

By:  /s/ Susan Marsch                                     
-------------------------------                 
Name:   Susan Marsch                            
Title:  Authorized Signatory                    

By:  BAEZA & CO. L.L.C.                                             

By:  /s/ Mario L. Baeza                                   
---------------------------------               
Name:   Mario L. Baeza                          
Title:  Authorized Signatory                    

TCW/CCI HOLDING L.L.C.                                                        

By:  /s/ Mario L. Baeza                                                       
---------------------------------                                   
Name:   Mario L. Baeza                                              
Title:  Authorized Signatory                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		12/10/99		4
		11/16/99		4,  8-K
		10/28/99		3,  SC 13D
		4/9/99		SC 13G,  SC 13G/A
		3/31/99		10QSB,  13F-HR,  NT 10-Q,  NTN 10Q
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