-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CMrYT1UVQgF9WYAAlSTtJLPT15ewRMKhIbrWuOV5rnPrGiCwTcph7nSMEXI9BbBZ XP6W8EzaesHo9fnpqbTTag== 0000897069-05-000396.txt : 20050214 0000897069-05-000396.hdr.sgml : 20050214 20050211181845 ACCESSION NUMBER: 0000897069-05-000396 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: DAVID W. TICE & ASSOCIATES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AURA SYSTEMS INC CENTRAL INDEX KEY: 0000826253 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 954106894 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39865 FILM NUMBER: 05600878 BUSINESS ADDRESS: STREET 1: 2335 ALASKA AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106435300 MAIL ADDRESS: STREET 1: 2335 ALASKA AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENT BEAR FUNDS INC CENTRAL INDEX KEY: 0001002903 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 615 EAST MICHIGAN STREET STREET 2: STE 405 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142873315 MAIL ADDRESS: STREET 1: 8140 WALNUT HILL LANE STREET 2: SUITE 405 CITY: DALLAS STATE: TX ZIP: 75231 SC 13G/A 1 sdc888.htm 13G AMENDMENT 2
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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)*

AURA SYSTEMS, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

051526101
(CUSIP Number)

December 31, 2004
(Date of Event Which Requires Filing of this Statement

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

  [X] Rule 13d-1(b)
 
[   ]
Rule 13d-1(c)
 
[   ]
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 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).

Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.


(Continued on following page(s))
Page 1 of 6 Pages

CUSIP No. 051526101

1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

David W. Tice & Associates, LLC - 66-0623243
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable
(a)   [  ]
(b)   [  ]
3

 SEC USE ONLY

4


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		5


 SOLE VOTING POWER

-0-
BENEFICIALLY

OWNED 		6


 SHARED VOTING POWER

-0-
BY EACH

REPORTING 		7


 SOLE DISPOSITIVE POWER

20,541,700(1)
PERSON WITH:

 8


 SHARED DISPOSITIVE POWER

-0-
9


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,541,700(1)
10  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
[  ]
11  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%(1)
12  


 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA
(1) Includes 12,604,200 shares of Common Stock and 7,937,500 shares of Common Stock issuable upon the exercise of immediately exercisable warrants (with the percent ownership calculated based upon an aggregate of 439,074,474 shares outstanding as reported in the company's Form 10-Q for the quarter ended November 30, 2004, and assuming the exercise of the warrants to purchase 7,937,500 shares by the reporting person).

Page 2 of 6 Pages

CUSIP No. 051526101

1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Prudent Bear Funds, Inc. - 39-1837741
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable
(a)   [  ]
(b)   [  ]
3

 SEC USE ONLY

4


 CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland
NUMBER OF

SHARES 		5


 SOLE VOTING POWER

-0-
BENEFICIALLY

OWNED 		6


 SHARED VOTING POWER

20,541,700(1)
BY EACH

REPORTING 		7


 SOLE DISPOSITIVE POWER

-0-
PERSON WITH:

 8


 SHARED DISPOSITIVE POWER

-0-
9


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,541,700(1)
10  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
[  ]
11  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%(1)
12  


 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IV
(1) Includes 12,604,200 shares of Common Stock and 7,937,500 shares of Common Stock issuable upon the exercise of immediately exercisable warrants (with the percent ownership calculated based upon an aggregate of 439,074,474 shares outstanding as reported in the company’s Form 10-Q for the quarter ended November 30, 2004, and assuming the exercise of the warrants to purchase 7,937,500 shares by the reporting person).

Page 3 of 6 Pages


CUSIP No. 051526101


        This Amendment No. 2 to the undersigned’s Schedule 13G, which was originally filed on February 14, 2003 (the “Schedule 13G”) with regard to Aura Systems, Inc. (the “Issuer”), is being filed to amend Items 4 and 5 of the Schedule 13G. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13G.

Item 4. Ownership

David W. Tice & Associates, LLC

  (a) Amount Beneficially Owned:  20,541,700 *

  (b) Percent of Class:  4.6%

  (c) Number of shares as to which such person has:

  (i) sole power to vote or to direct the vote:  -0-
  (ii) shared power to vote or to direct the vote:  -0-
  (iii) sole power to dispose or to direct the disposition of:  20,541,700
  (iv) shared power to dispose or to direct the disposition of:  -0-

  Prudent Bear Funds, Inc.

  (a) Amount Beneficially Owned:  20,541,700 *

  (b) Percent of Class:  4.6%

  (c) Number of shares as to which such person has:

  (i) sole power to vote or to direct the vote:  -0-
  (ii) shared power to vote or to direct the vote:  20,541,700
  (iii) sole power to dispose or to direct the disposition of:  -0-
  (iv) shared power to dispose or to direct the disposition of:  -0-


Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |X|.


* David W. Tice & Associates, LLC and Prudent Bear Funds, Inc. share beneficial ownership over the same 20,541,700 shares.



Page 4 of 6 Pages


CUSIP No. 051526101


Exhibits.

  1. Agreement to file Schedule 13G jointly.




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:   February 10, 2005

DAVID W. TICE & ASSOCIATES, LLC


By:    /s/  David W. Tice
David W. Tice, President



PRUDENT BEAR FUNDS, INC.


By:    /s/  David W. Tice
David W. Tice, President









Page 5 of 6 Pages


CUSIP No. 051526101

EXHIBIT 1

        AGREEMENT dated as of February 10, 2005, by and among David W. Tice & Associates, LLC, a Delaware limited liability company, and Prudent Bear Funds, Inc., a Maryland corporation.

        WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.

        NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

        Both David W. Tice & Associates, LLC and Prudent Bear Funds, Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of Aura Systems, Inc., and hereby further agree that said Statement shall be filed on behalf of both David W. Tice &Associates, LLC and Prudent Bear Funds, Inc. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group”(within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Aura Systems, Inc.

        IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.


DAVID W. TICE & ASSOCIATES, LLC


By:    /s/  David W. Tice
David W. Tice, President



PRUDENT BEAR FUNDS, INC.


By:    /s/  David W. Tice
David W. Tice, President








Page 6 of 6 Pages

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