<PAGE>
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. 6)*
AUREAL SEMICONDUCTOR INC. (F/K/A MEDIA VISION TECHNOLOGY, INC.)
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
58445Q 10 3
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
MICHAEL E. CAHILL, ESQ. KENNETH LIANG, ESQ.
MANAGING DIRECTOR & GENERAL COUNSEL MANAGING DIRECTOR AND GENERAL COUNSEL
THE TCW GROUP, INC. OAKTREE CAPITAL MANAGEMENT, LLC
865 SOUTH FIGUEROA STREET, STE. 1800 333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CALIFORNIA 90017 LOS ANGELES, CALIFORNIA 90071
(213) 244-0000 (213) 830-6300
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 26, 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 Sections 240.13d-1(e), 240.13d-l(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 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 30 Pages)
*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>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 2 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The TCW Group, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
33,934,676
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
0
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,934,676
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,934,676
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.60%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 3 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Day
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
33,934,676
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
0
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 33,934,676
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,934,676
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.60%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 4 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust Company of the West
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
18,196,214
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 18,196,214
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,196,214
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.11%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 5 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCW Asset Management Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
15,738,462
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,738,462
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,738,462
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.14%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-5-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 6 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCW Special Credits
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
15,738,462
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,738,462
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,738,462
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.14%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN, IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-6-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 7 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCW Special Credits Fund IIIb
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO.WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
13,699,481
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 13,699,481
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,699,481
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.67%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-7-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 8 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCW Special Credits Trusts
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO.WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
7,428,975
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,428,975
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,428,975
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.62%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-8-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 9 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCW Special Credits Trusts IIIb
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO.WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
10,767,239
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,767,239
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,767,239
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.99%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-9-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 10 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Weyerhaeuser Company Master Retirement Trust (Managed Account)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not appliciable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
8,038,771
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,038,771
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,038,771
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.08%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-10-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 11 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Opportunities Fund II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not appliciable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
19,360,976
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 19,360,976
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,360,976
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.86%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-11-
<PAGE>
SCHEDULE 13D
CUSIP NO. 58445Q 10 3 PAGE 12 OF 30 PAGES
------------ --- ----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not appliciable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
27,595,790
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BY
-0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,595,790
-----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,595,790
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.55%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA,OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-12-
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, par value $0.001 per share ("Common
Stock"), of Aureal Semiconductor Inc. (f/k/a Media Vision Technology, Inc.), a
Delaware corporation (the "Issuer"). The address of the principal executive
office of the Issuer is 4245 Technology Drive, Fremont, California 94538.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of
(1) The TCW Group, Inc., a Nevada corporation ("TCWG");
(2) Robert Day, an individual;
(3) Trust Company of the West, a California corporation and
wholly-owned subsidiary of TCWG ("TCW");
(4) TCW Asset Management Company, a California corporation and
wholly-owned subsidiary of TCWG ("TAMCO");
(5) TCW Special Credits, a California general partnership of which
TAMCO is the managing general partner ("Special Credits");
(6) TCW Special Credits Fund IIIb, a California limited partnership,
(hereinafter referred to as the "Special Credits Limited
Partnership") of which Special Credits is the general partner;
(7) Two California collective investment trusts, TCW Special Credits
Trust ("Trust I") and TCW Special Credits Trust IIIb ("Trust
IIIb") (hereinafter referred to as the "Special Credits Trusts")
of which TCW is the trustee;
(8) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree");
(9) Two managed accounts of which Oaktree is investment manager on
behalf of its clients, the Weyerhaeuser Company Master Retirement
Trust ("Oaktree Account I") and the Columbia/HCA Master
Retirement Trust ("Oaktree Account II" and, together with Oaktree
Account I, the "Oaktree Accounts"); and
(10) OCM Opportunities Fund II, L.P., a Delaware limited partnership
(the "Opportunities Fund") of which Oaktree is the general
partner.
Special Credits, Trust I, Trust IIIb and the Special Credits Limited Partnership
are hereinafter collectively referred to as the "Special Credits Entities."
TCWG, TCW, TAMCO, Robert Day and the Special Credits Entities are hereinafter
collectively referred to as the "TCW Related Entities." Special Credits is also
the investment manager of a third party account which invests in similar
-13-
<PAGE>
securities as the Special Credits Entities (the "Special Credits Account").
Oaktree is the investment manager of the Oaktree Accounts, which invest in
securities and other obligations of distressed entities. The principal
business of Oaktree is providing investment advice and management services to
institutional and individual investors. The Opportunities Fund is a limited
partnership which generally invests in securities and other obligations of
distressed entities. The address of the principal business and principal office
for Oaktree is 333 South Grand Avenue, 28th Floor, Los Angeles, California
90071. The Opportunities Fund and the Oaktree Accounts are collectively referred
to as the "Opportunities Entities" and together with Oaktree are collectively
referred to as the "Oaktree Related Entities".
Mr. Day acts as Chairman of the Board and Chief Executive Officer of TCWG.
Additionally, Mr. Day may be deemed to control TCWG, although he disclaims
control and disclaims beneficial ownership of any securities owned by the TCW
Related Entities.
TCWG is a holding company of entities involved in the principal business of
providing investment advice and management services. TCW is a trust company
which provides investment management services, including to the Special Credits
Trusts. TAMCO is an investment adviser and provides investment advice and
management services to institutional and individual investors. Special Credits
provides investment advice and management services to the Special Credits
Limited Partnership and the Special Credits Account. The Special Credits
Limited Partnership is an investment partnership which invests in securities and
other obligations of distressed entities. The Special Credits Trusts are
collective investment trusts which invest in securities and other obligations of
distressed entities. The address of the principal business and principal office
for the TCW Related Entities is 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017.
(a)-(c) & (f)
(i) The executive officers of TCWG are listed below. The principal business
address for each executive officer is 865 South Figueroa Street, Suite 1800, Los
Angeles, California 90017. Each executive officer is a citizen of the United
States of America unless otherwise specified below:
<TABLE>
<CAPTION>
Executive Officers
- ------------------
<S> <C>
Robert A. Day Chairman of the Board & Chief Executive Officer
Ernest O. Ellison Vice Chairman of the Board
Marc I. Stern President
Alvin R. Albe, Jr. Executive Vice President, Finance & Administration
Thomas E. Larkin, Jr. Executive Vice President & Group Managing Director
Michael E. Cahill Managing Director, General Counsel & Secretary
William C. Sonneborn Managing Director, Chief Financial Officer & Assistant Secretary
</TABLE>
Schedule I attached hereto and incorporated herein sets forth with respect to
each director of TCWG his name, residence or business address, citizenship,
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted.
(ii) The executive officers and directors of TCW are listed below. The
principal business address for each executive officer and director is 865 South
Figueroa Street, Suite 1800, Los Angeles,
-14-
<PAGE>
California 90017. Each executive officer is a citizen of the United States of
America unless otherwise specified below:
<TABLE>
<CAPTION>
Executive Officers & Directors
- ------------------------------
<S> <C>
Robert A. Day Chairman of the Board & Chief Executive Officer
Ernest O. Ellison Director & Vice Chairman
Thomas E. Larkin, Jr. Director & President
Alvin R. Albe, Jr. Director & Executive Vice President, Finance & Administration
Marc I. Stern Director, Executive Vice President, Group Managing Director
Michael E. Cahill Managing Director, General Counsel & Secretary
William C. Sonneborn Managing Director, Chief Financial Officer & Assistant Secretary
</TABLE>
(iii) The executive officers and directors of TAMCO are listed below. The
principal business address for each executive officer, director and portfolio
manager is 865 South Figueroa Street, Suite 1800, Los Angeles, California,
90017. Each executive officer and director is a citizen of the United States of
America unless otherwise specified below:
<TABLE>
<CAPTION>
Executive Officers & Directors
- ------------------------------
<S> <C>
Robert A. Day Chairman of the Board & Chief Executive Officer
Thomas E. Larkin, Jr. Director & Vice Chairman of the Board
Marc I. Stern Director, Vice Chairman of the Board and President
Alvin R. Albe, Jr. Director, Executive Vice President, Finance & Administration
Michael E. Cahill Director, Managing Director, General Counsel & Secretary
William C. Sonneborn Director, Managing Director, Chief Financial Officer & Assistant Secretary
Mark L. Attanasio Director, Group Managing Director & Chief Investment Officer -
Below Investment Grade Fixed Income
Philip A. Barach Director, Group Managing Director & Chief Investment Officer -
Investment Grade Fixed Income
Javier Baz Director, Managing Director & Chief Investment Officer -
International
Robert D. Beyer Director & Group Managing Director
Glen E. Bickerstaff Director & Managing Director
Nicola F. Galluccio Director & Managing Director
Arthur R. Carlson Director & Managing Director
Gerard B. Finneran Director & Managing Director
Douglas S. Foreman Director, Group Managing Director & Chief Investment Officer -
U.S. Equities
Mark W. Gibello Director & Managing Director
Jeffrey E. Gundlach Director & Group Managing Director
Raymond F. Henze III Director & Group Managing Director
Stephen McDonald Director & Managing Director
Jeffrey V. Peterson Director & Managing Director
Komal S. Sri-Kumar Director & Managing Director
</TABLE>
(iv) The following sets forth with respect to each general partner of Special
Credits his name, residence or business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is
-15-
<PAGE>
conducted. Each general partner who is a natural person is a citizen of the
United States of America unless otherwise specified below.
TAMCO is the Managing General Partner. See information in paragraph (iii)
above.
Bruce A. Karsh
President and Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
Howard S. Marks
Chairman and Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
Sheldon M. Stone
Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
David Richard Masson
Principal
Oaktree Capital Management, LLC
333 South Grand Avenue
28th Floor
Los Angeles, California 90071
(v) Special Credits is the sole general partner of the Special Credits
Limited Partnership. See information in paragraph (iv) above regarding Special
Credits and its general partners.
(vi) The portfolio managers of the Special Credits Limited Partnership and
the Special Credits Account are listed below. The principal address for each
Portfolio Manager of the Fund is 333 South Grand Avenue, Los Angeles, California
90071. Each individual listed below is a citizen of the United States of
America.
Portfolio Managers
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Bruce A. Karsh
David Richard Masson
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(vii) Oaktree is the investment manager of the Oaktree Accounts and the
general partner of the Opportunities Fund. See information in paragraph (viii)
below regarding Oaktree and its general partners.
(viii) The members and executive officers of Oaktree and the Opportunities
Fund and the investment manager of the Oaktree Accounts are listed below. The
principal address for each member and executive officer of Oaktree is 333 South
Grand Avenue, Los Angeles, California 90071. Each individual listed below is a
citizen of the United States of America.
<TABLE>
<CAPTION>
Executive Officers & Members
- -----------------------------
<S> <C>
Bruce A. Karsh President and Principal
Howard S. Marks Chairman and Principal
Sheldon M. Stone Principal
David Richard Masson Principal
Larry W. Keele Principal
Stephen A. Kaplan Principal
Russel S. Bernard Principal
David Kirchheimer Managing Director and Chief Financial and Administrative Officer
Kenneth Liang Managing Director and General Counsel
Portfolio Managers
- -------------------
Bruce A. Karsh President and Principal
David Richard Masson Principal
</TABLE>
(d)-(e)
During the last five years, neither TCWG, TCW, TAMCO, the Special Credits
Entities, the Oaktree Accounts, the Opportunities Fund, Oaktree nor, to the best
of their knowledge, any of their respective executive officers, directors and
general partners (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 5, 1999, the Issuer announced its intention to consummate a
recapitalization intended to simplify the Issuer's capitalization. In connection
with such recapitalization, Special Credits Limited Partnership, the Special
Credits Trusts, the Oaktree Accounts or the Opportunities Fund or any
combination of them (collectively, the "Standby Purchasers") have agreed to act
as standby purchasers in respect of a Subscription Rights Offering of 33,333,333
shares of the Issuer's common stock (the "Rights Offering") . Pursuant to the
Offering, the shares will be offered at $.60 per share. The Standby Purchasers
have agreed to purchase their pro-rata share of the shares offered to them as
existing stockholders in the Rights Offering as well as any shares not purchased
by the Issuer's other stockholders, subject to obtaining appropriate antitrust
approvals and certain other conditions. Although there has been no allocation of
the amount of common stock to be
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purchased by the Standby Purchasers pursuant to the Rights Offering, the Standby
Purchasers will purchase an aggregate of at least 19,666,666 shares of the
Issuer's common stock pursuant to the rights offering and may be required to
purchase up to 33,333,333 if none of the Issuer's other stockholders exercise
their rights pursuant to the rights offering. In connection with the
recapitalization, the Issuer has offered to issue up to 26,200,000 shares of
common stock in the aggregate on a pro-rata basis to those holders of the
Issuer's Series B Preferred Stock that convert all of their shares of Series B
Preferred Stock pursuant to the recapitalization. The Reporting Persons
currently intend to convert all their outstanding Series B Preferred Stock in
connection with the recapitalization which will result in the TCW Related
Entities and Oaktree Related Entities acquiring a total of 45,866,666 shares
of the Issuer's common stock.
On March 5, 1999, the Opportunities Fund and Oaktree Account II each purchased
the following securities of the Issuer: (a) 6,456,855 and 65,221 shares of the
Issuer's Common Stock, respectively; (b) 5,793.73 and 58.52 shares of the
Issuer's 8% Series B Convertible Preferred Stock ("Series B Preferred Stock"),
respectively; (c) 396 and 4 shares of the Issuer's Series C Preferred Stock (the
"Series C Preferred Stock"), respectively and (d) immediately exercisable
warrants to purchase at $1.00 per share 816,750 and 8,250 shares of the Issuer's
Common Stock, respectively. The Opportunities Fund and Oaktree Account II made
the foregoing purchases in a privately negotiated transaction using $12,029,016
and $121,505, respectively, of funds obtained from their working capital. On
April 1, 1999 the Opportunities Fund and Oaktree Account II received,
respectively, an additional 115.88 and 1.17 shares of Series B Preferred Stock
as a dividend on the shares of Series B Preferred Stock held by them.
Holders of shares of Series B Preferred Stock have the right to convert such
shares into shares of the Issuer's Common Stock at any time according to the
terms of the Issuer's Certificate of Designations of 8% Series B Convertible
Preferred Stock. Accordingly, at the currently effective conversion price, the
Opportunities Fund and Oaktree Account II have the right to acquire 2,363,552
and 24,068 shares of Common Stock, respectively, pursuant to the conversion
feature of the shares of Series B Preferred Stock held by them. As discussed
above, the Reporting Persons holding shares of Series B Preferred Stock
currently intend to convert such shares in connection with the Issuer's
recapitalization.
Beginning October 30, 1998, holders of shares of Series C Preferred Stock
acquired the right at any time, subject to the Issuer's right of redemption, to
convert up to a maximum of 15% of the aggregate number of shares of Series C
Preferred Stock held by such holder into shares of the Issuer's Common Stock
according to the terms of the Issuer's Certificate of Designations of Series C
Preferred Stock. For each one month period after October 30, 1998, such holders
accrue the right to convert into Common Stock an additional 15% of the number of
shares of Series C Preferred Stock held by such holder. On March 5, 1999, the
Opportunities Fund and Oaktree Account II converted 297 and 3 shares of Series C
Preferred Stock into 7,556,442 and 76,328 shares of the Issuer's Common Stock,
respectively. On March 26, 1999, the Opportunities Fund and Oaktree Account II
converted 59 shares and 1 share of Series C Preferred Stock into 1,308,372 and
22,176 shares of the Issuer's Common Stock, respectively, at an applicable
conversion price of $.48 per share. On April 14, 1999, the Opportunities Fund
converted its remaining 40 shares of Series C Preferred Stock into 859,005
shares of the Issuer's common stock at an applicable conversion price of $.4976
per share. As a result of such conversion, the Reporting Persons no longer own
any amount of Series C Preferred Stock.
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On November 1, 1998, the Special Credits Account, Trust I, Trust IIIb and the
Special Credits Limited Partnership received, respectively, an additional 4,542,
21,404, 22,162 and 26,607 shares of the Issuer's Common Stock in connection with
the Issuer's bankruptcy restructuring pursuant to a prepackaged plan of
reorganization which was declared effective on December 31, 1996 (the "Plan of
Reorganization").
Oaktree Account I purchased 20,000 shares of the Issuer's Common Stock on
August 26, 1998 in the open market using $22,656 of funds obtained from its
working capital. Oaktree Account I purchased 25,000 shares of the Issuer's
Common Stock on September 1, 1998 in the open market using $25,782.50 of funds
obtained from its working capital.
Oaktree Account I purchased 34 shares of the Issuer's 8% Series A Convertible
Preferred Stock (the "Series A Preferred Stock") on August 14, 1998 in a
privately negotiated transaction using $340,000 of funds obtained from its
working capital. Oaktree Account I purchased 190 shares of the Issuer's
Series A Preferred Stock on August 28, 1998 in a privately negotiated
transaction using $1,900,000 of funds obtained from its working capital.
Beginning July 11, 1998, holders of shares of Series A Preferred Stock have the
right at any time, subject to the Issuer's right of redemption, to convert up to
a maximum of 15% of the aggregate number of shares of Series A Preferred Stock
held by such holder into shares of the Issuer's Common Stock according to the
terms of the Issuer's Certificate of Designations of Series A Preferred Stock.
For each one month period after July 11, 1998, such holders accrue the right to
convert into Common Stock an additional 15% of the number of shares of Series A
Preferred Stock held by such holder. On September 16, 1998, Oaktree Account I
converted 92 shares of Series A Preferred Stock into 1,622,875 shares of the
Issuer's Common Stock. On January 20, 1999, Oaktree Account I converted the
remaining 132 shares of Series A Preferred Stock into 4,040,563 shares of the
Issuer's Common Stock.
The Special Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership agreed pursuant to a 8% Series B Convertible Preferred Stock
Purchase Agreement dated June 5, 1998, among the Issuer, B III Capital Partners,
L.P., Special Credits (as agent and on behalf of the Special Credits Account),
Trust I, Trust IIIb and the Special Credits Limited Partnership to acquire,
respectively, 2,025, 7,087, 10,800 and 13,838 shares of the Issuer's Series B
Preferred Stock in consideration of cancellation of, respectively, $1,620,000,
$5,670,000, $8,640,000, and $11,070,000 of indebtedness owed to such entities
pursuant to the Second Amended and Restated Loan Agreement dated August 7, 1997,
among the Issuer, and Special Credits, as agent and on behalf of the Special
Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership. On December 9, 1998 the Special Credits Account, Trust I, Trust
IIIb and the Special Credits Limited Partnership received, respectively, an
additional 2,066, 7,229, 11,016 and 14,115 shares of Series B Preferred Stock as
a dividend on such Series B Preferred Stock. On March 1, 1999, the Special
Credits Account, Trust I, Trust IIIb and the Special Credits Limited Partnership
received, respectively, an additional 41.31, 144.57, 220.32, and 282.30 shares
of Series B Preferred Stock as a dividend on such Series B Preferred Stock. On
April 1, 1999, the aforementioned funds received, respectively, an additional
42.14, 147.47, 224.73 and 287.94 shares of Series B Preferred Stock as a
dividend on such Series B Preferred Stock. Holders of shares of Series B
Preferred Stock have the right to convert such shares into shares of the
Issuer's Common Stock at any time according to the terms of the Issuer's
Certificate of Designation of 8% Series B Convertible Preferred Stock.
Accordingly, at the currently effective conversion price, the
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<PAGE>
Special Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership have the right to acquire, 859,580, 3,008,312, 4,584,420 and
5,874,000 shares of Common Stock pursuant to the conversion feature of the
shares of Series B Preferred Stock held by such entities.
The Special Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership on December 1, 1997 received, respectively, an additional 5,685,
19,898, 30,320, and 38,848 shares of the Issuer's Common Stock in connection
with the Plan of Reorganization.
The Special Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership on September 1, 1997 received, respectively, an additional 223, 781,
1,191, and 1,526 shares of the Issuer's Common Stock in connection with the
Issuer's Plan of Reorganization.
On August 6, 1997, Oaktree Account I, the Special Credits Account, Trust I,
Trust IIIb and the Special Credits Limited Partnership purchased, respectively,
500,000, 30,000, 105,000, 160,000, and 205,000 units, each consisting of one
share of the Common Stock and an immediately exercisable warrant to purchase
one-half a share of Common Stock (the "Units"). The purchase price for the
Units was $2.00 per Unit. The Units were acquired pursuant to that certain Unit
Purchase Agreement dated August 6, 1997, among the Issuer, IT Investment
Management, B III Capital Partners, L.P., Pequod Investments L.P., Oaktree, as
investment manager on behalf of Oaktree Account I, and TCW Special Credits, as
agent and on behalf of the Special Credits Limited Partnership, the Special
Credits Trusts and the Special Credits Account. Oaktree Account I, the Special
Credits Account, Trust I, Trust IIIb and the Special Credits Limited Partnership
paid, respectively, $1,000,000, $60,000, $210,000, $320,000, and $410,000 from
the working capital of such entities to acquire such Units.
In addition, on August 6, 1997, the Special Credits Account, Trust I, Trust IIIb
and the Special Credits Limited Partnership acquired, respectively (i) 120,000,
420,000, 640,000, and 820,000 warrants which became exercisable March 31, 1998
for one share of Common Stock per warrant (the "Tranche A Warrants"), and (ii)
42,000, 147,000, 224,000, and 287,000 warrants which were immediately
exercisable for one share of Common Stock per warrant (the "Tranche B Warrants",
and, together with the Tranche A Warrants and the warrant portion of the Units,
the "Warrants"). The Tranche A Warrants and the Tranche B Warrants were
received as consideration for the renewal and extension of credit pursuant to
that certain Second Amended and Restated Loan Agreement dated August 6, 1997,
between the Issuer and Special Credits, as agent and on behalf of the Special
Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership.
The Special Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership acquired 30,000, 105,000, 160,000 and 205,000 shares, respectively,
of the Issuer's Common Stock on February 20, 1997 pursuant to the Stipulation
Regarding Letter of Credit Claim and Toyota-Tsusho Claim filed with the United
States Bankruptcy Court for the Northern District of California (the "Bankruptcy
Court") on February 20, 1997 by and among Media Vision Technology Inc.
("Debtor"), the Official Unsecured Creditors' Committee and Special Credits, as
Agent and Nominee for the Special Credits Trusts, the Special Credits Limited
Partnership and the Special Credits Account (the "Stipulation") which was deemed
effective on March 20, 1995. Pursuant to a transfer of claim, Special Credits
was the holder of the secured Letter of Credit Claim (the "Letter of Credit
Claim"), as defined in Debtor's Second Amended Joint Plan of Reorganization (the
"Plan"). Pursuant to terms of the Stipulation, the Letter of Credit Claim was
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<PAGE>
allowed as a secured claim under the Plan in the total amount of $2,300,000 and
the Special Credits Entities and the Special Credits Account received 575,000
shares of New Common Stock, as defined in the Plan, based on a price of $4.00
per share. Due to the proposed issuance of new Common Stock pursuant to the
Stipulation and Plan, the Special Credits Entities (including the Special
Credits Account) increased their ownership percentage in the Issuer's Common
Stock and, as a result, the number of shares of the Issuer's new Common Stock
actually issued pursuant to the Stipulation, as evidenced by the stock
certificates dated May 28, 1997, increased to a total of 593,406 shares under
the terms of the Plan.
Oaktree Account I, the Special Credits Account, Trust I, Trust IIIb and the
Special Credits Limited Partnership acquired 1,580,333, 100,085, 350,300,
533,800 and 684,000 shares, respectively, of the Issuer's Common Stock on June
10, 1996 pursuant to the Common Stock Purchase Agreement dated as of February
21, 1996 (as amended) by and among the Issuer, Special Credits, as agent and on
behalf of the Special Credits Partnership, Special Credits Account and Special
Credits Trusts, and certain other purchasers, including Oaktree as the manager
of Oaktree Account I. Approximately $2,133,450, $135,115, $472,905, $720,630
and $923,400 of funds were used respectively by Oaktree Account I, the Special
Credits Account, Trust I, Trust IIIb and the Special Credits Limited Partnership
for the acquisition of such shares of the Issuer's Common Stock which was
obtained from the working capital of such accounts, trusts and limited
partnership.
The Special Credits Account, Trust I, Trust IIIb and the Special Credits Limited
Partnership acquired 150,000, 525,000, 800,000, and 1,025,000 shares,
respectively, of the Issuer's Common Stock on March 8, 1996 pursuant to the
Common Stock Purchase Agreement dated as of February 21, 1996 (as amended) by
and among the Issuer, Special Credits, as agent and on behalf of the Special
Credits Partnership, Special Credits Account and Special Credits Trusts, and
certain other purchasers. Approximately $150,000, $525,000, $800,000, and
$1,025,000 of funds were used respectively by the Special Credits Account, Trust
I, Trust IIIb and the Special Credits Limited Partnership for the acquisition of
such shares of the Issuer's Common Stock which was obtained from the working
capital of such accounts, trusts and limited partnership.
ITEM 4. PURPOSE OF TRANSACTION
The shares of the Issuer's Common Stock, the Warrants, the Units, the Series B
Preferred Stock, the Series A Preferred Stock and the Series C Preferred Stock
described herein were acquired for investment purposes and for the purposes
described herein. Based on continuing evaluation of the Issuer's businesses and
prospects, alternative investment opportunities and all other factors deemed
relevant in determining whether additional shares of the Issuer's Common Stock
will be acquired, additional shares of Common Stock may be acquired in the open
market or in privately negotiated transactions, or some or all of the shares of
the Issuer's Common Stock may be sold. Because the Special Credits Limited
Partnership, the Special Credits Trust, Trust IIIb, Oaktree Account I and the
Opportunities Fund own 21.14%, 10.62%, 14.99%, 12.08% and 27.86%, respectively,
of the Issuer's Common Stock, they may be deemed, either individually or in the
aggregate, to have control of the Issuer. Except as set forth elsewhere in this
Schedule 13D, Special Credits, the other TCW Related Entities, Oaktree, the
Oaktree Accounts and the Opportunities Fund have made no proposals and have
entered into no agreements, other than the Registration Rights Agreement by and
among the Issuer and Special Credits dated as of December 30, 1994, and amended
as of February 21, 1996, June 10, 1996, August 8, 1997 and June 5, 1998
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described below in Item 6, which would be related to or would result in any of
the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of
their ongoing review of investment alternatives, Special Credits, the other TCW
Related Entities, Oaktree, the Oaktree Accounts and the Opportunities Fund may
consider such matters in the future and, subject to applicable laws, may
formulate a plan with respect to such matters subject to applicable law, and,
from time to time, Special Credits, such other TCW Related Entities, the Oaktree
Accounts, the Opportunities Fund or Oaktree may hold discussions with or make
formal proposals to management or the Board of Directors of the Issuer, other
stockholders of the Issuer or other third parties regarding such matters.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, Special Credits Limited Partnership
beneficially owns 13,699,481 shares of Common Stock of the Issuer (approximately
18.67% of the Issuer's shares of Common Stock), 6,615,981 of which are issued
and outstanding and 7,853,500 of which the Special Credits Limited Partnership
has the right to acquire within 60 days following the date hereof pursuant to
the exercise of the Warrants and the conversion of the Series B Preferred Stock;
and Special Credits, as the general partner of the Special Credits Limited
Partnership, and as the investment manager of the Special Credits Account may be
deemed to beneficially own 15,738,642 (13,699,481 shares of the Issuer's Common
Stock in the Special Credits Limited Partnership plus 2,038,981 shares of the
Issuer's Common Stock in the Special Credits Account) shares of Common Stock of
the Issuer (approximately 21.14% of the Issuer's shares of Common Stock),
7,618,382 of which are issued and outstanding and 8,120,260 of which Special
Credits has the right to acquire within 60 days following the date hereof
pursuant to the exercise of the Warrants and the conversion of the Series B
Preferred Stock.
As of the date of this Schedule 13D, Trust I beneficially owns 7,428,975 shares
of Common Stock of the Issuer (approximately 10.62% of the Issuer's shares of
Common Stock), 3,801,163 of which are issued and outstanding and 3,627,812 of
which Trust I has the right to acquire within 60 days following the date hereof
pursuant to the exercise of the Warrants and the conversion of the Series B
Preferred Stock; and Trust IIIb beneficially owns 10,767,239 shares of Common
Stock of the Issuer (approximately 14.99% of the Issuer's shares of Common
Stock), 5,238,819 of which are issued and outstanding and 5,528,420 of which
Trust IIIb has the right to acquire within 60 days following the date hereof
pursuant to the exercise of the Warrants and the conversion of the Series B
Preferred Stock. TCW, as the trustee of the Special Credits Trusts may be
deemed to beneficially own 18,196,214 shares of Common Stock of the Issuer
(approximately 24.11% of the Issuer's shares of Common Stock), 9,039,982 of
which are issued and outstanding and 9,156,232 of which TCW has the right to
acquire within 60 days following the date hereof pursuant to the exercise of the
Warrants and the conversion of the Series B Preferred Stock.
TAMCO, as the managing partner of Special Credits may be deemed to beneficially
own the shares of the Issuer's Common Stock held by Special Credits Limited
Partnership and the Special Credits Account as set forth above, all of which
constitute 15,738,462 shares of Common Stock of the Issuer (approximately 21.14%
of the Issuer's shares of Common Stock).
TCWG, as the parent corporation of TCW and TAMCO (as set forth above), may be
deemed to beneficially own shares of the Issuer's Common Stock deemed to be
owned by the other TCW
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Related Entities, all of which constitutes 33,934,676 shares of the Issuer's
Common Stock (approximately 40.60% of the Issuer's shares of Common Stock).
TCWG, TCW and TAMCO each disclaims beneficial ownership of the shares of the
Issuer's Common Stock reported herein and the filing of this Statement shall not
be construed as an admission that any such entity is the beneficial owner of any
securities covered by this Statement.
Mr. Day may be deemed to beneficially own shares of the Issuer's Common Stock
deemed to be owned by the other TCW Related Entities (as set forth above), all
of which constitute 33,934,676 shares of the Issuer's Common Stock
(approximately 40.60% of the Issuer's shares of Common Stock). Mr. Day
disclaims beneficial ownership of the Issuer's Common Stock reported herein and
the filing of this Statement shall not be construed as an admission that Mr. Day
is the beneficial owner of any securities covered by this Statement.
Oaktree Account I beneficially owns 8,038,771 shares of Common Stock of the
Issuer (approximately 12.08% of the Issuer's shares of Common Stock), 7,788,771
of which are issued and outstanding and 250,000 of which Oaktree Account I has
the right to acquire within 60 days following the date hereof pursuant to the
exercise of the Warrants.
Oaktree Account II beneficially owns 196,043 shares of Common Stock of the
Issuer (approximately 0.30% of the Issuer's shares of Common Stock) 163,725 of
which are issued and outstanding and 32,318 of which Oaktree Account II has the
right to acquire within 60 days following the date hereof pursuant to the
exercise of the Warrants and the conversion of the Series B Preferred Stock.
The Opportunities Fund beneficially owns 19,360,976 shares of Common Stock of
the Issuer (approximately 27.86% of the Issuer's shares of Common Stock) of
which 16,180,674 are issued and outstanding and 3,180,302 of which the
Opportunities Fund has the right to acquire within 60 days following the date
hereof pursuant to the exercise of the Warrants and the conversion of the Series
B Preferred Stock.
Oaktree, as investment manager of the Oaktree Accounts and general partner of
the Opportunities Fund, may be deemed to be beneficially own 27,595,790 shares
of Common Stock of the Issuer (approximately 39.55% of the Issuer's shares of
Common Stock), 24,133,170 of which are issued and outstanding and 3,462,620 of
which Oaktree has the right to acquire within 60 days following the date hereof
pursuant to the exercise of the Warrants and the conversion of the Series B
Preferred Stock.
(b) Special Credits, as the sole general partner of the Special Credits
Limited Partnership, has discretionary authority and control over all of the
assets of the Special Credits Limited Partnership pursuant to the limited
partnership agreement for such limited partnership including the power to vote
and dispose of the Issuer's Common Stock held by the Special Credits Limited
Partnership. In addition, Special Credits, as the investment manager of the
Special Credits Account has the discretionary authority and control over all of
the assets of such account pursuant to the investment management agreement
relating to such account including the power to vote and dispose of the Issuer's
Common Stock held in the name of the Special Credits Account. Therefore,
Special Credits has the power to vote and dispose of 15,738,462 shares of the
Issuer's Common Stock.
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TAMCO, as the managing general partner of Special Credits also has the power to
vote and dispose of the shares of the Issuer's Common Stock held by Special
Credits referenced above. Therefore, TAMCO has the power to vote and dispose of
15,738,462 shares of the Issuer's Common Stock.
TCW, as the trustee of the Special Credits Trusts, has discretionary authority
and control over all the assets of the Special Credits Trusts pursuant to the
trust agreement for such trust including the power to vote and dispose of the
Issuer's Common Stock held by the Special Credits Trusts. Therefore, TCW has
the power to vote and dispose of 18,196,214 shares of the Issuer's Common Stock.
TCWG, as the parent of TCW and TAMCO, may be deemed to have the power to vote
and dispose of the shares of the Issuer's Common Stock that the other TCW
Related Entities have power to vote and dispose, all of which constitutes
33,934,676 shares of the Issuer's Common Stock.
Oaktree, as the investment manager of the Oaktree Accounts, has discretionary
authority and control over all of the assets of such account pursuant to the
investment management agreements relating to such accounts, including the power
to vote and dispose of the Issuer's Common Stock held in the name of the Oaktree
Accounts. Oaktree, as the general partner of the Opportunities Fund, also has
the power to vote and dispose of the shares of the Issuer's Common Stock held by
the Opportunities Fund. Therefore, Oaktree has the power to vote and dispose of
27,595,790 shares of the Issuer's Common Stock.
(c) Except for the purchases by the Special Credits Account, the Special
Credits Trusts and the Special Credits Partnership described herein, none of the
TCW Related Entities, and to the best of their knowledge, none of their
respective executive officers, directors, or general partners has effected
transactions involving the issuer's Common Stock during the last 60 days.
Except for the purchases by the Oaktree Accounts and the Opportunities Fund
described herein, neither Oaktree, nor, to the best of its knowledge, any of its
executive officers or members, have effected transactions involving the Issuer's
Common Stock during the last 60 days. The TCW Related Entities, Oaktree and
each of the individuals listed in Item 2 disclaim beneficial ownership of the
shares of the Issuer's Common Stock reported herein (except for the shares owned
directly by such individuals) and the filing of this Statement shall not be
construed as an admission that any such person is the beneficial owner of any
securities covered by this Statement.
(d) None
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Certain of the Reporting Persons have agreed to act as Standby Purchasers in
connection with the Rights Offering as more fully described above. The Reporting
Persons also currently intend to convert all of their shares of the Issuer's
Series B Preferred Stock held by them in connection with the Issuer's proposed
recapitalization as more fully described above.
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Special Credits, as general partner of the Special Credits Limited Partnership,
receives a fee for managing all the assets of the Special Credits Limited
Partnership. In addition, Special Credits, as investment manager of the Special
Credits Account, receives a management fee for managing the assets of the
Special Credits Account. The Special Credits Limited Partnership and the
Special Credits Account have similar investment strategies of investing in
financially distressed entities; however, the implementation of these strategies
may differ from partnership to account and account to account.
TCW, as trustee of the Special Credits Trusts, receives a management fee for
managing all the assets of the Special Credits Trusts. The Special Credits
Trusts each have an investment strategy similar to the Special Credits Limited
Partnership and Special Credits Account in investing in financially distressed
entities. However, the implementation of this strategy may differ from entity
to entity and account to account.
Oaktree, as investment manager of the Oaktree Accounts and general partner of
the Opportunities Fund, receives a management fee for managing the assets of the
Oaktree Accounts and the Opportunities Fund, earns an incentive fee from the
Oaktree Accounts and has a carried interest in the Opportunities Fund. The
Oaktree Accounts and the Opportunities Fund have an investment strategy of
investing in financially distressed entities. The implementation of that
strategy may differ from the implementation of similar strategies by the Special
Credits Entities and the Special Credits Account.
Except to the extent the securities referred to in this Statement constitute
assets of the Special Credits Entities, the Special Credits Account, the Oaktree
Accounts and the Opportunities Fund and except as provided in the Registration
Rights Agreement among the Issuer and Special Credits, as agent and on behalf of
the Special Credits Partnership, Special Credits Account and Special Credits
Trusts, by TAMCO, its managing general partner dated as of December 30, 1994 and
amended by and among the (i) Issuer, (ii) Special Credits, as agent and on
behalf of the Special Credits Partnership, Special Credits Account and Special
Credits Trusts, by TAMCO, its managing general partner, (iii) The Copernicus
Fund, L.P. by DDJ Capital Management, LLC, its general partner and (iv) The
Galileo Fund, L.P. by DDJ Capital Management, LLC, its general partner as of
February 21, 1996 and as further amended June 10, 1996, August 6, 1997 and
June 5, 1998 providing that the Special Credits Entities, the Special Credits
Account and Oaktree Account I have demand registration rights, "piggy-back"
registration rights and shelf registration rights with respect to all of the
shares of the Issuer's Common Stock currently held by such entities; the Common
Stock Purchase Agreement dated as of February 21, 1996 (as amended) as more
fully described in Item 3 above; the Unit Purchase Agreement dated August 6,
1997 as more fully described in Item 3 above and the 8% Series B Convertible
Preferred Stock Purchase Agreement dated June 5, 1998 as more fully described in
Item 3 above, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2, or, to the
best of the TCW Related Entities' and Oaktree's knowledge, their respective
executive officers, directors or general partners, or between such persons and
any other person with respect to any securities of the Issuer.
ITEM 6. MATERIAL TO BE FILED AS EXHIBITS
The following is filed herewith as an Exhibit to this Schedule 13D:
-25-
<PAGE>
Exhibit 1 -- A written agreement relating to the filing of the joint
acquisition statement as required by Rule 13d-1(k)(1) under the Securities Act
of 1934, as amended.
-26-
<PAGE>
SIGNATURE
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 20th day of April, 1999.
THE TCW GROUP, INC.
By: /s/ Susan Marsch
- --------------------------------------
Susan Marsch, Authorized Signatory
TRUST COMPANY OF THE WEST
By: /s/ Kenneth Liang
- ---------------------------------------
Kenneth Liang, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
By: /s/ Kenneth Liang
- ------------------------------------------------
Kenneth Liang, Authorized Signatory
TCW SPECIAL CREDITS
By: /s/ Kenneth Liang
- ------------------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits
TCW SPECIAL CREDITS FUND IIIb
By: /s/ Kenneth Liang
- -------------------------------------------------
Kenneth Liang, Authorized Signatory
of TCW Asset Management Company, the Managing
General Partner of TCW Special Credits, the
General Partner of TCW Special Credits Fund IIIb
-27-
<PAGE>
TCW SPECIAL CREDITS TRUST
By: /s/ Kenneth Liang
- -------------------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIB
By: /s/ Kenneth Liang
- -------------------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust IIIb
ROBERT A. DAY
By: /s/ Susan Marsch
- -------------------------------------------------
Susan Marsch
Under Power of Attorney dated March 31, 1999, on file with
Schedule 13G for Hibbett Sporting Goods, Inc., dated April 9, 1999
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
- -------------------------------------------------
Kenneth Liang
Managing Director
General Counsel
WEYERHAEUSER COMPANY MASTER RETIREMENT TRUST
By: Oaktree Capital Management, LLC
its Investment Manager
By: /s/ Kenneth Liang
- -------------------------------------------------
Kenneth Liang
Managing Director
General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: Oaktree Capital Management, LLC
its General Partner
-28-
<PAGE>
By: /s/ Kenneth Liang
- ------------------------------------
Kenneth Liang
Managing Director
General Counsel
-29-
<PAGE>
SCHEDULE I
BOARD OF DIRECTORS
OF
TCW GROUP, INC.
All of the following individuals are directors of TCW Group, Inc. Each director
is a citizen of the United States of America unless otherwise specified below:
JOHN M. BRYAN
- -------------
Partner
Bryan & Edwards
600 Montgomery St., 35th Floor
San Francisco, CA 94111
ROBERT A. DAY
- -------------
Chairman of the Board,
Chairman and Chief Executive Officer
Trust Company of the West
200 Park Avenue, Suite 2200
New York, New York 10166
DAMON P. DE LASZLO, ESQ.
- ------------------------
Managing Director of Harwin
Engineers S.A., Chairman & D.P.
Advisers Holdings Limited
Byron's Chambers
A2 Albany, Piccadilly
London W1V 9RD - England
(Citizen of United Kingdom)
WILLIAM C. EDWARDS
- ------------------
Partner - Bryan & Edwards
3000 Sand Hill Road, Suite 190
Menlo Park, CA 94025
ERNEST O. ELLISON
- -----------------
Vice Chairman
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, California 90017
HAROLD R. FRANK
- ---------------
Chairman of the Board
Applied Magnetics Corporation
75 Robin Hill Rd.
Goleta, CA 93017
CARLA A. HILLS
- --------------
1200 19th Street, N.W.
5th Floor
Washington, DC 20036
-30-
<PAGE>
DR. HENRY A. KISSINGER
- ----------------------
Chairman
Kissinger Associates, Inc.
350 Park Ave., 26th Floor
New York, NY 10022
THOMAS E. LARKIN, JR.
- ---------------------
President
Trust Company of the West
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
KENNETH L. LAY
- --------------
Enron Corp.
1400 Smith Street
Houston, TX 77002-7369
MICHAEL T. MASIN, ESQ.
- ----------------------
Vice Chairman
GTE Corporation
One Stamford Forum
Stamford, CT 06904
EDFRED L. SHANNON, JR.
- ----------------------
Investor/Rancher
1000 S. Fremont Ave.
Alhambra, CA 91804
ROBERT G. SIMS
- --------------
Private Investor
11828 Rancho Bernardo, Box 1236
San Diego, CA 92128
MARC I. STERN
- -------------
President
The TCW Group, Inc.
865 South Figueroa St., Suite 1800
Los Angeles, CA 90017
-31-
<PAGE>
Exhibit 1
Joint Filing Agreement
Each of the undersigned acknowledges and agrees that the foregoing statement on
Schedule 13D is filed on behalf of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of the
undersigned without the necessity of filing additional joint acquisition
statements. Each of the undersigned acknowledges that it shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated as of this 20th day of April, 1999.
THE TCW GROUP, INC.
By: /s/ Susan Marsch
- --------------------------------------------
Susan Marsch, Authorized Signatory
TRUST COMPANY OF THE WEST
By: /s/ Kenneth Liang
- ---------------------------------------------
Kenneth Liang, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
By: /s/ Kenneth Liang
- ---------------------------------------------
Kenneth Liang, Authorized Signatory
TCW SPECIAL CREDITS
By: /s/ Kenneth Liang
- ---------------------------------------------
Kenneth Liang, Authorized Signatory of
TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits
-1-
<PAGE>
TCW SPECIAL CREDITS FUND IIIb
By: /s/ Kenneth Liang
- ---------------------------------------------
Kenneth Liang, Authorized Signatory
of TCW Asset Management Company, the Managing
General Partner of TCW Special Credits, the
General Partner of TCW Special Credits Fund IIIb
TCW SPECIAL CREDITS TRUST
By: /s/ Kenneth Liang
- ---------------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
By: /s/ Kenneth Liang
- --------------------------------------------
Kenneth Liang, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust IIIb
ROBERT A. DAY
By: /s/ Susan Marsch
- -----------------------------------------------
Susan Marsch
Under Power of Attorney dated March 31, 1999, on file with
Schedule 13G for Hibbett Sporting Goods, Inc., dated April 9, 1999
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ Kenneth Liang
- ------------------------------------------------
Kenneth Liang
Managing Director
General Counsel
-2-
<PAGE>
WEYERHAEUSER COMPANY MASTER RETIREMENT TRUST
By: Oaktree Capital Management, LLC
its Investment Manager
By: /s/ Kenneth Liang
- ---------------------------------------------
Kenneth Liang
Managing Director
General Counsel
OCM OPPORTUNITIES FUND II, L.P.
By: Oaktree Capital Management, LLC
its General Partner
By: /s/ Kenneth Liang
- ---------------------------------------------
Kenneth Liang
Managing Director
General Counsel
-3-
