SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ) (1)
AMERICAN UNITED GLOBAL, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
030344105
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(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 5, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
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(1) 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 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. 030344105 Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 655,756
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 655,756
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,756
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.49%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 3 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-0151108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 76,650
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 76,650
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.99%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 4 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Galileo Fund, L.P.
04-3258283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 526,641
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 526,641
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,641
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.82%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 5 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 603,291
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 603,291
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,291
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.81%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 6 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 18,850
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 18,850
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.24%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 7 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 18,850
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 18,850
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.24%
14 TYPE OF REPORTING PERSON *
00
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 8 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
SEE ITEM #5 (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 16,807
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 16,807
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,809
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.22%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 9 of 13 Pages
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Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par value
per share (the "Shares") of American United Global, Inc. (the "Company"). The
principal executive offices of the Company are located at 11130 NE 33rd Place,
Suite 250, Bellevue, Washington 98004.
Item 2. Identity and Background.
This statement is being filed jointly by DDJ Capital Management, LLC
("DDJ"), a Massachusetts limited liability company, DDJ Overseas Corp., a Cayman
Islands corporation, DDJ Galileo, LLC, a Massachusetts limited liability
company, The Galileo Fund, L.P., a Delaware limited partnership, Kepler Overseas
Corp., a Cayman Islands corporation, The Copernicus Fund, L.P., a Massachusetts
limited partnership, and DDJ Copernicus, LLC, a Massachusetts limited liability
company. Each of the aforementioned entities shall be collectively referred to
as the "DDJ Affiliates." DDJ Copernicus, LLC is the general partner of, and DDJ
is the investment manager for, The Copernicus Fund, L.P.; DDJ Galileo, LLC owns
all of the voting securities of and DDJ is the investment manager for DDJ
Overseas Corp. DDJ Galileo, LLC is the general partner of, and DDJ is the
investment manager for, The Galileo Fund, L.P. DDJ is also the investment
manager for Kepler Overseas Corp. and Crocodile I, LLC., a Cayman Islands
limited liability company (the "Advisory Account").
The Shares described herein are owned by one or more of The Copernicus
Fund, L.P., The Galileo Fund, L.P., Kepler Overseas Corp., DDJ Overseas Corp.
(jointly, the "Funds") and/or the Advisory Account. The principal office of each
of DDJ and the DDJ Affiliates, with the exception of DDJ Overseas Corp., and
Kepler Overseas Corp., are located at 141 Linden Street, Suite 4, Wellesley,
Massachusetts 02181. The principal office of DDJ Overseas Corp. and Kepler
Overseas Corp. is: c/o Goldman Sachs (Cayman), Harbor Center, 2nd Floor, George
Town, Post Office Box 896, Grand Cayman Islands.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and members of DDJ
and each of the DDJ Affiliates are set forth on Schedule A hereto.
Within the past five years, none of DDJ or the DDJ Affiliates named in
this Item 2 or persons listed on Schedule A has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to any civil proceeding and as a result thereof was or is subject to any
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violations with respect to such laws.
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 10 of 13 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The Funds and Advisory Account which own or owned Shares purchased in the
aggregate 655,756 shares (which number assumes conversion of 120,000 Shares of
Series B-2 Convertible Preferred Stock (the "Preferred Stock"), par value $0.01
per share, into 427,941 Shares and exercise of 105,000 Warrants to purchase
Shares (the "Warrants")(2)) for cash in the amount of approximately
$12,781,691.60 (assuming exercise of the warrants at the exercise price of
$8.5772 per share)(2) including brokerage commissions. All of the 18,850 Shares
of common stock owned by The Copernicus Fund, L.P. were purchased for cash or on
margin pursuant to a typical customer margin agreement with Goldman Sachs & Co.;
all of the 76,650 Shares now owned by DDJ Overseas Corp. were purchased for
cash or on margin pursuant to a typical customer margin agreement with Goldman
Sachs & Co.; all of the 112,800 shares of Preferred Stock and the 98,700
Warrants owned by The Galileo Fund, L.P., were purchased for cash; all of the
3,600 Shares of Preferred Stock and the 3,150 Warrants owned by Kepler Overseas
Corporation were purchased for cash or on margin pursuant to a typical customer
margin agreement with Goldman Sachs & Co.; and all of the 3,600 Shares of
Preferred Stock and the 3,150 Warrants owned by the Advisory Account were
purchased for cash or on margin pursuant to a typical customer margin agreement
with Goldman Sachs & Co.
Item 4. Purpose of Transaction.
The Shares were purchased in order to acquire an equity interest in
the Company in pursuit of specified investment objectives established by the
investors in the Funds. The DDJ Affiliates may continue to have the Funds
purchase Shares subject to a number of factors, including, among others, the
availability of Shares for sale at what they consider to be reasonable prices
and other investment opportunities that may be available to the Funds.
The DDJ Affiliates intend to review continuously the equity position
of the Funds in the Company. Depending upon future evaluations of the business
prospects of the Company and upon other developments, including, but not limited
to, general economic and business conditions and money market and stock market
conditions, the DDJ Affiliates may determine to cease making additional
purchases of Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or a portion of
the Shares.
None of the DDJ Affiliates has any present plan or proposal which
relates to or would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale or transfer of a material
amount of assets of or involving the Company or any of its subsidiaries, (ii)
any change in the Company's present board of directors or management, (iii) any
material changes in the Company's present capitalization or dividend policy or
any other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or bylaws, (v) the Company's Shares becoming
eligible for termination of their registration pursuant to Section 12(g)(4) of
the 1934 Act, or (vi) any similar action.
Item 5. Interest in Securities of Issuer.
(a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ beneficially
own as majority shareholder and investment manager, respectively, of DDJ
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(1) Pursuant to the terms of the Preferred Stock, 34% of the Preferred Stock
held by the Funds and/or Advisory Account become convertible at the option of
the holder on March 9, 1997; 67% on April 8, 1997 and 100% on May 8, 1997. The
number of shares reported herein represents all Shares into which all Preferred
Stock may be converted over time. The number of shares reported herein is based
on the conversion price on February 5, 1997. The conversion price is determined
the day of conversion by a formula that depends on the average daily closing bid
price of the Shares for the ten trading days preceding such conversion.
(2) The Warrants have certain antidilution protections.
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 11 of 13 Pages
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Overseas Corp., 76,650 Shares, or approximately .99% of the outstanding Shares
of the Company. The Copernicus Fund, L.P. owns, and DDJ Copernicus, LLC and DDJ
beneficially own, as general partner and investment manager, respectively, of
The Copernicus Fund, L.P., 18,850 Shares, or approximately .24% of the
outstanding Shares of the Company. The Galileo Fund, L.P. owns, and DDJ Galileo,
LLC and DDJ beneficially own as the general partner and investment manager,
respectively, of The Galileo Fund, L.P., 526,641 Shares (assuming conversion of
all of its Preferred Stock and exercise of its Warrants, See Item 3) or
approximately 6.82% of the Company. Kepler Overseas Corp. owns, and DDJ, as
investment manager for Kepler Overseas Corp. beneficially owns, 18,850 Shares
(assuming conversion of all of its Preferred Stock and exercise of its Warrants,
See Item 3) Shares or approximately .24% of the Company. DDJ, as investment
manager to the Funds and the Advisory Account may be deemed to beneficially own
655,756 Shares (assuming conversion of all Preferred Stock and exercise of
Warrants as described in Item 3), or approximately 8.49% of the outstanding
Shares of the Company. Neither DDJ nor any of the DDJ Affiliates and, to the
best knowledge of DDJ and the DDJ Affiliates, none of the persons named in
Schedule A, beneficially own any other Shares.
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
(c) During the period from December 7, 1996, to the date hereof, the
Funds and Advisory Account have purchased 120 shares of Preferred Stock and
105,000 Warrants to purchase Shares. Except as set forth on the attached
Schedule B, none of the DDJ Affiliates, and, to the best knowledge of the DDJ
Affiliates, none of the persons named in Schedule A hereto, have effected any
transaction in the Shares during the past sixty days.
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 12 of 13 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Except as otherwise described herein, none of the DDJ Affiliates and,
to the best knowledge of the DDJ Affiliates, none of the persons named in
Schedule A hereto have any contract, arrangement, understanding or relationship
with any person with respect to any securities of the Company, including
respecting voting or transfer of Company securities or joint venture, finder's
fee or the like.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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.
DDJ CAPITAL MANAGEMENT, LLC
BY: /s/ Judy K. Mencher
______________________________
Judy K. Mencher
Member
Date:
______________________________
<PAGE>
SCHEDULE 13D
CUSIP No. 030344105 Page 13 of 13 Pages
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SCHEDULE B
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American United Global, Inc.
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Set forth below is an itemization of all purchases and sales of Shares
since December 23, 1996. The transactions were made for cash in open market
transactions.
TYPE - PURCHASE
DATE OR SALE WARRANTS PRICE*
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1/6/97 Purchase 105,000 $901,656
* Assumes exercise of Warrants at $8.5772 per Share plus purchase price of
Warrant.
TYPE - PURCHASE PREFERRED
DATE OR SALE STOCK PRICE**
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1/6/97 Purchase 120,000 $3,000,000
** See Footnote (1) to Item 3.
