UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Aureal Semiconductor Inc.
f/k/a Media Vision Technology Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.50 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
051917102
---------------------------------------------------
(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
August 26, 1998
- --------------------------------------------------------------------------------
(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 [ ].
(Continued on following pages)
(Page 1 of 15 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 2 OF 15 PAGES
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*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 12,443,362
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,443,362
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,443,362
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 3 OF 15 PAGES
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*
SEE ITEM #5 (a) [ X ]
(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 3,037,083
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,037,083
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,037,083
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 4 OF 15 PAGES
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*
SEE ITEM #5 (a) [ X ]
(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 1,201,356
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,201,356
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 5 OF 15 PAGES
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*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 4,238,439
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,238,439
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,238,439
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 6 OF 15 PAGES
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*
SEE ITEM #5 (a) [ X ]
(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 2,153,807
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,153,807
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,153,807
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 7 OF 15 PAGES
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*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 2,153,807
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,153,807
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,153,807
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 8 OF 15 PAGES
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*
SEE ITEM #5 (a) [ X ]
(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 59,830
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 59,830
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 9 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(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 5,991,286
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,991,286
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,991,286
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 10 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 5,991,286
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,991,286
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,991,286
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 11 OF 15 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 6 to Schedule 13D ("Amendment No. 6") should be read in
conjunction with the Schedule 13D (the "Schedule 13D"), dated March 11, 1996,
the Amendment No. 1 dated April 18, 1997, Amendment No. 2 dated June 10, 1996,
Amendment No. 3 dated August 5, 1997, Amendment No. 4 dated August 5, 1997 and
Amendment No. 5 dated June 5, 1998 (collectively, "Amendment Nos. 1-5") each as
filed with the Securities and Exchange Commission by DDJ Capital Management,
LLC, a Massachusetts limited liability company, and certain affiliates. This
Amendment No. 6 amends the Schedule 13D and Amendment Nos. 1-5 only with respect
to those items listed below. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto on the Schedule 13D, Amendment Nos. 1-
5.
This filing of this Amendment No. 6 is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This Amendment No. 6 relates to shares of the common stock , par value of
$0.50 per share, (the "Shares") of Aureal Semiconductor, Inc., a Delaware
corporation, (the "Company"). The principal executive offices of the Company
are located at 4245 Technology Drive, Fremont, California 94538.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is deleted in its entirety and amended as set forth below.
On August 6, 1997, B III Capital Partners, L.P. ("B III") purchased for
cash in a private placement 750,000 "Units" of the Issuer. The purchase price
per Unit was $2.00. Each Unit included (1) Share of Common Stock of the Issuer
and (1) warrant to purchase one-half (0.5) of a Share of Common Stock of the
Issuer, for an aggregate of 750,000 Shares of Common Stock of the Issuer and
warrants to purchase 375,000 Shares of Common Stock of the Issuer. In addition,
on August 6, 1997, B III purchased an interest in a Note issued by the Issuer
and, in connection therewith, received warrants to purchase 450,000 Shares of
Common Stock of the Issuer. Each of the warrants described above is immediately
exercisable at an exercise price of $2.00 per share. Accordingly, as a result
of ownership of such warrants,
B III may be deemed to beneficially own an additional 825,000 Shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 12 OF 15 PAGES
On June 5, 1998, B III purchased 500 shares of Series C Preferred Stock
("Series C Stock") for cash at a purchase price of $10,000 per share from the
Company pursuant to a private placement. Pursuant to the terms of the
Certificate of Designation of Series C Preferred Stock of the Company, the
holder of the Series C Stock is entitled to convert, subject to certain
restrictions, any or all of its Series C Stock on or after October 26, 1998.
The Series C Stock outstanding on October 26, 2001 will either automatically
convert or be redeemed at the option of the Company. The Series C Stock is
convertible into that number of Shares equal to the initial purchase price plus
an accrued amount at 8% per annum divided by the lower of $2.50 or a "Variable
Conversion Price" (based on a discount from market). Accordingly, B III may be
deemed to beneficially own an additional 2,000,000 Shares (based on the original
principal amount and using the fixed conversion price) plus approximately 78,027
Shares as of November 30, 1998 representing the accreted value as of such date,
assuming the fixed conversion price. Using the Variable Conversion Price as of
November 30, 1998, the Series C Preferred Stock would be convertible as of
November 30, 1998 into approximately 10,029,090 Shares.
On June 5, 1998, B III exchanged its interest in a $4.5 million loan to the
Company for 5,625 shares of 8% Series B Convertible Preferred Stock ("Series B
Stock") with an initial liquidation preference of $5,625,000. The Series B
Stock earns dividends at 8% per annum payable by the Company at its option in
cash or Series B Stock. Pursuant to the terms of the Certification of
Designation of the Series B Stock, such Series B Stock may, at the option of the
holder, be converted at any time into such number of Shares equal to the initial
liquidation preference (plus any accrued and unpaid dividends) divided by $2.50.
The Series B Stock will be automatically converted into common stock on June 5,
2003. The Company paid a dividend as of September 5, 1998 of 112.5 shares of
Series B Stock. Accordingly, B III may be deemed to be beneficially own an
additional 2,295,000 Shares plus approximately 43,259 Shares as of November 30,
1998, represent the current accrued and unpaid dividends as of such date.
The Galileo Fund, L.P. ("Galileo") and The Copernicus Fund, L.P.
("Copernicus") purchased an aggregate of 4,500,000 Shares from the Company
pursuant to private placements on March 8, 1996 and June 10, 1996 for cash in an
aggregate amount of $5,300,000.
In addition, certain of the Funds have purchased an aggregate of 1,952,076
Shares for cash in the amount of $3,725,361.16. All of 687,140 Shares 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 3,750 Shares
owned by The Galileo Fund, L.P. were purchased for cash; all of 1,201,356 Shares
owned by DDJ Overseas Corp. were purchased for cash or on margin pursuant to a
typical customer margin agreement with Goldman Sachs & Co.; and all of 59,830
Shares owned by Kepler Overseas Corp. were purchased for cash or on margin
pursuant to a typical customer margin agreement with Goldman Sachs & Co.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 13 OF 15 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Item 5 (a) is deleted in its entirety and amended as set forth below.
(a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ beneficially own
as majority shareholder and investment manager, respectively, of DDJ Overseas
Corp. 1,201,356 Shares, or approximately 2.4% 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. 2,153,807 Shares, or approximately 4.2% of the
outstanding Shares of the Company. The Galileo Fund, L.P. owns, and DDJ Galileo,
LLC and DDJ beneficially own, as general partner and investment manager,
respectively, of The Galileo Fund, L.P. 3,037,083 Shares, or approximately 6.0%
of the outstanding Shares of the Company. Kepler Overseas Corp. owns, and DDJ,
as investment manager for Kepler Overseas Corp. beneficially owns 59,830 Shares
or approximately .1% of the Company. B III Capital Partners, L.P. beneficially
owns and DDJ Capital III, LLC and DDJ beneficially own as general partner and
investment manager, respectively, of B III Capital Partners, L.P. 5,991,286
Shares (assuming exercise of warrants and conversion of Series B Stock and
Series C Stock as of November 30, 1998, at the fixed conversion price, see Item
3 above), or approximately 11.9% of the outstanding Shares of the Company.
Accordingly, DDJ, as investment manager to the Funds may be deemed to
beneficially own 12,443,362 Shares, or approximately 24.8% of the outstanding
Shares of the Company. Assuming conversion of the Series C Stock at the
Variable Conversion Price as of November 30, 1998, DDJ could be deemed to
beneficially own 20,394,425 Shares, or approximately 35.1% of the outstanding
Shares of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is deleted in its entirety and amended as set forth below.
Other than as described in this Amendment No. 6, 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 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 ventures, finder's fees or the like.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 14 OF 15 PAGES
Galileo and Copernicus are parties to Amendment Nos. 1 and 2 to
Registration Rights Agreement by and among the Company and Certain Entities and
Individuals, dated as of February 21, 1996 and June 10, 1996, respectively,
obligating the Company to register the Shares purchased from the Company on
March 8, 1996 and June 10, 1996, respectively, under the Securities Act of 1933,
as amended.
The Company and B III are parties to Amendment No. 3 to Registration Rights
Agreement by and among the Company and Certain Entities and Individuals, dated
August 6, 1997, obligating the Company to register the Shares and the Shares
underlying the warrants purchased from the Company on August 6, 1997 under the
Securities Act of 1933, as amended.
The Company and B III are parties to a Registration Rights Agreement by and
between the Company and B III, dated as of June 5, 1998, obligating the Company
to register the Shares to be received upon conversion of the Series C Stock
under the Securities Act of 1933, as amended.
The Company and B III are parties to Amendment No. 4 to Registration Rights
Agreement by and among the Company and Certain Entities and Individuals, dated
June 5, 1998, obligating the Company to register the Shares to be received upon
conversion of the Series B Stock under the Securities Act of 1933, as amended.
The Funds may from time to time own debt securities issued by the Company,
and may from time to time purchase and or sell such debt securities.
Item 7. Material to be filed as Exhibits:
Exhibit 99 (a) (1) Limited Power of Attorney for Section
16(a) and Section 13(d) Filings
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 15 OF 15 PAGES
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 / Wendy Schnipper Clayton
-------------------------------------------
Wendy Schnipper Clayton
Attorney-In-Fact*
*Limited Power of Attorney filed with the SEC on November 30, 1998.
LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) AND SECTION 13(d) FILINGS
Know all be these presents, that the undersigned hereby
constitutes and appoints Wendy Schnipper Clayton, the
undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned,
on its own behalf and in the undersigned's
capacity as a Member of DDJ Capital Management,
LLC, DDJ Copernicus, LLC and DDJ Galileo, LLC,
collectively, (the "DDJ Entities"), Forms 3, 4 and
5 and amendments thereto in accordance with
Section 16(a) of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules
thereunder, and Schedule 13D and amendments
thereto in accordance with Section 13(d) of the
Exchange Act and the rules thereunder; and
(2) Do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form
3, 4 or 5 or amendment thereto, or Schedule 13D or
amendment thereto, and timely file such form or
schedule with the United States Securities and
Exchange Commission (the "SEC") and any stock
exchange or similar authority.
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of the undersigned, is not
assuming any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact. This Power of
Attorney may be filed with the SEC as a confirming statement
of the authority granted herein.
Page 1 of 2
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 1st day of
June, 1998.
Print Name Below:
Judy K. Mencher
/s/ Judy K. Mencher
Signature
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) &
SECTION 13(d) FILINGS
Page 2 of 2
