UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 02181
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
June 5, 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 17 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 2 OF 17 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 10,277,076
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,277,076
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,277,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 3 OF 17 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)
6.7%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 4 OF 17 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)
2.7%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 5 OF 17 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)
9.4%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 6 OF 17 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)
4.8%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 7 OF 17 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)
4.8%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 8 OF 17 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 17 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 3,825,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,825,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,825,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 10 OF 17 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 3,825,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,825,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,825,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 11 OF 17 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") 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. 1"), Amendment No. 2
dated June 10, 1996 ("Amendment No. 2"), Amendment No. 3 dated August 5, 1997
("Amendment No. 3") and Amendment No. 4 dated August 5, 1997 ("Amendment No. 4")
(collectively, "Amendment Nos. 1-4") 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. 5 amends the
Schedule 13D and Amendment Nos. 1-4 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. 1-4.
This filing of this Amendment No. 5 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. 5 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 2. IDENTITY AND BACKGROUND:
Item 2 is deleted in its entirety and amended as set forth below.
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, DDJ Overseas Corporation., a
Cayman Islands corporation, The Galileo Fund, L.P., a Delaware limited
partnership, DDJ Galileo, LLC, a Massachusetts limited liability company, Kepler
Overseas Corp., a Cayman Islands corporation, The Copernicus Fund, L.P., a
Delaware limited partnership, DDJ Copernicus, LLC, a Massachusetts limited
liability company, DDJ Capital III, LLC, a Delaware limited liability company, B
III Capital Partners, L.P., a Delaware limited partnership and Kepler Overseas
Corp., a Cayman Islands corporation. 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
Capital III, LLC is the general partner of, and DDJ is the investment manager
for B III Capital Partners, L.P. DDJ is also the investment manager for Kepler
Overseas Corp.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 12 OF 17 PAGES
The Shares described herein are owned by one or more of The Copernicus
Fund, L.P., DDJ Overseas Corporation, The Galileo Fund, L.P., Kepler Overseas
Corp. and B III Capital Partners, L.P. (jointly, the "Funds"). 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), Harbour Centre, 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 directors 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.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is deleted in its entirety and amended as set forth below.
On June 5, 1998, B III exchanged its interest in a $4.5 million loan to
Aureal Semiconductor for 5,625 shares of 8% Series B Convertible Preferred Stock
("Series B Stock") with an initial liquidation preference of $5,625,000.
Pursuant to the terms 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, subject to adjustment. The Series B Stock will be
automatically converted into common stock on the fifth anniversary of the issue
date. The 8% dividend rate may be paid in cash or in additional shares of
Series B Stock. Accordingly, as of such exchange, B III may be deemed to be
beneficially own an additional 2,250,000 Shares.
On August 6, 1997, B III Capital Partners, L.P. ("B III") purchased 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
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 13 OF 17 PAGES
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, subject to
certain adjustments. Accordingly, B III may be deemed to beneficially own an
additional 825,000 Shares (assuming conversion of the warrants).
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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Item 5 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 2.7% 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 4.8% 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 6.7%
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. owns and DDJ
Capital III, LLC and DDJ beneficially own as general partner and investment
manager, respectively, of B III Capital Partners, L.P. 3,825,000 Shares
(assuming exercise of warrants and conversion of Series B Stock, see Item 3
above), or approximately 8.5% of the outstanding Shares of the Company. Daniel
G. Harmetz, a Member
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 14 OF 17 PAGES
of DDJ, DDJ Galileo, LLC and DDJ Copernicus, LLC beneficially owns 22,500 Shares
representing .0% of the Company. DDJ, as investment manager to the Funds may be
deemed to beneficially own 10,277,076 Shares, or approximately 22.8% of the
outstanding Shares of the Company.
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
(c) Except as set forth in Item 3, 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 effected any transaction in the
Shares during the past sixty days.
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. 5, 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.
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 B Stock
under the Securities Act of 1933, as amended.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 15 OF 17 PAGES
On June 5, 1998, B III purchased 500 shares of Series C Preferred Stock
("Series C Stock") at a purchase price of $10,000 a 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 will be entitled to convert, subject to certain restrictions, any or all
of its Series C Stock on or after the date that is four months after the last
date any such Series C Preferred Stock is sold (which date may be no later than
July 10, 1998). The Series C Stock is convertible into that number of Shares
equal to the initial purchase price plus accretion (at a rate of 8% per annum)
divided by the lower of $2.50 or a "Variable Conversion Price" (based on a
discount from market). The number of Shares reported herein does not include
such Shares that may be obtained upon conversion of the Series C Stock (as such
Shares may not be obtained within 60 days from the date hereof). The Company
and B III have entered into 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 obtained upon conversion of the Series C 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:
None.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 16 OF 17 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/__Judy K. Mencher__
Judy K. Mencher
Member
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 17 OF 17 PAGES
SCHEDULE A
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181, except that the principal
address of DDJ Overseas Corporation, Kepler Overseas Corp., Mr. Austin and Mr.
Hunter is set forth in Item 2. Mr. Harmetz, Mr. Breazzano and Ms. Mencher are
U. S. citizens. Mr. Austin and Mr. Hunter are Cayman Islands citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC
and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation and Director of Kepler Overseas Corp.
Michael Austin Director of DDJ Overseas Corporation, Director of Kepler
Overseas Corp.; Corporate Director
Dennis Hunter Director of Kepler Overseas Corporation; Managing Director
of Queensgate Bank
