<PAGE> 1
UNITED STATES
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. 3)*
Aureal Semiconductor Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
0519 17102
(CUSIP Number)
Kenneth Maiman, Esq.
Appaloosa Management L.P.
26 Main Street, 1st Floor
Chatham, New Jersey 07928
973-701-7000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 16, 1997
(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 Rule 13d-1(f) or 13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a singed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6)
- ----------------------------------
* 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).
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CUSIP NO. 0519 17102 PAGE 2 OF 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Management L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,630,074
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
5,630,074
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,630,074
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 3.
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CUSIP NO. 0519 17102 PAGE 3 OF 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Tepper
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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 of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,630,074
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
5,630,074
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,630,074
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14 TYPE OF REPORTING PERSON
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 3.
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Page 4 of 6
AMENDMENT NO. 3 TO ORIGINAL REPORT FILED ON SCHEDULE 13D
This Amendment No. 3 to the statement on Schedule 13D filed on August 1,
1995 and any previously filed amendments thereto (the "Schedule 13D") on behalf
of Appaloosa Management L.P. (the "Manager") and David A. Tepper ("Mr. Tepper"
and, together with the Manager, collectively, the "Reporting Persons") relates
to the shares of Common Stock, par value $0.001 per share (the "Shares"), of
Aureal Semiconductor Inc., a Delaware corporation (the "Company").
The purpose of this report is to report that since the Reporting Persons'
previous Schedule 13D filing, they have sold Shares and as a result of such
sales and an increase in the number of the Company's outstanding Shares, the
percentage of the Shares beneficially owned by the Reporting Persons as reported
in their prior Schedule 13D filing has decreased from 14.8% to 13.4%.
Item 2 is hereby amended and restated as follows:
Item 2. Identity and Background
This Amendment No. 3 to the statement on Schedule 13D is being filed by the
Reporting Persons. A copy of the Joint Filing Agreement between the Reporting
Persons is filed as Exhibit A to the Reporting Persons' previous Schedule 13D
filing.
The general partner of the Manager is Appaloosa Partners Inc., a Delaware
corporation, of which Mr. Tepper is the sole stockholder and President. The
present principal occupation or employment of Mr. Tepper is as President of
Appaloosa Partners Inc. The business address of Mr. Tepper is 26 Main Street,
1st Floor, Chatham, New Jersey 07928. Mr. Tepper is a citizen of the United
States.
The Manager is the general partner of Appaloosa Investment Limited
Partnership I, a Delaware limited partnership (the "Partnership"), and the
investment advisor to Palomino Fund Ltd. ("Palomino"). Prior to January 3, 1998,
the Manager also acted as the investment advisor to Pinto Investment Limited
Liability Company ("Pinto"), Chestnut Investors III, Inc. ("Chestnut") and
Reliance Standard Life Insurance Company ("Reliance"). The address of the
principal business and principal office of the Manager is 26 Main Street, 1st
Floor, Chatham, New Jersey 07928. The address of the principal business and
principal office of Palomino is c/o Trident Trust Company (Cayman) Ltd., 1
Capital Place, P.O. Box 847, Grand Cayman, Cayman Islands, B.V.I.
Since the Reporting Persons' last Schedule 13D filing, the shareholders of
Pinto, Reliance and Chestnut have contributed their respective Shares to the
Partnership and/or Palomino and participate as investors in the Partnership
and/or Palomino.
During the last five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in 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.
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Page 5 of 6
Item 5 is hereby amended and restated as follows:
Item 5. Interest in Securities of the Issuer
(a) This Amendment No. 3 to the Schedule 13D relates to 5,630,074 Shares
beneficially owned by the Reporting Persons, which constitute approximately
13.4% of the issued and outstanding Shares. Since the filing of Amendment No. 2
to the Schedule 13D on June 14, 1996 and as of the date hereof, through sales of
Shares, the Reporting Persons have reduced the number of Shares they
beneficially own by 122,023 Shares.
(b) The Manager has sole voting and dispositive power with respect to
5,630,074 Shares. Mr. Tepper has sole voting and dispositive power with respect
to 5,630,074 Shares.
(c) The following tables detail the transactions by Reporting Persons that
have occurred in the last sixty (60) days. All of the transactions reported
below were sales that took place in the open market.
SALES BY APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
<TABLE>
<CAPTION>
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Trade Date Shares Sold Price Per Share
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<S> <C> <C>
4/2/98 2,500 $2.3875
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4/3/98 2,500 $2.4500
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4/7/98 5,000 $2.4600
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4/8/98 2,500 $2.4600
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4/9/98 2,500 $2.9600
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4/20/98 2,500 $2.7725
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4/29/98 2,500 $2.3975
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</TABLE>
SALES BY PALOMINO FUND LTD.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------
Trade Date Shares Sold Price Per Share
- ----------------------------------------------------------------------
<S> <C> <C>
4/2/98 2,500 $2.3875
- ----------------------------------------------------------------------
4/3/98 2,500 $2.4500
- ----------------------------------------------------------------------
4/7/98 5,000 $2.4600
- ----------------------------------------------------------------------
4/8/98 2,500 $2.4600
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4/9/98 2,500 $2.9600
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4/20/98 2,500 $2.7725
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4/29/98 2,500 $2.3975
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</TABLE>
(d) Not applicable.
(e) Not applicable.
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Page 6 of 6
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.
May 4, 1998
----------------
Date
APPALOOSA MANAGEMENT L.P.
By: Appaloosa Partners Inc.
Its: General Partner
By: /s/ David A. Tepper
----------------------------
David A. Tepper
President
DAVID A. TEPPER
/s/ David A. Tepper
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