<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. 3)*
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
Managing Director & General Counsel Managing Director and General Counsel
The TCW Group, Inc. Oaktree Capital Management, LLC
865 South Figueroa Street, Ste. 1800 550 South Hope Street, 22nd Floor
Los Angeles, California 90017 Los Angeles, California 90071
(213) 244-0000 (213) 614-0900
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 14, 1998(1)
- -------------------------------------------------------------------------------
(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 25 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).
- --------------------
(1) Also reflects transactions on August 26, 1998, August 28, 1998,
September 1, 1998 and September 16, 1998, described in Item 3 herein.
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 2 OF 25 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 33,033,648
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
33,033,648
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,033,648
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 3 OF 25 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 33,033,648
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
33,033,648
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,033,648
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN, HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 4 OF 25 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 17,714,716
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
17,714,716
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,714,716
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 5 OF 25 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 15,318,933
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
15,318,933
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,318,933
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-5-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 6 OF 25 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 15,318,933
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
15,318,933
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,318,933
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN, IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-6-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 7 OF 25 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 13,334,074
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
13,334,074
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,334,074
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-7-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 8 OF 25 PAGES
- ------------------------ ----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCW Special Credits Trust
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 7,234,059
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,234,059
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,234,059
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-8-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 9 OF 25 PAGES
- ------------------------ ----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCW Special Credits Trust 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 10,480,657
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
10,480,657
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,480,657
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-9-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 10 OF 25 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 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
Washington
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORING 6,614,503
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,614,503
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,614,503
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-10-
<PAGE>
SCHEDULE 13D
- ------------------------ ----------------------------------
CUSIP NO. 58445Q 10 3 PAGE 11 OF 25 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 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
- -------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BY EACH REPORTING 6,614,503
PERSON WITH --------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
6,614,503
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,614,503
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-11-
<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; and
(8) A managed account of which Oaktree is investment manager on
behalf of its client, the Weyerhaeuser Company Master
Retirement Trust (the "Oaktree Account").
(9) Oaktree Capital Management, LLC, a California limited liability
company ("Oaktree");
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 securities as the Special Credits Entities (the "Special Credits
Account"). Oaktree is the investment manager of the Oaktree Account, which
invests in financially distressed entities. The principal business of Oaktree
is providing investment advice and management services to institutional and
individual investors. The address of the principal business and principal
office for Oaktree is 550 South Hope Street, 22nd floor, Los Angeles,
California 90071.
-12-
<PAGE>
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
financially distressed entities. The Special Credits Trusts are collective
investment trusts which invest in financially 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, 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>
-13-
<PAGE>
(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
Alvin R. Albe, Jr. Director, Executive Vice President, Finance & Administration
Michael E. Cahill Director, Managing Director, General Counsel & Secretary
William C. Sonneborn 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
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 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
550 South Hope Street
22nd Floor
Los Angeles, California 90071
-14-
<PAGE>
Howard S. Marks
Chairman and Principal
Oaktree Capital Management, LLC
550 South Hope Street
22nd Floor
Los Angeles, California 90071
Sheldon M. Stone
Principal
Oaktree Capital Management, LLC
550 South Hope Street
22nd Floor
Los Angeles, California 90071
David Richard Masson
Principal
Oaktree Capital Management, LLC
550 South Hope Street
22nd 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 550 S. Hope Street, Los Angeles, California
90071. Each individual listed below is a citizen of the United States of
America.
Portfolio Managers
- ------------------
Bruce A. Karsh
David Richard Masson
(VII) Oaktree is the investment manager of the Oaktree Account. See
information in paragraph (viii) below regarding Oaktree and its general
partners.
(VIII) The members and executive officers of Oaktree and the investment
manager of the Oaktree Account are listed below. The principal address for
each member and executive officer of Oaktree is 550 South Hope Street, 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
</TABLE>
-15-
<PAGE>
<TABLE>
<S> <C>
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 Account, 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
The Oaktree Account 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. The Oaktree Account 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.
The Oaktree Account 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. The Oaktree Account 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, the Oaktree Account converted 92 shares
of Series A Preferred Stock into 1,622,875 shares of the Issuer's Common
Stock. Of the remaining 132 shares of Series A Preferred Stock held by the
Oaktree Account, 109 shares are either currently convertible or are
convertible within 60 days following the date hereof. As of October 13, 1998,
at the currently effective conversion price, the Oaktree Account has the
right to acquire approximately 2,616,295 shares of Common Stock pursuant to
the conversion feature of the 109 shares of Series A Preferred Stock held by
them.
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), Special Credits Limited Partnership, Trust I and Trust IIIb
to acquire, respectively, 2,025, 7,087, 10,800 and 13,838 shares of the
Issuer's 8% Series B Convertible Preferred Stock ("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
-16-
<PAGE>
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.
Holders of shares of Preferred Stock have the right to convert such shares 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 Special Credits Account, Trust I, Trust IIIB
and the Special Credits Limited Partnership have the right to acquire,
810,000, 2,834,800, 4,320,000, and 5,535,200 shares of Common Stock pursuant
to the conversion feature of the shares of Preferred Stock held by such
entities.
The Special Credits Account, Trust 1, 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 Issuer's 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").
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, the Oaktree Account, 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 the Oaktree
Account, and TCW Special Credits, as agent and on behalf of the Special
Credits Limited Partnership, the Special Credits Trusts and the Special
Credits Account. The Oaktree Account, 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 35,604, 124,615, 189,890 and 243,297 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
-17-
<PAGE>
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 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 of which the Special Credits Account, Trust I, Trust
IIIb and the Special Credits Limited Partnership acquired 35,604, 124,615,
189,890 and 243,297 shares, respectively.
The Oaktree Account, 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 the Oaktree Account. Approximately $2,133,450,
$135,115, $472,905, $720,630 and $923,400 of funds were used respectively by
the Oaktree Account, 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
Preferred Stock and the Series A Preferred Stock described herein were
acquired for investment purposes. 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
-18-
<PAGE>
the open market or in privately negotiated transactions, or some or all of
the shares of the Issuer's Common Stock may be sold. Except as set forth
above and in Item 3 herein, Special Credits, the other TCW Related Entities,
Oaktree and the Oaktree Account 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 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 and the Oaktree Account 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 Account
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 13,334,074 shares of Common Stock of the Issuer
(approximately 25.0% of the Issuer's shares of Common Stock), 6,589,374 of
which are issued and outstanding and 6,744,700 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 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 15,318,933
(13,334,074 shares of the Issuer's Common Stock in the Special Credits
Limited Partnership plus 1,984,859 shares of the Issuer's Common Stock in the
Special Credits Account) shares of Common Stock of the Issuer (approximately
29.7% of the Issuer's shares of Common Stock), 7,587,233 of which are issued
and outstanding and 7,731,700 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 Preferred Stock.
As of the date of this Schedule 13D, Trust I beneficially owns 7,234,059
shares of Common Stock of the Issuer (approximately 15.3% of the Issuer's
shares of Common Stock), 3,779,759 of which are issued and outstanding and
3,454,300 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 Preferred Stock; and Trust IIIb beneficially owns 10,480,657 shares of
Common Stock of the Issuer (approximately 21.3% of the Issuer's shares of
Common Stock), 5,216,657 of which are issued and outstanding and 5,264,000 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
Preferred Stock. TCW, as the trustee of the Special Credits Trusts may be
deemed to beneficially own 17,714,716 shares of Common Stock of the Issuer
(approximately 33.7% of the Issuer's shares of Common Stock), 8,996,416 of
which are issued and outstanding and 8,718,300 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 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
-19-
<PAGE>
Credits Account as set forth above, all of which constitute 15,318,933 shares
of Common Stock of the Issuer (approximately 29.6.% 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 Related Entities, all of which constitutes 33,033,648
shares of the Issuer's Common Stock (approximately 54.8% 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 33,033,648 shares of the Issuer's Common Stock
(approximately 54.8% 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, as investment manager of the Oaktree Account, may be deemed to be
beneficially own 6,614,503 shares of Common Stock of the Issuer
(approximately 14.2% of the Issuer's shares of Common Stock), 3,748,208 of
which are issued and outstanding and 2,866,295 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 A Preferred Stock.
The Oaktree Account beneficially owns 6,614,503 shares of Common Stock of the
Issuer (approximately 14.2% of the Issuer's shares of Common Stock),
3,748,208 of which are issued and outstanding and 2,866,295 of which the
Oaktree Account 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 A 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 15,318,933
shares of the Issuer's Common Stock.
TAMCO, as the managing general partner of Special Credits also has the power
to vote and dispose the shares of Issuer's Common Stock held by Special
Credits referenced above. Therefore, TAMCO has the power to vote and dispose
of 15,318,933 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
-20-
<PAGE>
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
17,714,716 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
33,033,648 shares of the Issuer's Common Stock.
Oaktree, as the investment manager of the Oaktree Account, has 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
Oaktree Account. Therefore, Oaktree has the power to vote and dispose of
6,614,503 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 Account 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
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.
-21-
<PAGE>
Oaktree, as investment manager of the Oaktree Account, receives a management
fee for managing the assets of the Oaktree Account. The Oaktree Account has
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 and the
Oaktree Account 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 the Oaktree Account 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.
-22-
<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 28th day of October, 1998.
THE TCW GROUP, INC.
By: /s/ Mohan V. Phansalkar
- -------------------------------------------
Mohan V. Phansalkar
Authorized Signatory
TRUST COMPANY OF THE WEST
By: /s/ D. Richard Masson
- -------------------------------------------
D. Richard Masson, Authorized Signatory
TCW ASSET MANAGEMENT COMPANY
By: /s/ D. Richard Masson
- -------------------------------------------
D. Richard Masson, Authorized Signatory
TCW SPECIAL CREDITS
By: /s/ D. Richard Masson
- -------------------------------------------
D. Richard Masson, Authorized Signatory of
TCW Asset Management Company, the
Managing General Partner of TCW
Special Credits
TCW SPECIAL CREDITS FUND IIIb
By: /s/ D. Richard Masson
- -------------------------------------------
D. Richard Masson, Authorized Signatory
of TCW Asset Management Company, the Managing
General Partner of TCW Special Credits, the
General Partner of TCW Special Credits Fund IIIb
-23-
<PAGE>
TCW SPECIAL CREDITS TRUST
By: /s/ D. Richard Masson
- -------------------------------------------
D. Richard Masson, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust
TCW SPECIAL CREDITS TRUST IIIb
By: /s/ D. Richard Masson
- -------------------------------------------
D. Richard Masson, Authorized Signatory of
Trust Company of the West, the trustee of
TCW Special Credits Trust IIIb
ROBERT A. DAY
By: /s/ Mohan V. Phansalkar
- -------------------------------------------
Mohan V. Phansalkar
Under Power of Attorney dated January 30,
1996, on file with Schedule 13G
Amendment No. 1 for Matrix Service Co.,
dated January 30, 1996
OAKTREE CAPITAL MANAGEMENT, LLC
By: /s/ D. Richard Masson
- -------------------------------------------
D. Richard Masson
Principal
-24-
<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 DR. HENRY A. KISSINGER
Partner Chairman
Bryan & Edwards Kissinger Associates, Inc.
600 Montgomery St., 35th Floor 350 Park Ave., 26th Floor
San Francisco, CA 94111 New York, NY 10022
ROBERT A. DAY THOMAS E. LARKIN, JR.
Chairman of the Board, President
Chairman and Chief Executive Officer Trust Company of the West
Trust Company of the West 865 South Figueroa St., Suite 1800
200 Park Avenue, Suite 2200 Los Angeles, CA 90017
New York, New York 10166
KENNETH L. LAY
DAMON P. DE LASZLO, ESQ. Enron Corp.
Managing Director of Harwin 1400 Smith Street
Engineers S.A., Chairman & D.P. Houston, TX 77002-7369
Advisers Holdings Limited
Byron's Chambers MICHAEL T. MASIN, ESQ.
A2 Albany, Piccadilly Vice Chairman
London W1V 9RD - England GTE Corporation
(Citizen of United Kingdom) One Stamford Forum
Stamford, CT 06904
WILLIAM C. EDWARDS
Partner - Bryan & Edwards EDFRED L. SHANNON, JR.
3000 Sand Hill Road, Suite 190 Investor/Rancher
Menlo Park, CA 94025 1000 S. Fremont Ave.
Alhambra, CA 91804
ERNEST O. ELLISON
Vice Chairman ROBERT G. SIMS
Trust Company of the West Private Investor
865 South Figueroa St., Suite 1800 11828 Rancho Bernardo, Box 1236
Los Angeles, California 90017 San Diego, CA 92128
HAROLD R. FRANK MARC I. STERN
Chairman of the Board President
Applied Magnetics Corporation The TCW Group, Inc.
75 Robin Hill Rd. 865 South Figueroa St., Suite 1800
Goleta, CA 93017 Los Angeles, CA 90017
CARLA A. HILLS
1200 19th Street, N.W.
5th Floor
Washington, DC 20036
-25-
