UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
Aureal Semiconductor Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
05153Q106
(CUSIP Number)
Appaloosa Management L.P.
26 Main Street
Chatham, New Jersey 07928
Attn: Kenneth Maiman, Esq.
Telephone (973) 701-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 2, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
? Rule 13d-1(b)
? Rule 13d-1(c)
? Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
05153Q106
Page 2 of 5 Pages
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)
?
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
358,480
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
358,480
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,480
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
G
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.60%
12
TYPE OF REPORTING PERSON
PN**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
SCHEDULE 13G
CUSIP No.
05153Q106
Page 3 of 5 Pages
13
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Tepper
14
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
?
(b)
?
15
SEC USE ONLY
16
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
17
SOLE VOTING POWER
358,480
18
SHARED VOTING POWER
0
19
SOLE DISPOSITIVE POWER
358,480
20
SHARED DISPOSITIVE POWER
0
21
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,480
22
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
G
23
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.60%
24
TYPE OF REPORTING PERSON
IN**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
Item 1(a). Name of Issuer: Aureal Semiconductor Inc.
Item 1(b). Address of Issuer=s Principal Executive Offices:
4245 Technology Drive, Fremont, California 94538
Item 2(a). Name of Person Filing:
Appaloosa Management L.P. and David A. Tepper
Item 2(b). Address of Principal Business Office or, if None, Residence:
Appaloosa Management L.P., 26 Main Street, Chatham, New Jersey 07928
David A. Tepper, c/o Appaloosa Management L.P., 26 Main Street, Chatham, New
Jersey 07928
Item 2(c). Citizenship:
Appaloosa Management L.P. - Delaware
David A. Tepper - United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number: 05153Q106
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or
(c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable. This statement is filed pursuant to 13d-1(c).
Item 4. OWNERSHIP:
(a) 358,480*
(b) 3.60%
(c) (i) sole voting power: 358,480
(ii) shared voting power: 0
(iii) sole dispositive power: 358,480
(iv) shared dispositive power: 0
*Appaloosa Management L.P. (AMLP) is the general partner of Appaloosa
Investment Limited Partnership I, the investment advisor to Palomino Fund
Ltd., and the managing member of Tersk LLC, which are the holders of record
of the reported securities (159,099, 179,119 and 20,262 shares,
respectively). David A. Tepper (DAT) is the sole stockholder and
president of Appaloosa Partners Inc. (API). API is the general partner
of AMLP and DAT owns a majority of the limited partnership interests of AMLP.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than David A. Tepper and Appaloosa Management L.P. have the
right to receive dividends from, or the proceeds from the sale of, the
reported securities. None of these persons has the right to direct such
dividends or proceeds.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purposes
or effect.
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.
August 31, 1999
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
NYC01:53522.1
Page 5 of 5
NYC01:53522.1
