UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Aureal Semiconductor Inc.
f/k/a Media Vision Technology Incorporated
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(Name of Issuer)
Common Stock, $.50 Par Value
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-----------------------------
(Title of Class of Securities)
051917102
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
March 5, 1999
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-----------------------------
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 15 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 2 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,016,993
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,016,993
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,993
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.24%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 3 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Galileo Fund, L.P.
04-3258283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,750
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,750
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 4 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-0151108
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 304,083
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 304,083
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,083
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.67%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 5 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 307,833
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 307,833
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,833
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.68%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 6 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 190,307
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 190,307
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,307
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.42%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 7 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 190,307
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 190,307
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,307
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.42%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 8 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,860
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,860
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,860
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.00%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 9 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 516,993
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 516,993
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,993
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%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 10 OF 15 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 516,993
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 516,993
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,993
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%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 11 OF 15 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") should be read in
conjunction with the Schedule 13D (the "Schedule 13D"), dated March 11, 1996,
the Amendment No. 1 dated April 18, 1997, Amendment No. 2 dated June 10, 1996,
Amendment No. 3 dated August 5, 1997, Amendment No. 4 dated August 5, 1997,
Amendment No. 5 dated June 5, 1998 and Amendment No. 6 dated August 26, 1998
(collectively, "Amendment Nos. 1-6") 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. 7 amends the
Schedule 13D and Amendment Nos. 1-6 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. 1-6.
This filing of this Amendment No. 7 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. 7 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.
As of March 5, 1999, DDJ and the DDJ Affiliates beneficially own less than
5% of the Shares outstanding and from such date will no longer be required to
file. This filing speaks as of March 5, 1999 and does not make any statements
with respect to any day following such date.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is amended by adding the following three paragraphs and deleting the
last:
On March 5, 1999, certain funds and accounts managed by an investment
manager, purchased the following securities from the following Funds pursuant to
a private placement for an aggregate cash payment of $12,150,521: The
Copernicus Fund, L.P. sold 1,913,100 Shares of Common Stock ("Shares") including
749,600 Shares purchased on March 8, 1996 and 666,667 Shares purchased on June
10, 1996 from the Company pursuant to private placements. The Galileo Fund,
L.P. sold 2,928,933 Shares including 1,595,600 Shares purchased on March 8, 1996
and 1,333,333 Shares purchased on June 10, 1996 from the Company pursuant to
private placements. Kepler Overseas Corp. sold 57,970 Shares. DDJ Overseas
Corp. sold 897,273 Shares. BIII Capital Partners, L.P. sold 724,800 Shares and
825,000 Warrants purchased on
August 6, 1997 pursuant to a private placement, 400 shares of Series C Preferred
Stock
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 12 OF 15 PAGES
purchased on June 5, 1998 pursuant to a private placement and 5,852.25 shares of
8% Series B Convertible Preferred Stock received on June 5, 1998 in exchange for
its interest in a loan to the Company.
In addition, from February 16, 1999 to February 18, 1999, certain of the
Funds sold Shares of common stock pursuant to a registration statement. These
sales are set forth on Schedule B.
BIII continues to hold 100 shares of Series C Preferred Stock purchased
from the Company on June 5, 1998 for cash at a purchase price of $10,000 per
share. As described in Amendment No. 6 such shares are convertible into Shares
of common stock at the holders option. Assuming the fixed conversion price (see
Amendment No. 6), BIII may be deemed to beneficially own an additional 400,000
Shares (based on principal amount and using the fixed conversion price) plus
approximately 116,993 Shares as of March 5, 1999 representing the accreted value
as of such date. Using the Variable Conversion Price as of March 5, 1999, the
Series C Preferred Stock would be convertible as of March 8, 1999 into
approximately 2,544,257 Shares.
Certain of the Funds continue to hold an aggregate of 500,000 Shares
purchased for cash in the amount of $1,100,691.72. All of the 190,307 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 the
3,750 Shares owned by the Galileo Fund, L.P. were purchased for cash; all of the
304,803 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 the 1,860 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 (a) is deleted in its entirety and amended as set forth below.
(a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ beneficially own
as majority shareholder and investment manager, respectively, of DDJ Overseas
Corp. 304,083 Shares, or approximately .65% 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., 190,307 Shares, or approximately .4% 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., 3,750 Shares, or approximately .01% of
the outstanding Shares of the Company. Kepler Overseas Corp. owns, and DDJ, as
investment manager for Kepler Overseas Corp. beneficially owns, 1,860 Shares or
approximately .00% of the Company.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 13 OF 15 PAGES
B III Capital Partners, L.P. beneficially owns and DDJ Capital III, LLC and DDJ
beneficially own as general partner and investment manager, respectively, of B
III Capital Partners, L.P.,
516,993 Shares (assuming exercise of Series C Stock as of March 5, 1999, at the
fixed conversion price, see Amendment 6 Item 3), or approximately 1.14 % of the
outstanding Shares of the Company. Accordingly, DDJ, as investment manager to
the Funds may be deemed to
beneficially own 1,016,993 Shares, or approximately 2.24% of the outstanding
Shares of the Company. Assuming conversion of the Series C Stock at the
Variable Conversion Price as of March 5, 1999, DDJ could be deemed to
beneficially own 3,044,257 Shares, or approximately 6.41% of the outstanding
Shares of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended by deleting the first paragraph and adding the following:
Except in connection with the sale described in Item 3 or as previously
described in prior Amendments, neither DDJ nor any of the DDJ Affiliates and, to
the best knowledge of DDJ and the DDJ Affiliates, none of the persons named in
Schedule A hereto have any contract, arrangement, understanding or relationship
with any person with respect to any securities of the Company, including
respecting voting or transfer of Company securities or joint ventures, finder's
fees or the like.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 14 OF 15 PAGES
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DDJ CAPITAL MANAGEMENT, LLC
By: / s / Wendy Schnipper Clayton
-------------------------------------------
Wendy Schnipper Clayton
Attorney-In-Fact*
*Limited Power of Attorney filed with the SEC on November 30, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 051917102 PAGE 15 OF 15 PAGES
SCHEDULE B
===========
Aureal Semiconductor Inc.
======================
Set forth below is an itemization of all sales of Shares of Common Stock
since January 4, 1999. The transactions were made for cash in open market
transactions pursuant to Prospectus delivery.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
2/16/99 SALE (160,000) $121,395.92
2/17/99 SALE (10,000) $7,399.74
2/18/99 SALE (10,000) $6,699.76
