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) |
|
Steinway Musical Instruments, Inc. |
| (Name of Issuer) | |
| | | | |
Ordinary Common Stock, par value $0.001 |
| (Title of Class of Securities) | |
| | | | |
| 858495104 | |
| (CUSIP Number) | |
| | | | |
Hansin Kim, Esq. KL & Kim PC 3435 Wilshire Blvd., Suite 2600 Los Angeles, California 90010 (213) 382-3500 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| | |
| February 20, 2013 | |
| (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(e), 13d-1(f) or 13d-1(g), check the following box ¨. |
| | | | |
CUSIP No. 858495104 | 13D | Page 1 of 5 |
1 | NAME OF REPORTING PERSONS Samick Musical Instruments Co, Ltd. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS WC (1) |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 3,768,554 (2) |
8 | SHARED VOTING POWER 244,700 (2) |
9 | SOLE DISPOSITIVE POWER 3,768,554 (2) |
10 | SHARED DISPOSITIVE POWER 244,700 (2) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,013,254 (2) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) – 32.2% |
14 | TYPE OF REPORTING PERSON CO |
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104 | 13D | Page 2 of 5 |
1 | NAME OF REPORTING PERSONS Opus Five Investment 1, LP |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO (1) |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (2) |
8 | SHARED VOTING POWER 244,700 (2) |
9 | SOLE DISPOSITIVE POWER 0 (2) |
10 | SHARED DISPOSITIVE POWER 244,700 (2) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 244,700 (2) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) – 2.0% |
14 | TYPE OF REPORTING PERSON PN |
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104 | 13D | Page 3 of 5 |
1 | NAME OF REPORTING PERSONS Opus Five Investment, LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO (1) |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (2) |
8 | SHARED VOTING POWER 244,700 (2) |
9 | SOLE DISPOSITIVE POWER 0 (2) |
10 | SHARED DISPOSITIVE POWER 244,700 (2) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 244,700 (2) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) – 2.0% |
14 | TYPE OF REPORTING PERSON PN |
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104 | 13D | Page 4 of 5 |
1 | NAME OF REPORTING PERSONS Jong Sup Kim |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO (1) |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (2) |
8 | SHARED VOTING POWER 4,013,254 (2) |
9 | SOLE DISPOSITIVE POWER 0 (2) |
10 | SHARED DISPOSITIVE POWER 4,013,254 (2) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,013,254 (2) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) – 33.2% |
14 | TYPE OF REPORTING PERSON IN |
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
CUSIP No. 858495104 | 13D | Page 5 of 5 |
1 | NAME OF REPORTING PERSONS Sam Song Caster Co., Ltd. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o |
3 | SEC USE ONLY |
4 | SOURCE OF FUNDS OO (1) |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Korea |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 (2) |
8 | SHARED VOTING POWER 244,700 (2) |
9 | SOLE DISPOSITIVE POWER 0 (2) |
10 | SHARED DISPOSITIVE POWER 244,700 (2) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 244,700 (2) |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) – 2.0 % |
14 | TYPE OF REPORTING PERSON CO |
(1) See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
(2) See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends the Statement on Schedule 13D filed on November 13, 2009 by Samick Musical Instruments Co., Ltd., a Korean corporation (“Samick”), Opus Five Investment 1, LP, a California limited partnership, Opus Five Investment, LLC, a Delaware limited liability company, Jong Sup Kim and Sam Song Caster Co., Ltd., a Korean corporation (collectively, the “Reporting Persons”), as amended on April 1, 2010, October 8, 2010, December 21, 2010, May 5, 2011, June 6, 2011 and June 27, 2011 (as amended, the “Schedule 13D”). Except as otherwise set forth herein, the information contained in the Schedule 13D remains in effect, and, unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended by adding the following:
On February 20, 2013, Samick and the Issuer entered into Amendment No. 1 (the “Amendment”) to the Subscription Agreement dated as of November 5, 2009, which amends the standstill provision thereof to provide that (i) the limitations set forth therein will generally apply unless any transaction receives the prior approval of the Issuer’s Board of Directors, and (ii) Samick and its affiliates may acquire shares of the Issuer’s Ordinary Common Stock without the Issuer’s prior written consent so long as the aggregate percentage of outstanding shares of Ordinary Common Stock held by Samick and its affiliates as a result of any such acquisition does not exceed 35%.
A copy of the Amendment is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Exhibit No. | | Title |
| | |
99.1 | | Amendment No. 1 to Subscription Agreement |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
February 20, 2013
SAMICK MUSICAL INSTRUMENTS CO., LTD. |
| |
By: /s/ Jong Sup Kim | |
Name: Jong Sup Kim | |
Title: Chairman | |
| |
| |
OPUS FIVE INVESTMENT 1, LP | |
| |
By: /s/ Kyung Min Park | |
Name: Kyung Min Park | |
Title: Sole Member of General Partner | |
| |
| |
OPUS FIVE INVESTMENT, LLC | |
| |
By: /s/ Kyung Min Park | |
Name: Kyung Min Park | |
Title: Sole Member | |
| |
| |
SAM SONG CASTER CO., LTD. | |
| |
By: /s/ Kang Log Lee | |
Name: Kang Log Lee | |
Title: Director | |
| |
| |
/s/ Jong Sup Kim | |
Jong Sup Kim | |