SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
October 6, 2010
(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 Section 240.13d-1(e), 240.13d-1(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 Rule 13d-7 for other parties
to whom copies are to be sent.
*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).
SCHEDULE 13D
CUSIP No. 858495104
1 NAME OF REPORTING PERSON
Samick Musical Instruments Co, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,400,000
8 SHARED VOTING POWER
244,700
9 SOLE DISPOSITIVE POWER
3,400,000
10 SHARED DISPOSITIVE POWER
244,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,644,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%(1)
14 TYPE OF REPORTING PERSON
CO
(1) Based on 11,598,337 shares of Ordinary Common Stock issued and
outstanding as of August 8, 2010 as reported by the Issuer in the
Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010. Any change in the percentage
reported herein from the last statement is caused by the increase in
the total number of issued and outstanding shares, and it does not
indicate any change in the number of shares beneficially owned by the
reporting person.
SCHEDULE 13D
CUSIP No. 858495104
1 NAME OF REPORTING PERSON
Opus Five Investment 1, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
244,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
244,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%(1)
14 TYPE OF REPORTING PERSON
PN
(1) Based on 11,598,337 shares of Ordinary Common Stock issued and
outstanding as of August 8, 2010 as reported by the Issuer in the
Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010. Any change in the percentage
reported herein from the last statement is caused by the increase in
the total number of issued and outstanding shares, and it does not
indicate any change in the number of shares beneficially owned by the
reporting person.
SCHEDULE 13D
CUSIP No. 858495104
1 NAME OF REPORTING PERSON
Opus Five Investment, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
244,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
244,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%(1)
14 TYPE OF REPORTING PERSON
CO
(1) Based on 11,598,337 shares of Ordinary Common Stock issued and
outstanding as of August 8, 2010 as reported by the Issuer in the
Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010. Any change in the percentage
reported herein from the last statement is caused by the increase in
the total number of issued and outstanding shares, and it does not
indicate any change in the number of shares beneficially owned by the
reporting person.
SCHEDULE 13D
CUSIP No. 858495104
1 NAME OF REPORTING PERSON
Jong Sup Kim
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,644,700(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,644,700(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,644,700(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%(2)
14 TYPE OF REPORTING PERSON
IN
(1) As the chairman and the controlling shareholder of 20.5% of the equity
interests in Samick, Kim can influence the voting and disposition of
the Shares held by Samick and Opus LP. By virtue of his relationship
to Samick, Kim may be deemed to have shared voting power and shared
dispositive power with respect to such Shares.
(2) Based on 11,598,337 shares of Ordinary Common Stock issued and
outstanding as of August 8, 2010 as reported by the Issuer in the
Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010. Any change in the percentage
reported herein from the last statement is caused by the increase in
the total number of issued and outstanding shares, and it does not
indicate any change in the number of shares beneficially owned by the
reporting person.
SCHEDULE 13D
CUSIP No. 858495104
1 NAME OF REPORTING PERSON
Sam Song Caster Co., Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
244,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
244,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%(1)
14 TYPE OF REPORTING PERSON
CO
(1) Based on 11,598,337 shares of Ordinary Common Stock issued and
outstanding as of August 8, 2010 as reported by the Issuer in the
Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010. Any change in the percentage
reported herein from the last statement is caused by the increase in
the total number of issued and outstanding shares, and it does not
indicate any change in the number of shares beneficially owned by the
reporting person.
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Ordinary Common Stock, par value $0.001 (the
"Shares"), issued by Steinway Musical Instruments, Inc. (the "Issuer"). The
address of the principal executive offices of the Issuer is 1 Steinway Place,
Long Island City, New York 11105.
Item 2. Identity and Background
The persons filing this statement are Samick Musical Instruments Co., Ltd.
("Samick"), Opus Five Investment 1, LP ("Opus LP"), Opus Five Investment, LLC
("Opus LLC"), Sam Song Caster Co., Ltd. ("Sam Song") and Jong Sup Kim ("Kim")
(collectively, the "Reporting Persons").
Samick
Samick is a Korean corporation which is primarily engaged in the business of
manufacturing musical instruments. Samick is also the holder of 99.8% of equity
interests in Sam Song, which is the sole limited partner of Opus LP. The address
of the principal business office of Samick is 58-3, Nonhyeon-Dong, Ganggam-Gu,
Seoul, Korea 135-010.
Kim
Kim currently serves as (i) Chairman of the Board of Directors of Samick and
(ii) Chairman and director of Samick's subsidiaries. Kim is the holder of
approximately 20.5% shares of equity stocks of Samick. His principal business
address is 58-3, Nonhyeon-Dong, Ganggam-Gu, Seoul, Korea 135-010.
Opus LP
Opus LP is a California limited partnership, which is primarily engaged in the
business of investing in securities. The principal business address of Opus LP
is 6655 Knott Ave., Buena Park, CA 90620.
Opus LLC
Opus LLC is a Delaware limited liability company and the sole general partner of
Opus LP. Opus LLC is primarily engaged in the business of serving as the general
partner of Opus LP. The principal business address of Opus LLC is 6655 Knott
Ave., Buena Park, CA 90620.
Sam Song
Sam Song is a Korean corporation and the sole limited partner of Opus LP. Sam
Song is primarily engaged in the business of manufacturing casters and wheels.
The principal business address of Sam Song is 419-6 Cheongcheon-dong,
Bupyeong-gu, Incheon, Korea 403-858.
The name, citizenship, present principal occupation or employment and business
address of each director and executive officer of the Reporting Persons are set
forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the
Reporting Persons, has, during the past five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On November 5, 2009, the Issuer issued 1,700,000 Shares to Samick at a price of
$16 per share, for an aggregate purchase price of $27.2 million paid by Samick
(the "Initial Transaction") in accordance with the terms of the Subscription
Agreement dated as of November 5, 2009 between the Issuer and Samick (the
"Subscription Agreement"). On March 30, 2010, the Issuer issued additional
1,700,000 Shares to Samick at a price of $16 per share, for an aggregate
purchase price of $27.2 million paid by Samick (the "Option Transaction" and
together with the "Initial Transaction", the "Transaction") following Samick's
election to exercise its option to purchase such additional shares under Section
2.02 of the Subscription Agreement.
Samick provided the necessary funds for the Initial Transaction from its
existing working capital and a loan from Hana Bank in Seoul, Korea. The
principal amount of such loan was $16.8 million. For the Option Transaction,
Samick provided the necessary funds from its working capital and loans from KDB
Capital ("KDB") and Shinhan Capital ("Shinhan") in Seoul, Korea. The principal
amounts of such loans from KDB Capital and Shinhan Capital were 10 billion
Korean Won and 5 billion Korean Won respectively.
In connection with the loans provided by KDB and Shinhan, on October 6, 2010,
Samick entered into security agreements to secure its obligations to KDB and
Shinhan. Pursuant to the security agreements, Samick has granted to each KDB and
Shinhan a right of pledge over 800,000 Shares and 400,000 Shares respectively
(collectively hereinafter, "Pledged Shares"). However, the voting rights
attached to the Pledged Shares are not transferred under the security
agreements, and Samick retains the exclusive right to vote the Pledged Shares.
In addition, the Reporting Persons hold, as a group, 244,700 units of the
Shares. Opus LP, in the course of its ordinary business, has acquired such
shares from June 2008 to July 2009, and the aggregate purchase price of such
244,700 shares was $5,238,823. The source of funding for the purchase of these
Shares was the general working capital of Opus LP.
Item 4. Purpose of Transaction
The 1,700,000 Shares purchased pursuant to the Initial Transaction, the
indirectly owned Shares together with the additional 1,700,000 Shares acquired
in the Option Transaction will represent up to 31.4% of the issued and
outstanding Shares of the Issuer.
In addition, pursuant to the terms of the Subscription Agreement, Jong Sup Kim
has been elected to the Board of Directors of the Issuer. Jong Sup Kim will
continue to hold a position in the Board as long as Samick holds 15% or more of
the outstanding Shares.
The Reporting Persons may, from time to time and at any time, acquire additional
Shares and/or other equity, debt or other securities, notes or instruments
(collectively, "Securities") of the Issuer in the open market subject to the
Standstill clause set forth in the Subscription Agreement or otherwise and
reserve the right to dispose of any or all of their Securities in the open
market or otherwise, at any time and from time to time, and to engage in any
hedging or similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer
(a) The following sets forth, as of October 6, 2010, information regarding the
beneficial ownership of the Shares by each Reporting Person and by all Reporting
Persons as a group.
Samick and Kim.
Samick and Kim may be deemed to beneficially own, in the aggregate, 3,644,700
Shares, representing approximately 31.4% of the Issuer's issued and outstanding
Shares (on the basis of a total of 11,598,337 Shares, as reported by the Issuer
in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010).
All Reporting Persons as a group.
The Reporting Persons may be deemed to beneficially own, in the aggregate,
244,700 Shares, representing approximately 2.1% of the Issuer's outstanding
Shares (on the basis of a total of 11,598,337 Shares, as reported by the Issuer
in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2010).
(b) Samick has sole voting power and sole dispositive power with regard to the
3,400,000 Shares it has acquired and holds as of March 10, 2010. Kim may be
deemed to have shared voting power and shared dispositive power with respect to
such Shares since Kim can influence the voting and disposition of such Shares as
the chairman and controlling shareholder of 20.5% of the equity interests in
Samick. By virtue of his relationship to Samick, as disclosed in Item 2 and
herein, Kim may be deemed to indirectly beneficially own (as that term is
defined in Rule 13d-3 under the Act) the Shares which Samick directly
beneficially owns.
________________
All Reporting Persons have shared voting power and shared dispositive power with
regard to 244,700 Shares held by Opus LP. Each of Opus LP, Opus LLC, Sam Song,
Samick, and Kim, by virtue of their relationships (as disclosed in Item 2) and
by virtue of their understanding (as disclosed in Item 6), may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3 under the
Act) the 244,700 Shares which Opus LP directly beneficially owns.
Beneficial ownership of the Shares referred to herein is being reported
hereunder solely because the Reporting Persons may be deemed to have beneficial
ownership of such shares by virtue of their relationships and their
understandings as disclosed herein. Neither the filing of this Schedule 13D nor
any of its contents shall be deemed to constitute an admission by the Issuer or
each Reporting Person that it is the beneficial owner of any of the Shares
referred to herein for purposes of Section 13(d) of the Act or for any other
purpose, and such beneficial ownership is expressly disclaimed.
(c) Other than as set forth in this Report, the Reporting Persons have not
effected any transactions in the Share of the Issuer within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The information contained in Item 3 and Item 4 is incorporated herein by
reference.
In addition, there is common understanding between Samick and Opus LLC that
Samick will consult with and advise Opus LLC on voting of the Shares held by
Opus LP.
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons.
2 Subscription Agreement between the Issuer and Samick.
3 Power of Attorney for Samick
4 Power of Attorney for Opus LP
5 Power of Attorney for Opus LLC
6 Power of Attorney for Sam Song
7 Power of Attorney for Kim
8 Security Agreement between Samick and Shinhan
9 Security Agreement between Samick and KDB
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: October 6, 2010
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
Jong Sup Kim
By: /s/ Jong Sup Kim
---------------------
Name: Jong Sup Kim
SCHEDULE A
----------
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of each
director and executive officer of each of the Reporting Persons. To the best of
the Reporting Persons' knowledge, except as set forth in this statement on
Amendment to Schedule 13D, none of the directors or executive officers of the
Reporting Persons own any Shares.
Samick Musical Instruments Co., Ltd
- -----------------------------------
Name Position
- ---- --------
Jong Sup Kim Chairman of the Board; Co-CEO
Hyung Guk Lee Co-CEO; Director
Min Soo Kim Director
Duk Kyu Min Director
Maeng Gi Chung Director
Kwan Soon Jang Director
Soo Kyun Jung Director
Samick is a Korean corporation. The above listed persons are all citizens of the
Republic of Korea. Each of those officers and directors' business address is
Samick Plaza Building 58-3, Nonhyun-Dong, Ganggam-Gu, Seoul, Korea 135-010.
Opus Five Investment 1, LP
- --------------------------
Name Position
- ---- --------
Opus Five Investment, LLC General Partner
Sam Song Caster Co., Ltd. Limited Partner
Opus LP is a California limited partnership, and Opus LLC is a Delaware limited
liability company; thus, thereby, Opus LP and Opus LLC are the citizens of the
United States. Sam Song is a corporation of the Republic of Korea and, thereby,
the citizen of the Republic of Korea. The principal business address of each of
(i) Opus LP and (ii) Opus LLC is 6655 Knott Ave., Buena Park, CA 90620 and (iii)
Sam Song is 419-6 CheongCheon-Dong, Bupyeong-Gu, Incheon, Korea.
Opus Five Investment, LLC
- -------------------------
Name Position
- ---- --------
Kyung Min Park Sole Member
Park is a citizen of the United States. Park's principal business address is
6655 Knott Ave., Buena Park, CA 90620.
Sam Song Caster Co., Ltd.
- -------------------------
Name Position
- ---- --------
Young Ho Lee CEO
Soo Kyun Jung Director
Kang Log Lee Director
Sam Song is a Korean corporation and, thus, thereby a citizen of the Republic of
Korea. The above listed persons are all citizens of the Republic of Korea. Each
of those officers and directors' and Sam Song's business address is 419-6
CheongCheon-Dong, Bupyeong-Gu, Incheon, Korea.