SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
April 29, 2011
(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) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC(1)
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(2)
8 SHARED VOTING POWER
244,700(2)
9 SOLE DISPOSITIVE POWER
3,400,000(2)
10 SHARED DISPOSITIVE POWER
244,700(2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,644,700(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%(2)
14 TYPE OF REPORTING PERSON
CO
(1) See Item 3
(2) See Item 2 and 5
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) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00(1)
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(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
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%(2)
14 TYPE OF REPORTING PERSON
PN
(1) See Item 3
(2) See Item 2 and 5
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) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00(1)
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(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
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%(2)
14 TYPE OF REPORTING PERSON
CO
(1) See Item 3
(2) See Item 2 and 5
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) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00(1)
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(2)
8 SHARED VOTING POWER
3,644,700(2)
9 SOLE DISPOSITIVE POWER
0(2)
10 SHARED DISPOSITIVE POWER
3,644,700(2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,644,700(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5%(2)
14 TYPE OF REPORTING PERSON
IN
(1) See Item 3
(2) See Item 2 and 5
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) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00(1)
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(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
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%(2)
14 TYPE OF REPORTING PERSON
CO
(1) See Item 3
(2) See Item 2 and 5
SCHEDULE 13D
THIS AMENDMENT NO. 4 is being made to disclose the execution of the Stock
Transfer Agreement (as defined below), to amend the ownership reports of the
Reporting Persons (as defined below) and to amend item 4 (purpose of
transaction), item 5 (interest in securities of the issuer) and item 7 (material
to be filed as exhibits).
Capitalized terms used herein but not defined herein shall have the meaning
ascribed to them in Schedule 13D originally filed on November 13, 2009 by the
Reporting Persons. This Amendment amends and supplements the information
previously provided. Except as set forth below, all previous items in the prior
statements remain unchanged.
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 800 South Street,
Suite 305, Waltham, Massachusetts 02453.
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 April 29, 2011, Samick, ValueAct SmallCap Master Fund, L.P. ("ValueAct"
and together with Samick, the "Purchasers"), Kyle R. Kirkland ("Kirkland") and
Dana D. Messina ("Messina" and together with Kirkland, the "Sellers") entered
into a Stock Transfer Agreement (attached hereto as Exhibit 2 and incorporated
by reference herein). In accordance with the terms of the Stock Transfer
Agreement, Samick will purchase and acquire from Sellers 368,554 shares of
Ordinary Common Stocks converted from Class A Common Stock (as defined below)
owned by Sellers, at a price of $56 per share, for an aggregate purchase price
of $20,639,024. Samick will provide the necessary funds for the purchases from
its existing working capital.
Item 4. Purpose of Transaction
(a) The information contained in Item 3 is incorporated herein by reference. The
Stock Transfer Agreement provides, among other things, for the acquisition by
the Purchasers of a total of 477,952 shares of Ordinary Common Stock (following
the automatic conversion of and equal number of Sellers' Class A common stock,
par value $.001 per share ("Class A Common Stock"), into Ordinary Common Stock
at a ratio of one to one) (the "Converted Shares") from the Sellers for $56.00
per share. The completion of this transaction is subject to the satisfaction or
waiver of several closing conditions, including the receipt of regulatory
approvals, the election of directors as described in the following sentence and
certain other customary closing conditions. Prior to completion of the
transaction, the New Directors (as defined below) shall have been elected at any
meeting of shareholders of the Company following April 29, 2011 (and prior to
the Closing Date) and such New Directors shall not have been removed as
directors of the Company except, in each case, where any New Director who is not
elected or is removed is replaced with an individual who (A) is independent
under the rules of the New York Stock Exchange and (B) has been approved by each
of the Purchasers (which approval may be withheld in the absolute and sole
discretion of each Purchaser).
(b)-(c) Not applicable.
(d) In connection with the execution and delivery of the Stock Transfer
Agreement, Messrs. A. Clinton Allen, Rudolph K. Kluiber and Peter McMillan
retired as members of the Company's Board of Directors, effective April 29,
2011. Also effective April 29, 2011, the Company's Board of Directors elected
Messrs. Michael T. Sweeney, Edward Kim and Don Kwon as directors ("New
Directors") of the Company to fill the vacancies created by the resignations of
Messrs. Allen, Kluiber and McMillan and to serve until their respective
successors shall have been appointed and qualified.
(e)-(f) Upon consummation of the transaction contemplated by the Stock Transfer
Agreement, all of the outstanding Class A Common Stock will convert into
Ordinary Common Stock with one vote per share.
(g)-(j) Not applicable.
The foregoing summary of the Stock Transfer Agreement is not intended to be
complete and is qualified in its entirety by reference to the Stock Transfer
Agreement, a copy of which is filed as Exhibit 2 hereto and which is
incorporated herein by reference.
In addition to the agreement to purchase a portion of the Converted Shares
pursuant to the Stock Transfer Agreement, the Reporting Persons have acquired
3,644,700 Shares purchased pursuant to the Initial Transaction and the Option
Transaction and in the Reporting Persons' ordinary course of business.
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 April 29, 2011, 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 31.5% of the Issuer's issued and outstanding
Shares (on the basis of a total of 11,578,360 Shares, as reported by the Issuer
in the Issuer's Annual Report on Amended Form 10-K filed with the Securities and
Exchange Commission on April 29, 2011).
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 11,578,360 Shares, as reported by the Issuer
in the Issuer's Annual Report on Amended Form 10-K filed with the Securities and
Exchange Commission on April 29, 2011).
(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 30, 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.
Additionally, the Reporting Persons may be deemed to be members of a group with
ValueAct in connection with the execution of the Stock Transfer Agreement
(described in Item 4 above). The Shares listed above do not include the
1,081,853 Shares beneficially owned by ValueAct or any of the Converted Shares,
as the Reporting Persons have neither the power to vote or to dispose of such
shares. If the Reporting Persons and ValueAct are deemed to constitute a group,
then the Reporting Persons may also be deemed to beneficially own the Shares
that ValueAct 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.
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 Stock Transfer Agreement, dated April 29, 2011, by and among Samick, Value
Act, Kirkland and Messina field as Exhibit 99.3 to the Issuer's Form 8-K dated
May 3, 2011, and incorporated by reference herein.
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: May 4, 2011
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 Kim Co-CEO; Director
Min Soo Kim Director
Duk Kyu Min Director
Maeng Gi Chung Kim 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.