0001214659-11-001936.txt : 20110607 0001214659-11-001936.hdr.sgml : 20110607 20110606174129 ACCESSION NUMBER: 0001214659-11-001936 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110607 DATE AS OF CHANGE: 20110606 GROUP MEMBERS: JONG SUP KIM GROUP MEMBERS: OPUS FIVE INVESTMENT 1, LP GROUP MEMBERS: OPUS FIVE INVESTMENT, LLC GROUP MEMBERS: SAMICK MUSICAL INSTRUMENTS CO, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEINWAY MUSICAL INSTRUMENTS INC CENTRAL INDEX KEY: 0000911583 STANDARD INDUSTRIAL CLASSIFICATION: MUSICAL INSTRUMENTS [3931] IRS NUMBER: 351910745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46651 FILM NUMBER: 11896494 BUSINESS ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 305 CITY: WALTHAM STATE: MA ZIP: 02453-1472 BUSINESS PHONE: 7818949770 MAIL ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 305 CITY: WALTHAM STATE: MA ZIP: 02453-1472 FORMER COMPANY: FORMER CONFORMED NAME: SELMER INDUSTRIES INC DATE OF NAME CHANGE: 19940209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Samick Musical Instruments Co, Ltd. CENTRAL INDEX KEY: 0001476247 IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SAMICK PLAZA BUILDING 58-3 STREET 2: NONHYEON-DONG, GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 130-010 BUSINESS PHONE: (82)32-453-3169 MAIL ADDRESS: STREET 1: SAMICK PLAZA BUILDING 58-3 STREET 2: NONHYEON-DONG, GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 130-010 SC 13D/A 1 m64111sc13da5.txt AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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) June 2, 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) /X/ (b) / / 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 3,768,554(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 / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.2%(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) /X/ (b) / / 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 / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%(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) /X/ (b) / / 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 / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%(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) /X/ (b) / / 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 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 / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.2%(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) /X/ (b) / / 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 // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%(2) 14 TYPE OF REPORTING PERSON CO (1) See Item 3 (2) See Item 2 and 5 SCHEDULE 13D THIS AMENDMENT NO. 5 is being made to disclose the consummation 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 1-6 Daejang-ri, Soyi-myeon, Eumseong-gun, Chungcheongbuk-do, Korea 369-872. 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 1-6 Daejang-ri, Soyi-myeon, Eumseong-gun, Chungcheongbuk-do, Korea 369-872. 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 (filed as Exhibit 99.3 to the Issuer's Form 8-K dated May 3, 2011, and incorporated by reference herein). In accordance with the terms of the Stock Transfer Agreement, on June 2, 2011, Samick acquired from Sellers 368,554 shares of Ordinary Common Stocks converted from Class A common stock, par value $.001 per share ("Class A Common Stock"), owned by Sellers, at a price of $56 per share, for an aggregate purchase price of $20,639,024. Samick provided 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. (b)-(d) Not applicable. (e)-(f) Upon consummation of the transaction pursuant to the Stock Transfer Agreement, all of the outstanding Class A Common Stock was converted into Ordinary Common Stock with one vote per share. (g)-(j) Not applicable. In addition to 368,554 Shares acquired 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 June 2, 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, 4,013,254 Shares, representing approximately 33.2% of the Issuer's issued and outstanding shares (on the basis of a total of 12,099,512 Shares, determined by adding (1) 11,621,560 Shares outstanding as of May 6, 2011, and (ii) 477,952 Shares converted from the equal number of Class A Common Stock outstanding as of May 6, 2011, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2011). All Reporting Persons as a group. The Reporting Persons may be deemed to beneficially own, in the aggregate, 244,700 Shares, representing approximately 2.0% of the Issuer's outstanding Shares (on the basis of a total of 12,099,512 Shares, determined by adding (1) 11,621,560 Shares outstanding as of May 6, 2011, and (ii) 477,952 Shares converted from the equal number of Class A Common Stock outstanding as of May 6, 2011, as reported by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2011). (b) Samick has sole voting power and sole dispositive power with regard to the 3,768,554 Shares it has acquired and holds as of June 2, 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 approximately 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. There is no other agreement or understanding between any of the Reporting Persons and ValueAct with respect to any securities of the Issuer after the consummation of the Stock Purchase Agreement. As a result, the Reporting Persons are no longer deemed to be members of a group with ValueAct or any of its affiliates. 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. 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: June 2, 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 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Steinway Musical Instruments, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 2nd day of June, 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; Director Hyung Guk Kim Co-CEO; Director Kang Log Lee 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 1-6 Daejang-ri, Soyi-myeon, Eumseong-gun, Chungcheongbuk-do, Korea 369-872. 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, Director Jong Ok Bae 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.