0001214659-11-002158.txt : 20110627 0001214659-11-002158.hdr.sgml : 20110627 20110627172042 ACCESSION NUMBER: 0001214659-11-002158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110627 DATE AS OF CHANGE: 20110627 GROUP MEMBERS: JONG SUP KIM GROUP MEMBERS: OPUS FIVE INVESTMENT 1, LP GROUP MEMBERS: OPUS FIVE INVESTMENT, LLC GROUP MEMBERS: SAM SONG CASTER 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: 11933781 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 s623110sc13da6.txt AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) 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 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 (2) See Item 2 and 5 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 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 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 (2) See Item 2 and 5 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 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 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 (2) See Item 2 and 5 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 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 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 (2) See Item 2 and 5 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 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 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 (2) See Item 2 and 5 in Amendment No. 5 filed by Reporting Persons on June 7, 2011 SCHEDULE 13D THIS AMENDMENT NO. 6 amends the statement on Amendment No. 5 on June 7, 2011 ("Amendment No. 5") by Reporting Persons. Due to a clerical error, Amendment No. 5 incorrectly identified as a director of Samick Musical Instruments Co., Ltd. ("Samick") a certain individual who no longer held such position. This Amendment amends Item 2 below and does not modify any other information previously reported on Amendment No. 5. 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. Item 2. Identity and Background Amendment No. 5 incorrectly identified Soo Kyung Jung as a director of Samick. To correct the aforementioned clerical error, Schedule A attached to Amendment 5 is hereby amended and restated in its entirety as set forth in Schedule A attached hereto. 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 24, 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 Lee Co-CEO; Director Kang Log Lee Director Kwan Soon Jang 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. EX-99 2 ex99_1.txt JOINT FILING AGREEMENT Exhibit 99.1 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 24th 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