-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PQDBEzUXNN/IZl142FdUAoLhW0rSS57I+/bIpgEDuzH75zkCYVsrfUcy5DOO1eZA 4eYdBZwVOv0ZU4l+Oh7MMQ== 0000950142-99-000129.txt : 19990217 0000950142-99-000129.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950142-99-000129 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981201 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM ENTERTAINMENT INC CENTRAL INDEX KEY: 0000883558 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS, NEC [5099] IRS NUMBER: 363802328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: SEC FILE NUMBER: 000-27852 FILM NUMBER: 99539939 BUSINESS ADDRESS: STREET 1: 2001 BUTTERFIELD RD STREET 2: STE 1400 CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 7087690033 MAIL ADDRESS: STREET 1: 2001 BUTTERFIELD RD CITY: DOWNERS GROVE STATE: IL ZIP: 60515 COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN RICHARD D CENTRAL INDEX KEY: 0001051763 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126415025 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 5 1 FORM 5
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 - ------------------------------------------------------------------- FORM 5 OMB APPROVAL - ------------------------------------------------------------------- [ ] CHECK THIS BOX IF NO LONGER OMB Number: 3235-0362 SUBJECT TO SECTION 16. FORM 4 Expires: September 30, 1998 OR FORM 5 OBLIGATIONS MAY Estimated average burden CONTINUE. SEE INSTRUCTION 1(B). hours per response .... 1.0 [ ] FORM 3 HOLDINGS REPORTED [ ] FORM 4 TRANSACTIONS REPORTED - --------------------------------
1. Name and Address of Reporting Person * Goldstein Richard D. (Last) (First) (Middle) c/o Alpine Equity Partners L.P., 1285 Avenue of the Americas, 21st Floor (Street) New York NY 10019 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Platinum Entertainment, Inc./PTET 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement of Month/Year December 1998 5. If Amendment, Date or Original (Month/Year) 6. Relationship of Reporting Person to Issuer (Check all applicable) Director X(5 10% Owner ----- ----- Officer (give title Other ----- below) ----- (specify below) -------------------------------------------- 7. Individual or Join/Group Filing (Check Applicable Line) X Form filed by One Reporting Person ----- Form filed by More than One Reporting Person -----
TABLE I-- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security 2. Transaction 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature (Instr. 3) Date action or Disposed of (D) Securities ship of In- Code (Instr. 3, 4 and 5) Beneficially Form: direct (Month/ (Instr. 8) Owned at Direct Bene- Day/ ------------- ------------------------- End of (D) ficial Year) (A) Month Indirect Owner- Code Amount or Price (Instr. 3 (I) ship (D) and 4) (Instr. 4) (Instr. 4) - ----------------------------- -------------- ------------- ---------- --- ------- ----------------- ------------ ----------- - ----------------------------- -------------- ------------- ---------- --- ------- ----------------- ------------ ----------- (Over) * If the form is filed by more than one reporting person, SEE Instruction 4(b)(v). SEC 1474 9-96)
FORM 4 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriv- 6. Date Exer- Security (Instr. 3) sion or action tion Code ative Securities Ac- cisable and Ex- Exercise Date (Instr. 8) quired (A) or Dis- piration Date Price of posed of (D) Deriv- (Month/ (Instr. 3, 4 and 5) (Month/Day/ ative Day/ Year) Secur Year) ------------- ------------------------- ---------------------- Code (A) (D) Date Expira- Exer- tion cisable Date - -------------------------------------- ------------- ----------- ------------- ----------- ----------- ----------- --------- Common Stock Purchase Warrant (1) (2) J(2) (2) (3) (3) - -------------------------------------- ------------- ----------- ------------- ----------- ----------- ----------- --------- 7. Title and Amount of 8. Price 9. Number 10. Owner- 11. Na- Underlying Securities Deriv of Deriv- ship ture ative ative Form of In- (Instr. 3 and 4) Secur- Secur- of De- direct ity ities rivative Bene- (Instr. Bene Secu- ficial 5) ficially rity: Own- Owned Direct ership - -------------------------------------- at End (D) or (Instr. 4) Amount or of Indi- Title Number of Month rect (I) Shares (Instr. 4) (Instr. 4) - --------------------- --------------- ------------- ------------- ------------- -------------- 2,016,000 Common Stock (2) (2) (2) I (4) - --------------------- --------------- ------------- ------------- ------------- --------------
Explanation of Responses: (1) Common Stock underlying the Common Stock Purchase Warrant (the "Warrant") may be purchased at a price (the "Exercise Price") equal to the lesser of (i) $6.25 per share of Common Stock (the "Initial Warrant Exercise Price") and (ii) 82.5% of the average of the daily closing price per share of Common Stock for the 30 consecutive trading days following the public release by Platinum Entertainment, Inc. (the "Company") of its consolidated earnings statement for the 1998 fiscal year. Notwithstanding the foregoing, if at any time prior to the expiration of the Thirty Day Period, no shares of the Company's Series B Convertible Preferred Stock remain outstanding, the Exercise Price will be the Initial Warrant Exercise Price. (2) The Warrant was acquired by MAC on December 12, 1997 pursuant to the terms of the Investment Agreement (the "Investment Agreement"), dated December 12, 1997, among the Company, MAC Music LLC ("MAC") and SK-Palladin Partners, LP. The acquisition was previously reported by the Reporting Person on a Form 3 pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended. Such Form 3 reported that the Warrant was initially exercisable into one million eight hundred thousand (1,800,000) shares of Common Stock, subject to adjustment under certain circumstances. Pursuant to the terms of the Warrant, on each anniversary of the date of issuance of the Warrant, if any shares of the Company's Series B Convertible Preferred Stock remain outstanding, then upon each such anniversary, the number of shares of Common Stock issuable upon exercise of the Warrant is increased by an amount equal to 12% of the number of shares of Common Stock issuable upon exercise of the Warrant (each such 12% increase, a "Conditional Annual Increase") (calculated without giving effect to any prior Conditional Annual Increase). As of December 12, 1998, shares of the Company's Series B Convertible Preferred Stock remained outstanding and, accordingly, on December 12, 1998, the Warrant became exercisable into an aggregate of two million sixteen thousand (2,016,000) shares of Common Stock, subject to adjustment under certain circumstances. Thus, the change in beneficial ownership with respect to Common Stock issuable upon exercise of the Warrant reported herein reflects the increase in the number of shares of Common Stock issuable upon exercise of the Warrant as described above. (3) The Warrant is exercisable at any time on or after December 12, 1997 until October 31, 2007. (4) Owned by MAC. The Reporting Person, in his capacity as an executive officer of Alpine Equity Partners L.L.C. ("AEP, LLC"), which is the general manager of Alpine Equity Partners L.P. ("AEP, LP"), which is a managing member of MAC, shares voting and investment discretion with the other executive officers of AEP, LLC with respect to securities beneficially owned by AEP, LLC and, therefore, may be deemed to be the beneficial owner of securities owned by MAC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest in MAC through his pecuniary interest in AEP, LP. (5) The Reporting Person disclaims beneficial ownership of any securities owned by MAC, except as provided in Note 4 above. **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, SEE Instruction 6 for procedure. /s/ Richard D. Goldstein February 11, 1999 - ----------------------------------------------- --------------------- **Signature of Reporting Person Date Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. Page 2 SEC 2270 (9-96) -----END PRIVACY-ENHANCED MESSAGE-----