UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PLATINUM ENTERTAINMENT, INC.
----------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
727909103
---------
(CUSIP Number)
LORRAINE E. JACKSON, ESQ.
MAC Music LLC
1285 Avenue of the Americas, 21st Floor
New York, New York 10019
(212) 641-5001
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
with a copy to
BRUCE A. GUTENPLAN, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
June 29, 1998
-----------------------------------------------------
(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 which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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 purposes 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.)
<PAGE>
2
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
MAC Music LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
3
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Maroley Media Group LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
4
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Alpine Equity Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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 OR ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
5
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Alpine Equity Partners L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
6
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Oded Aboodi
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [X]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
7
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Richard D. Goldstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
8
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Bruce M. Greenwald
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
9
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Robert J. Morgado
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 101,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 101,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 1,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,901,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
10
This statement amends and supplements, as indicated below, the
statement on Schedule 13D (the "Schedule 13D") filed by each of the above named
reporting persons (the "Reporting Persons"), on December 22, 1997 with respect
to the Common Stock, par value $.001 per share (the "Common Stock"), of Platinum
Entertainment, Inc. (the "Company"), as amended on June 19, 1998. Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the meaning ascribed to such term in the Schedule 13D.
This amendment number two to the Schedule 13D ("Amendment No. 2") is
being filed to report that Morgado, in his individual capacity, acquired 1,000
shares of the Company's Common Stock on March 12, 1996 and acquired 100,000
shares of the Company's Common Stock on June 29, 1998.
Item 2. Identity and Background.
Item 2 to the Schedule 13D is hereby amended and supplemented as
follows:
This Amendment No. 2 is being filed on behalf of each of the Reporting
Persons.
To the best knowledge of Morgado, Lipsher, an executive officer of
Maroley, (i) purchased, in Lipsher's individual capacity, an aggregate of 1,000
shares of Common Stock, in two separate purchase transactions of 500 shares on
each of May 21, 1998 and July 8, 1998, and (ii) was issued, in his individual
capacity, a stock purchase warrant by the Company on February 25, 1998,
exercisable for an aggregate of 50,000 shares of Common Stock. Because Lipsher
was identified as an executive officer of Maroley in Item 2 of the Schedule 13D,
this Amendment No. 2 reports, to the best knowledge of Morgado, the information
required by Items 2 through 6 with respect to Lipsher in connection with the
above mentioned transactions by Lipsher.
Morgado disclaims that he and Lipsher acted as a group in connection
with their respective acquisitions of Common Stock and Lipsher's acquisition of
the Lipsher Warrant, in each case as described in this Amendment No. 2, and
affirms that Morgado presently has no agreements, arrangements or
understandings, whether express or implied, with Lipsher with respect to the
holding, voting or disposing of any shares of Common Stock beneficially owned by
each of them or the acquisition of any additional shares of Common Stock.
Morgado disclaims beneficial ownership of any shares of Common Stock
deemed to be beneficially owned by Lipsher in connection with the acquisition of
Common Stock or the Lipsher Warrant described in this Amendment No. 2. In
addition, each of the other Reporting Persons disclaims beneficial ownership of
any of
<PAGE>
11
the shares of Common Stock deemed to be beneficially owned by either Morgado or
Lipsher in connection with the acquisition of Common Stock and the Lipsher
Warrant described in this Amendment No. 2.
Item 3. Source and Amount of Funds and other Consideration.
Item 3 to the Schedule 13D is hereby amended and supplemented as
follows:
On March 12, 1996, Morgado, in his individual capacity, acquired 1,000
shares of Common Stock in connection with the Company's initial public offering
of such stock at $13.00 per share, for an aggregate purchase price of $13,000.
On June 29, 1998, Morgado, in his individual capacity, acquired 100,000 shares
of Common Stock pursuant to open market purchases at $6.75 per share, for an
aggregate purchase price of $675,000. In each case, the funds used by Morgado to
pay the aggregate purchase price for such shares were obtained from Morgado's
personal funds. Morgado's March 12, 1996 acquisition of 1,000 shares of Common
Stock had been unintentionally omitted from the Schedule 13D.
To the best knowledge of Morgado, on each of May 21, 1998 and July 8,
1998, Lipsher, in his individual capacity, acquired 500 shares of Common Stock
pursuant to open market purchases at $9.00 per share and $7.50 per share,
respectively, for an aggregate purchase price of $4,500 and $3,750,
respectively. To the best knowledge of Morgado, the funds used by Lipsher to pay
the aggregate purchase price for such shares were obtained from Lipsher's
personal funds. In addition, to the best knowledge of Morgado, on February 25,
1998, the Company issued to Lipsher, in his individual capacity, the Lipsher
Warrant for an aggregate of 50,000 shares of the Company's Common Stock.
Morgado disclaims that he and Lipsher acted as a group in connection
with their respective acquisitions of Common Stock and Lipsher's acquisition of
the Lipsher Warrant, in each case as described in this Amendment No. 2, and
affirms that Morgado presently has no agreements, arrangements or
understandings, whether express or implied, with Lipsher with respect to the
holding, voting or disposing of any shares of Common Stock beneficially owned by
each of them or the acquisition of any additional shares of Common Stock.
Morgado disclaims beneficial ownership of Common Stock deemed to be
beneficially owned by Lipsher. In addition, each of the other Reporting Persons
disclaims beneficial ownership of any of the shares of Common Stock deemed to be
beneficially owned by either Morgado or Lipsher in connection with the
acquisition of Common Stock and the Lipsher Warrant described in this Amendment
No. 2.
<PAGE>
12
Item 4. Purpose of Transaction.
Item 4 to the Schedule 13D is hereby amended by striking the
penultimate paragraph thereof, and inserting in lieu thereof the following:
"Each of the Reporting Persons may from time to time acquire additional
shares of Common Stock in the open market or in privately negotiated
transactions, subject to the availability of Common Stock at prices deemed
favorable, the Company's business or financial condition and other factors and
conditions such Reporting Person deems appropriate, and pursuant to, and in
compliance with, the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended. Alternatively, (i) Morgado may sell all or a
portion of the Common Stock acquired by him on March 12, 1996 and June 29, 1998,
and (ii) each of the Reporting Persons may sell all or a portion of the Series B
Preferred Stock, Warrant or Common Stock issuable upon exercise of the Warrant
or conversion of the Series B Preferred Stock, in each case, in privately
negotiated transactions or in the open market, subject to the factors and
conditions referred to above, the terms of the Investment Agreement, the Series
B Preferred Stock, or the Warrant, as the case may be, and pursuant to, and in
compliance with, the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1943, as amended."
In addition, Item 4 to the Schedule 13D is hereby amended and
supplemented as follows:
Morgado's March 12, 1996 and June 29, 1998 acquisitions of Common Stock
were made for investment purposes. To the best knowledge of Morgado, Lipsher's
May 21, 1998 and July 8, 1998 acquisitions of Common Stock were made for
investment purposes. To the best knowledge of Morgado, Lipsher's acquisition of
the Lipsher Warrant is for investment purposes.
Morgado disclaims that he acted as a group with Lipsher in connection
with their respective acquisitions of Common Stock and Lipsher's acquisition of
the Lipsher Warrant, in each case as described in this Amendment No. 2, and
affirms that Morgado presently has no agreements, arrangements or
understandings, whether express or implied, with Lipsher with respect to the
holding, voting or disposing of any shares of Common Stock beneficially owned by
each of them or the acquisition of any additional shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 to the Schedule 13D is hereby amended and restated to read in
its entirety as follows:
<PAGE>
13
"(a) On March 12, 1996, Morgado, in his individual capacity, acquired
1,000 shares of Common Stock in connection with the initial public offering by
the Company of its Common Stock.
On December 12, 1997, the Company issued to MAC, and MAC acquired,
the Warrant and the Series B Preferred Stock. Shares of Series B Preferred Stock
are not convertible into shares of Common Stock until December 12, 1999.
Accordingly, pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934,
as amended, each of the Reporting Persons is deemed to own zero (0) shares of
Common Stock in connection with the conversion of shares of Series B Preferred
Stock. As of the date hereof, the Warrant may be exercised at any time and from
time to time on or after December 12, 1997 (but not later than October 31, 2007)
to purchase an aggregate of one million eight hundred thousand (1,800,000)
shares of Common Stock, subject to adjustment under certain circumstances.
On June 29, 1998, Morgado, in his individual capacity, acquired
100,000 shares of Common Stock in an open market purchase.
To the best knowledge of Morgado, on each of May 21, 1998 and July
8, 1998, Lipsher acquired an aggregate of 500 shares of Common Stock in open
market purchases, and on February 25, 1998, Lipsher was issued the Lipsher
Warrant by the Company exercisable for an aggregate of fifty thousand (50,000)
shares of Common Stock, subject to adjustment under certain circumstances.
Morgado disclaims that he and Lipsher acted as a group in connection with their
respective acquisitions of Common Stock and Lipsher's acquisition of the Lipsher
Warrant, in each case as described in this Amendment No. 2, and affirms that he
presently has no agreements, arrangements or understandings, whether express or
implied, with Lipsher with respect to the holding, voting or disposing of any
shares of Common Stock beneficially owned by each of them or the acquisition of
any additional shares of Common Stock. Morgado disclaims beneficial ownership of
any shares of Common Stock deemed to be beneficially owned by Lipsher in
connection with the acquisition of Common Stock or the Lipsher Warrant described
in this Amendment No. 2, and consequently, such shares are not included in the
calculation, in accordance with Rule 13d-3(d), of the percentage of shares of
outstanding Common Stock beneficially owned by Morgado.
Accordingly, (i) each of MAC, AEP, LP, Maroley, AEP, LLC, Aboodi,
Goldstein, and Greenwald may be deemed to beneficially own an aggregate of
1,800,000 shares of Common Stock, which, based on calculations made in
accordance with Rule 13d-3(d), and there being 5,275,040 shares of Common Stock
outstanding on May 18, 1998 as disclosed by the Company in its Form 10-K filed
with the Commission on May 20, 1998, represents approximately 25.4% of the
outstanding shares of Common Stock on a diluted basis in accordance with Rule
13d- 3(d), and (ii) Morgado may be deemed to beneficially own an aggregate of
1,901,000
<PAGE>
14
shares of Common Stock, which, based on calculations made in accordance with
Rule 13d-3(d), and there being 5,275,040 shares of Common Stock outstanding on
May 18, 1998 as disclosed by the Company in its Form 10-K filed with the
Commission on May 20, 1998, represents approximately 26.5% of the outstanding
shares of Common Stock on a diluted basis in accordance with Rule 13d-3(d).
(b) By virtue of the relationships between and among the Reporting
Persons described in Item 2 of this Statement on Schedule 13D, each of the
Reporting Persons may be deemed to share the power to direct the voting and
disposition of the 1,800,000 shares of Common Stock beneficially owed by MAC. In
addition to the 1,800,000 shares of Common Stock over which Morgado shares
voting and investment discretion as described above, Morgado also has sole power
to direct the voting and disposition of the 101,000 shares of Common Stock
acquired by Morgado in connection with the transactions described in this
Amendment No. 2.
(c) Except as set forth in this Schedule 13D, as amended through the
date hereof, no Reporting Person beneficially owns any shares of Common Stock or
has effected any transaction in shares of Common Stock during the preceding 60
days.
(d) and (e) Neither paragraph (d) nor paragraph (e) of Item 5 of
Schedule 13D is applicable to this filing."
<PAGE>
15
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 17, 1998
MAC MUSIC LLC
By: Alpine Equity Partners L.P.,
Managing Member
By: Alpine Equity Partners L.L.C.
General Partner
By: /s/ Richard D. Goldstein
------------------------
Name: Richard D. Goldstein
Title: Executive Vice President
By: MAROLEY MEDIA GROUP LLC,
Managing Member
By: /s/ Andrew B. Lipsher
---------------------
Name: Andrew B. Lipsher
Title: Executive Vice President
ALPINE EQUITY PARTNERS L.P.
By: Alpine Equity Partners L.L.C.,
its General Partner
By: /s/ Richard D. Goldstein
------------------------
Name: Richard D. Goldstein
Title: Executive Vice President
<PAGE>
16
ALPINE EQUITY PARTNERS L.L.C.
By: /s/ Richard D. Goldstein
------------------------
Name: Richard D. Goldstein
Title: Executive Vice President
MAROLEY MEDIA GROUP LLC
By: /s/ Andrew B. Lipsher
---------------------
Name: Andrew B. Lipsher
Title: Executive Vice President
/s/ Oded Aboodi by Richard D. Goldstein as Attorney-In-Fact
-----------------------------------------------------------
ODED ABOODI
/s/ Richard D. Goldstein
------------------------
RICHARD D. GOLDSTEIN
/s/ Bruce M. Greenwald by Richard D. Goldstein as Attorney-In-Fact
------------------------------------------------------------------
BRUCE M. GREENWALD
/s/ Robert J. Morgado
---------------------
ROBERT J. MORGADO
