UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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
May 15, 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 OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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 OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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 OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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 OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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
Obed 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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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
Lisa A. Hook
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
10
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 OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,800,000
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
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>
11
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 on December 22, 1997 with respect to the Common Stock, par
value $.001 per share (the "Common Stock"), of Platinum Entertainment, Inc. (the
"Company"). 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 No. 1 to the Schedule 13D is being filed to report that
Lisa A. Hook has ceased to be a beneficial owner of Common Stock beneficially
owned by MAC due to her resignation as an executive officer of AEP, LLC, the
general partner of AEP, LP, which, in turn, is a managing member of MAC.
Item 2. Identity and Background.
Item 2 to the Schedule 13D is hereby amended and supplemented as
follows:
Effective as of May 15, 1998, Hook resigned as Senior Vice President
and Managing Director of AEP, LLC and as of such date ceased to be an officer or
director of AEP, LLC. Effective with her resignation, Hook ceased having the
ability to direct the investment and voting decisions of AEP, LLC, and therefore
does not share investment and voting discretion with respect to securities
beneficially owned by AEP, LLC. Accordingly, pursuant to the regulations
promulgated under Section 13(d) of the Securities Exchange Act of 1934,
effective as of May 15, 1998 Hook no longer may be deemed a beneficial owner of
the Common Stock beneficially owned by MAC. Hook will no longer be included as a
Reporting Person in any subsequent amendments to this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Section (b) of Item 5 to the Schedule 13D is hereby amended and
restated to read in its entirety as follows:
(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, other than Hook, 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.
Item 7. Material To Be Filed as Exhibits.
The information set forth in Item 7 of the Schedule 13D is hereby
amended and supplemented by the following:
<PAGE>
12
7. Amended and Restated Joint Filing Agreement, dated as of June 19,
1998, among MAC Music LLC, Maroley Media Group LLC, Alpine Equity Partners L.P.,
Alpine Equity Partners L.L.C., Oded Aboodi, Richard D. Goldstein, Bruce M.
Greenwald, Lisa A. Hook and Robert J. Morgado.
<PAGE>
13
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: June 19, 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>
14
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
---------------
ODED ABOODI
/s/ Richard D. Goldstein
------------------------
RICHARD D. GOLDSTEIN
/s/ Bruce M. Greenwald
----------------------
BRUCE M. GREENWALD
/s/ Lisa A. Hook
----------------
LISA A. HOOK
/s/ Robert J. Morgado
---------------------
ROBERT J. MORGADO
<PAGE>
15
EXHIBIT INDEX
The Exhibit Index to the Schedule 13D is hereby amended and
supplemented by the following:
Page No.
7. Amended and Restated Joint Filing Agreement, dated as of June
19, 1998, among MAC Music LLC, Maroley Media Group LLC, Alpine
Equity Partners L.P., Alpine Equity Partners L.L.C., Oded
Aboodi, Richard D. Goldstein, Bruce M. Greenwald, Lisa A. Hook
and Robert J. Morgado.
Exhibit 7
AMENDED AND RESTATED JOINT FILING AGREEMENT
Reference is made to the Joint Filing Agreement (the "Joint Filing
Agreement"), dated as of December 19, 1997, among the undersigned. The Joint
Filing Agreement is hereby amended and restated to read in its entirety, as
follows:
1. The undersigned hereby agree that Amendment No. 1 ("Amendment No.
1") to the statement on Schedule 13D (the "Schedule 13D") with respect to the
Common Stock of Platinum Entertainment, Inc., dated December 22, 1997, signed by
each of the undersigned shall be filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
2. The undersigned hereby agree that because, as described in Amendment
No. 1, Lisa A. Hook is no longer deemed to have beneficial ownership (as that
term is used in the rules and regulations promulgated under the Exchange Act) of
Common Stock, par value $.001 per share, of Platinum Entertainment, Inc.
beneficially owned by any of the other parties hereto, any subsequent amendment
to the Schedule 13D signed by the undersigned (other than Lisa A. Hook) to be
filed on behalf of each of the undersigned (other than Lisa A. Hook) shall be
filed on behalf of such persons pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Exchange Act.
3. Each of Oded Aboodi, Richard D. Goldstein, and Bruce M. Greenwald
constitutes and appoints each of Oded Aboodi, Richard D. Goldstein and Bruce M.
Greenwald, singly, such person's true and lawful attorney-in-fact and agents,
with full power of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities to sign any and all
amendments (including Amendment No. 1) to the Schedule 13D filed pursuant to the
Exchange Act, and to file the same with all exhibits thereto, and the other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and things requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
4. This Joint Filing Agreement shall be included as an Exhibit to the
joint filing of Amendment No. 1 to the Schedule 13D authorized by paragraph 1
above.
[Rest of Page Intentionally Left Blank]
<PAGE>
2
5. This Agreement may be executed in one or more counterparts.
Dated: as of June 19, 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
ALPINE EQUITY PARTNERS L.L.C.
By: /s/ Richard D. Goldstein
------------------------
Name: Richard D. Goldstein
Title: Executive Vice President
<PAGE>
3
MAROLEY MEDIA GROUP LLC
By: /s/ Andrew B. Lipsher
---------------------
Name: Andrew B. Lipsher
Title: Executive Vice President
/s/ Oded Aboodi
---------------
ODED ABOODI
/s/ Richard D. Goldstein
------------------------
RICHARD D. GOLDSTEIN
/s/ Bruce M. Greenwald
----------------------
BRUCE M. GREENWALD
/s/ Lisa A. Hook
----------------
LISA A. HOOK
/s/ Robert J. Morgado
---------------------
ROBERT J. MORGADO
