UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
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 1,800,000
WITH
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)
23.1%
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 100,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,800,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 100,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 1,800,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,900,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1%
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 1,800,000
WITH
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)
23.1%
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 1,800,000
WITH
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)
23.1%
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 1,800,000
WITH
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)
23.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
7
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Richard D. Goldstien
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 1,800,000
WITH
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)
23.1%
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 1,800,000
WITH
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)
23.1%
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 1,800,000
WITH
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)
24.1%
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 ("Amendment No.
1), and as amended on July 17, 1998 ("Amendment No. 2"). 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 three to the Schedule 13D ("Amendment No.
3") is being filed on behalf of each of the Reporting Persons to correct
Amendment No. 2, to report (i) Maroley Media Group LLC, not Morgado in his
individual capacity, acquired 100,000 shares of Common Stock on June 29, 1998
(the "Shares"), (ii) the Shares were acquired directly from the Company in a
private issuance transaction at a price per share of $6.75, which price was
equal to the closing price of the Common Stock on the Nasdaq Stock Market on
June 29, 1998, (iii) the statements in Amendment No. 2 by Morgado, to the best
of his knowledge, with respect to Lipsher's acquisition of Common Stock and the
Lipsher Warrant, are hereby imputed to Maroley, and (iv) changes in each of the
Reporting Persons beneficial ownership percentage of the Company's common stock
based on the number of shares of Common Stock outstanding as of July 23, 1998,
to the best knowledge of the Reporting Persons based on information obtained
from the Company.
Item 3. Source and Amount of Funds and other Consideration.
---------------------------------------------------
Item 3 to the Schedule 13D is hereby amended and supplemented as
follows:
The Shares were acquired by Maroley directly from the Company in
a private issuance transaction at a price per share of $6.75, which price was
equal to the closing price of the Common Stock on the Nasdaq Stock Market on
June 29, 1998. The aggregate purchase price of $675,000 for the Shares was paid
by Maroley from a capital contribution made by Morgado.
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,
<PAGE>
11
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, (ii) Maroley may sell, all or a
portion of the Common Stock acquired by it on 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:
Maroley's June 29, 1998 acquisition of Common Stock was made for
investment purposes.
Morgado and Maroley disclaim that either of them acted as a group
with Lipsher in connection with Lipsher's acquisition of Common Stock and the
Lipsher Warrant, as described in Amendment No. 2, and affirm that Morgado and
Maroley presently have 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 and Maroley disclaim 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 Amendment
No. 2. 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, Maroley or Lipsher in connection with the acquisition of
Common Stock and the Lipsher Warrant described in Amendment No. 2, as the same
is corrected by this Amendment No. 3.
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>
12
"(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, Maroley acquired 100,000 shares directly from
the Company in a private issuance transaction.
Maroley and Morgado disclaim 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 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.
Based on the relationships described in Item 2 of the Schedule
13D, (i) each of MAC, AEP, LP, Maroley, AEP, LLC, Aboodi, Goldstein, and
Greenwald may be deemed to share beneficial ownership, 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, to the best knowledge of the Reporting Persons
based on information obtained from the Company, 5,985,244 shares of Common Stock
outstanding on July 23, 1998, represents approximately 23.1% of the outstanding
shares of Common Stock on a diluted basis in accordance with Rule 13d-3(d), (ii)
Morgado may be deemed to beneficially own an aggregate of 1,901,000 shares of
Common Stock, and based on calculations made in accordance with Rule 13d-3(d),
and there being, to the best knowledge of the Reporting Persons based on
information obtained from the Company, 5,985,244 shares of Common Stock
outstanding on July 23, 1998, represents approximately 24.1% of the outstanding
shares of Common Stock on a diluted basis in accordance with Rule 13d-3(d), and
(iii) Maroley may be deemed to own an aggregate of 1,900,000 shares of Common
Stock, and based on calculations made in accordance with Rule 13d-3(d), and
there being, to the best knowledge of the Reporting Persons based on information
obtained from the Company, 5,985,244 shares of Common Stock outstanding on July
23, 1998, represents approximately
<PAGE>
13
24.1% 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 and Maroley
share voting and investment discretion as described above, each of Morgado and
Maroley, respectively, has sole power to direct the voting and disposition of
the 101,000 shares and 100,000 shares, respectively, of Common Stock.
(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>
14
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 24, 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>
15
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
<PAGE>
