<PAGE> 1
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)
MARK J. SCHWARTZ
c/o Palladin Capital Group, Inc.
One Rockefeller Plaza
10th Floor
New York, New York 10020
(212) 218-6812
---------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
with a copy to
JERRY L. SHULMAN, ESQ.
Williams & Connolly
725 12th Street, N.W.
Washington, D.C. 20005
October 13, 1999
---------------------------------------
(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.)
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2
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
SK-Palladin Partners, LP
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
NUMBER OF
SHARES
BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 8 SHARED VOTING POWER
EACH 4,117,354 See Item 5.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,117,354 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,117,354 See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0% See Item 5.
14 TYPE OF REPORTING PERSON
PN
<PAGE> 3
3
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
SK-Palladin Holdings, LP
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
NUMBER OF
SHARES
BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 8 SHARED VOTING POWER
EACH 4,117,354 See Item 5.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10 SHARED DISPOSITIVE POWER WITH
WITH 4,117,354 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,117,354 See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0% See Item 5.
14 TYPE OF REPORTING PERSON
PN
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4
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
SK-Palladin Gen Par, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
NUMBER OF
SHARES
BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 8 SHARED VOTING POWER
EACH 4,117,354 See Item 5.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,117,354 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,117,354 See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0% See Item 5.
14 TYPE OF REPORTING PERSON
CO
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5
CUSIP No. 727909103
1 NAME OF REPORTING PERSON
Mark J. Schwartz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, 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
NUMBER OF
SHARES
BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 8 SHARED VOTING POWER
EACH 4,117,354 See Item 5.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,117,354 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,117,354 See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0% See Item 5.
14 TYPE OF REPORTING PERSON
IN
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6
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"). 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 1 to the Schedule 13D ("Amendment No. 1") is
being filed on behalf of each of the Reporting Persons to report changes in each
of the Reporting Persons beneficial ownership percentage of the Company's Common
Stock as a result of the Reporting Persons' beneficial ownership of the
Company's Series B Preferred Stock, which stock was acquired on December 12,
1997 pursuant to the Investment Agreement. At the time of the filing of the
Schedule 13D through October 12, 1999, each of the Reporting Persons, pursuant
to Rule 13d-3(d) of the Securities Act of 1934, as amended (the "34 Act"), were
deemed to beneficially own zero (0) shares of Common Stock in connection with
the conversion of shares of Series B Preferred Stock because the Series B
Preferred Stock was not convertible into Common Stock until December 12, 1999.
However, as of October 13, 1999, Rule 13d-3(d) requires that the Company's
Common Stock into which the Series B Preferred Stock beneficially owned by the
Reporting Persons be included in the determination of the Reporting Persons'
beneficial ownership of the Company's Common Stock. Accordingly, this Amendment
No. 1 is being filed to reflect the Reporting Persons' beneficial ownership of
the Company's Common Stock, as of October 13, 1999, taking into account the
number of shares of Common Stock into which the Series B Preferred Stock is
convertible based upon the aggregate Redemption Value of the Series B Preferred
Stock as of October 12, 1999.
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:
"(a) On December 12, 1997, the Company issued to Palladin, and
Palladin acquired, the Warrant and the Series B Preferred Stock.
Under the Series B Certificate, a holder of Series B
Preferred Stock has the right to convert each share of Series B Preferred Stock,
at the option of the holder, at any time or times, commencing two years from the
date of the issuance of the Series B Preferred Stock, into that number of shares
of Common Stock equal to the quotient obtained by dividing the Redemption Value
per share by the Conversion Price. In addition, the number of shares of Common
Stock into which each share of Series B Preferred Stock is convertible is
subject to adjustment in accordance with the antidilution provisions contained
in the Series B Certificate.
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7
Based on a Conversion Price of $5.9375 and the Redemption
Value per share of Series B Preferred Stock through October 12, 1999, and
without taking into account any applicable antidilution adjustments, the shares
of Series B Preferred Stock are convertible into, as of October 13, 1999, an
aggregate of 2,101,354 shares of the Company's Common Stock.
However, the number of shares of Common Stock into which
the Series B Preferred Stock is convertible (the "Conversion Number") is subject
to adjustment pursuant to (i) an increase in Redemption Value per share of
Series B Preferred Stock as a result of the accretion of accrued and unpaid
dividends in accordance with the Series B Certificate and (ii) the applicability
of the antidilution provisions contained in the Series B Certificate. For
example, (i) assuming that no shares of Series B Preferred Stock are converted
or redeemed in accordance with the Series B Certificate, (ii) assuming dividends
remain unpaid and accrete on the Series B Preferred Stock on each Dividend
Payment Date (as defined in the Series B Certificate) in accordance with the
Series B Certificate beginning in November 1999 and (iii) without taking into
account the applicability of the antidilution provisions contained in the Series
B Certificate, the Series B Preferred Stock would be convertible into the
aggregate number of shares of Common Stock set forth below on the Dividend
Payment Date set forth below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Dividend Payment Date Conversion Number
--------------------- -----------------
- -----------------------------------------------------------------------------------------------------------
<S> <C>
November, 1999 2,134,945
- -----------------------------------------------------------------------------------------------------------
February, 2000 2,206,821
- -----------------------------------------------------------------------------------------------------------
May, 2000 2,279,532
- -----------------------------------------------------------------------------------------------------------
August, 2000 2,352,986
- -----------------------------------------------------------------------------------------------------------
November, 2000 2,427,116
- -----------------------------------------------------------------------------------------------------------
February, 2001 2,511,263
- -----------------------------------------------------------------------------------------------------------
May, 2001 2,596,564
- -----------------------------------------------------------------------------------------------------------
August, 2001 2,682,845
- -----------------------------------------------------------------------------------------------------------
November, 2001 2,769,994
- -----------------------------------------------------------------------------------------------------------
February, 2002 2,857,999
- -----------------------------------------------------------------------------------------------------------
May, 2002 2,947,287
- -----------------------------------------------------------------------------------------------------------
August, 2002 3,037,602
- -----------------------------------------------------------------------------------------------------------
November, 2002 3,128,786
- -----------------------------------------------------------------------------------------------------------
</TABLE>
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8
Because there is no mandatory redemption date or mandatory
conversion date with respect to the Series B Preferred Stock, it is not
practical to estimate the absolute maximum number of shares into which the
Series B Preferred Stock is convertible.
The number of shares of Common Stock issuable upon exercise of
the Warrant is initially one million eight hundred thousand (1,800,000), 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
Series B 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 (calculated without giving effect to any
prior 12% annual increase) (each such adjustment, a "Conditional Annual Warrant
Increase"). As of December 12, 1998, shares of the Series B Preferred Stock
remained outstanding and thus the Warrant may be exercised at any time through
October 31, 2007 to purchase an aggregate of two million sixteen thousand
(2,016,000) shares of Common Stock, subject to adjustment under certain
circumstances.
Assuming the Warrant is not exercised or expired and that
shares of Series B Preferred Stock remain outstanding, and without taking into
effect the antidilution provisions contained in the Warrant, then as of the
issuance anniversary date set forth below, the Warrant would be exercisable into
the aggregate number (the "Exercise Number") of shares of Common Stock set forth
below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Issuance Anniversary Date Exercise Number
------------------------- ---------------
- -----------------------------------------------------------------------------------------------------------
<S> <C>
December 12, 1999 2,232,000
- -----------------------------------------------------------------------------------------------------------
December 12, 2000 2,448,000
- -----------------------------------------------------------------------------------------------------------
December 12, 2001 2,664,000
- -----------------------------------------------------------------------------------------------------------
December 12, 2002 2,880,000
- -----------------------------------------------------------------------------------------------------------
December 12, 2003 3,096,000
- -----------------------------------------------------------------------------------------------------------
December 12, 2004 3,312,000
- -----------------------------------------------------------------------------------------------------------
December 12, 2005 3,528,000
- -----------------------------------------------------------------------------------------------------------
December 12, 2006 3,744,000
- ------------------------------------------------------ ----------------------------------------------------
</TABLE>
Based on the relationships described in Item 2 of the Schedule
13D, as of October 13, 1999, each of the Reporting Persons may be deemed to
beneficially own an aggregate of 4,117,354 shares of Common Stock, which, based
on calculations made in accordance with Rule 13d-3(d), and there being, based on
information obtained from the Company's most recent 10-Q filing under the 34
Act, 7,313,754 shares of Common
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9
Stock outstanding on August 16, 1999, represents approximately 36.0% of the
outstanding shares of Common Stock on a diluted basis in accordance with Rule
13d-3(d).
The calculation of the Reporting Person's percentage
beneficial ownership of the Company's Common Stock set forth in this Amendment
No. 1 does not take into account (i) any change in beneficial ownership due to
the accretion of unpaid and accumulated dividends on the Series B Preferred
Stock after the date of this Amendment No. 1, (ii) the change in beneficial
ownership due to any Conditional Annual Warrant Increase after the date of this
Amendment No. 1 or (iii) the applicability of the antidilution provisions
contained in the Warrant or the Series B Certificate.
(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 4,117,354 shares of Common Stock beneficially owed by
Palladin as of the date of this Amendment No. 1.
(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."
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10
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: October 15, 1999
SK-PALLADIN PARTNERS, LP
By: SK-Palladin Holdings, LP,
its general partner
By: SK-Palladin Gen Par, Inc.
By: /s/ Mark J. Schwartz
---------------------------
Name: Mark J. Schwartz
Title: President and Chief
Executive Officer
SK-PALLADIN HOLDINGS, LP
By: SK-Palladin Gen Par, Inc.
By: /s/ Mark J. Schwartz
------------------------
Name: Mark J. Schwartz
Title: President and Chief
Executive Officer
SK-PALLADIN GEN PAR, INC.
By: /s/ Mark J. Schwartz
----------------------------
Name: Mark J. Schwartz
Title: President and Chief
Executive Officer
/s/ Mark J. Schwartz
----------------------------
Mark J. Schwartz
