UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
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
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.)
<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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
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
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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 100,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,217,354 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)
36.9% See Item 5.
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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
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>
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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
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
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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
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
<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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
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
<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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
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
<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 4,117,354 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 101,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,117,354 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,218,354 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)
36.9% See Item 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 to date. 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 5 to the Schedule 13D ("Amendment No. 5") 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. 5 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 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.
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
<PAGE>
11
Series B Preferred Stock is convertible is subject to adjustment in accordance
with the antidilution provisions contained in the Series B Certificate.
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:
Dividend Payment Date Conversion Number
--------------------- -----------------
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
<PAGE>
12
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:
Issuance Anniversary Date Exercise Number
------------------------- ---------------
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
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,
<PAGE>
13
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, as of October 13, 1999, (i) each of MAC, AEP, LP, Maroley, AEP, LLC,
Aboodi, Goldstein, and Greenwald may be deemed to share beneficial ownership of
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 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), (ii) Morgado may be deemed to beneficially own an aggregate
of 4,218,354 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 Stock outstanding on August 16, 1999, represents approximately 36.9% 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 4,217,354
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 Stock
outstanding on August 16, 1999, represents approximately 36.9% 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. 5 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. 5, (ii) the change in beneficial
ownership due to any Conditional Annual Warrant Increase after the date of this
Amendment No. 5 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 MAC as
of the date of this Amendment No. 5. In addition to the 4,117,354 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
<PAGE>
14
or has effected any transaction in shares of Common Stock during the preceding
60 days or since Amendment No. 4 was filed.
(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: October 13, 1999
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/ Robert J. Morgado
---------------------
Name: Robert J. Morgado
Title: Chairman
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/ Robert J. Morgado
---------------------
Name: Robert J. Morgado
Title: Chairman
/s/ Oded Aboodi by Richard D. Goldstein
----------------------------------------------
ODED ABOODI by Richard D. Goldstein
as Attorney-In-Fact
/s/ Richard D. Goldstein
----------------------------------------------
RICHARD D. GOLDSTEIN
/s/ Bruce M. Greenwald by Richard D. Goldstein
----------------------------------------------
BRUCE M. GREENWALD by Richard D.
Goldstein as Attorney-In-Fact
/s/ Robert J. Morgado
----------------------------------------------
ROBERT J. MORGADO
