UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
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
December 12, 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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 100,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3%
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 2,016,000
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 101,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 2,016,000
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,117,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
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), as amended on July 17, 1998 ("Amendment No. 2") and as amended on July 24,
1998 ("Amendment No. 3"). 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 four to the Schedule 13D ("Amendment No. 4") 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 pursuant to the terms of the Warrant. The change in each of the Reporting
Persons beneficial ownership percentage of the Company's Common Stock reported
herein constitutes less than a one percent increase from the reported beneficial
ownership percentage in Amendment No. 3. Accordingly, the Reporting Persons do
not believe the change in beneficial ownership reported herein should be deemed
material under Rule 13d-2(a).
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.
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.
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
<PAGE>
11
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). 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.
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 2,016,000 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, 6,626,099 shares of Common Stock outstanding on
December 31, 1998, represents approximately 23.3% 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 2,117,000 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, 6,626,099 shares of Common Stock outstanding on
December 31, 1998, represents approximately 24.2% 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 2,116,000 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, 6,626,099 shares of Common Stock outstanding on
December 31, 1998, represents approximately 24.2% 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 2,016,000 shares of Common Stock beneficially owed by MAC. In
addition to the 2,016,000 shares of Common Stock over which Morgado and Maroley
share voting
<PAGE>
12
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>
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: February 11, 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/ 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/ Obed Aboodi
---------------
ODED ABOODI by Richard D. Goldstein
as Attorney-In-Fact
/s/ Richard D. Goldstein
------------------------
RICHARD D. GOLDSTEIN
/s/ Bruce M. Greenwald
----------------------
BRUCE M. GREENWALD by Richard D.
Goldstein as Attorney-In-Fact
/s/ Robert J. Morgado
---------------------
ROBERT J. MORGADO
