UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,158,545 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)
36.2% 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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 100,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,258,545 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)
37.1% 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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,158,545 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)
36.2% 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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,158,545 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)
36.2% 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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,158,545 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)
36.2% 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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,158,545 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)
36.2% 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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,158,545 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)
36.2% 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 4,158,545 See Item 5.
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 101,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,158,545 See Item 5.
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,259,545 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)
37.1% 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 6 to the Schedule 13D ("Amendment No. 6") is being
filed on behalf of each of the Reporting Persons to correct the miscalculation
of each of the Reporting Persons' beneficial ownership of the Company's Common
Stock as a result of the Reporting Persons' beneficial ownership of the
Company's Series B Preferred Stock, as reported in Amendment No. 5. Based upon
the Reporting Persons' recalculation of the accrued and accumulated dividends on
the Series B Preferred Stock, this Amendment No. 6 is being filed to restate
Item 5 of the Schedule 13D to reflect (i) the Reporting Persons' recalculated
beneficial ownership of the Company's Common Stock, as of October 20, 1999, and
(ii) the corrected Conversion Number (as defined in Amendment No. 5) with
respect to the listed Dividend Payment Dates. The Reporting Persons do not
believe that their respective reported beneficial ownership percentage of the
Company's Common Stock as a result of the above-referenced recalculation differs
materially from their respective reported beneficial ownership percentage of the
Company's Common Stock set forth in Amendment No. 5.
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 Series B Preferred Stock is convertible is subject to
adjustment in accordance with the antidilution provisions contained in the
Series B Certificate.
<PAGE>
11
Based on a Conversion Price of $5.9375 and the Redemption Value
per share of Series B Preferred Stock through [October 20, 1999], and without
taking into account any applicable antidilution adjustments, the shares of
Series B Preferred Stock are convertible into, as of October 20, 1999, an
aggregate of 2,142,545 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 2,175,237
February, 2000 2,262,247
May, 2000 2,352,737
August, 2000 2,446,846
November, 2000 2,544,720
February, 2001 2,659,233
May, 2001 2,778,898
August, 2001 2,903,948
November, 2001 3,034,626
February, 2002 3,171,184
May, 2002 3,313,888
August, 2002 3,463,013
November, 2002 3,618,848
Because there is no mandatory redemption date or mandatory
conversion date with respect to the Series B Preferred Stock, it is not
practical to
<PAGE>
12
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, in
accordance with Rule 13d-3(d), of the percentage of shares of outstanding Common
Stock beneficially owned by Morgado.
<PAGE>
13
Based on the relationships described in Item 2 of the Schedule
13D, as of October 20, 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 4,158,545 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
36.2% 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 4,259,545 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 37.1% 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 4,258,545
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 37.1% 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 4,158,545 shares of Common Stock beneficially owed by MAC as
of the date of this Amendment No. 5. In addition to the 4,158,545 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 or since Amendment No. 4 was filed.
<PAGE>
14
(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 20, 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
