UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
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)
727909-10-3
___________________________________
(CUSIP Number)
*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 purpose 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>
SCHEDULE 13G
CUSIP No. 727909-10-3 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Andrew J. Filipowski
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
Not Applicable (b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 573,430(a)(d)
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 464,692(b)(c)
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 573,430(a)(d)
8 SHARED DISPOSITIVE POWER
464,692(b)(c)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,038,122(a)(b)(c)(d)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
No
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(a) Includes 36,900 shares which Mr. Filipowski has the right to acquire
pursuant to the exercise of vested stock options held by Mr. Filipowski.
(b) Includes 99,067 owned by Platinum Venture Partners I, L.P. ("PVP I").
Mr. Filipowski is the President, Chief Executive Officer and a shareholder
of the general partner of PVP I and in such capacities may be deemed to
have voting and investment power with respect to shares held by PVP I.
Mr. Filipowski disclaims beneficial ownership of such shares.
(c) Includes 365,625 shares held by Platinum Venture Partners II, L.P.
("PVP II") has the right to purchase pursuant to the exercise of a warrant
to purchase Common Stock held by PVP II, which is currently exercisable.
Mr. Filipowski is the President, Chief Executive Officer and a shareholder
of the general partner of PVP II and in such capacities may be deemed to
have voting and investment power with respect to shares held by PVP II.
Mr. Filipowski disclaims beneficial ownership of such shares.
(d) Includes 88,330 shares which Mr. Filipowski has the right to purchase
pursuant to the exercise of a warrant to purchase Common Stock (the
"Warrant") held by Mr. Filipowski, which is currently exercisable. If the
Company's Series D Convertible Preferred Stock is redeemed in full during
the twelve month period commencing on April 15, 1999, and ending on April
15, 2000, Mr. Filipowski will be required to return that portion of the
Warrant (or the equivalent shares of Common Stock representing shares
received upon exercise of the Warrant) exercisable into that number of
shares equal to (i) 883.30 shares, multiplied by (ii) the number of months
remaining in such twelve month period. In no event shall Mr. Filipowski be
required to return greater than that portion of the Warrant exercisable into
an aggregate 10,600 shares of Common Stock.
<PAGE>
This Amendment No. 1 to Schedule 13G is being filed pursuant to Rule 13d-2 under
the Securities Exchange Act of 1934, as amended. Unless otherwise indicated
herein, all capitalized terms used herein but not defined have the same meaning
set forth in the previous Schedule 13G filed by Mr. Filipowski in February 1999.
Only those items amended are included herein.
Item 4. Ownership:
(a) Amount Beneficially Owned:
1,038,122 (1)(2)(3)(4)
(b) Percent of Class:
12.3% (1)
(c) Number of shares as to which person has:
(i) Sole power to vote or to direct the vote:
573,430 (1)(4)
(ii) Shared power to vote or to direct the
vote: 464,692 (2)(3)
(iii) Sole power to dispose or to direct the
disposition of: 573,430 (1)(4)
(iv) Shared power to dispose or to direct the
disposition of: 464,692 (2)(3)
_________________
(1) Includes 36,900 shares which Mr. Filipowski has the right to acquire
pursuant to the exercise of vested stock options held by Mr. Filipowski.
(2) Includes 99,067 owned by Platinum Venture Partners I, L.P. ("PVP I").
Mr. Filipowski is the President, Chief Executive Officer and a shareholder
of the general partner of PVP I and in such capacities may be deemed to
have voting and investment power with respect to shares held by PVP I.
Mr. Filipowski disclaims beneficial ownership of such shares.
(3) Includes 365,625 shares which Platinum Venture Partners II, L.P.
("PVP II") has the right to purchase pursuant to the exercise of a warrant
to purchase Common Stock held by PVP II. Mr. Filipowski is the President,
Chief Executive Officer and a shareholder of the general partner of PVP II
and in such capacities may be deemed to have voting and investment power
with respect to shares held by PVP II. Mr. Filipowski disclaims beneficial
ownership of such shares.
(4) Includes 88,330 shares which Mr. Filipowski has the right to purchase
pursuant to the exercise of a warrant to purchase Common Stock
(the "Warrant") held by Mr. Filipowski, which is currently exercisable. If
the Company's Series D Convertible Preferred Stock is redeemed in full
during the twelve month period commencing on April 15, 1999, and ending on
April 15, 2000, Mr. Filipowski will be required to return that portion of
the Warrant (or the equivalent shares of Common Stock representing shares
received upon exercise of the Warrant) exercisable into that number of
shares equal to (i) 883.30 shares, multiplied by (ii) the number of months
remaining in such twelve month period. In no event shall Mr. Filipowski be
required to return greater than that portion of the Warrant exercisable
into an aggregate 10,600 shares of Common Stock.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February 14, 2000
/s/ ANDREW J. FILIPOWSKI
Andrew J. Filipowski
