c96132sc13da10.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
_________
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
 
Steinway Musical Instruments, Inc.
 
(Name of Issuer)
  
         
Ordinary Common Stock, par value $0.001
 
(Title of Class of Securities)
  
         
 
858495104
  
 
(CUSIP Number)
  
         
Hansin Kim, Esq.
Lee Anav Chung White & Kim LLP
520 S. Grand Avenue, Suite 1070
Los Angeles, California 90071
(213) 341-1602
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
     
 
September 9, 2013
 
 
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
         
 
 
 
 
CUSIP No.  858495104
13D
Page 1 of 5

   
1
NAME OF REPORTING PERSONS
 
Samick Musical Instruments Co, Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC (1)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
3,768,554 (2)
8
SHARED VOTING POWER
244,700 (2)
9
SOLE DISPOSITIVE POWER
3,768,554 (2)
10
SHARED DISPOSITIVE POWER
244,700 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,013,254 (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS  REPRESENTED BY AMOUNT IN ROW (11)  –
32.0%
14
TYPE OF REPORTING PERSON
CO
 
(1)           See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
(2)           See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
 
 
 
CUSIP No.  858495104
13D
Page 2 of 5
                         
                              
1
NAME OF REPORTING PERSONS
 
Opus Five Investment 1, LP
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (1)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 (2)
8
SHARED VOTING POWER
244,700 (2)
9
SOLE DISPOSITIVE POWER
0 (2)
10
SHARED DISPOSITIVE POWER
244,700 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700 (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS  REPRESENTED BY AMOUNT IN ROW (11)  –
2.0%
14
TYPE OF REPORTING PERSON
PN
 
(1)           See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
(2)           See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
 
 
 
CUSIP No.  858495104
13D
Page 3 of 5
                            
                               
1
NAME OF REPORTING PERSONS
 
Opus Five Investment, LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (1)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 (2)
8
SHARED VOTING POWER
244,700 (2)
9
SOLE DISPOSITIVE POWER
0 (2)
10
SHARED DISPOSITIVE POWER
244,700 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700 (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS  REPRESENTED BY AMOUNT IN ROW (11)  –
2.0%
14
TYPE OF REPORTING PERSON
PN
 
(1)           See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
(2)           See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
 
 
 
CUSIP No.  858495104
13D
Page 4 of 5
     
  
1
NAME OF REPORTING PERSONS
 
Jong Sup Kim
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (1)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 (2)
8
SHARED VOTING POWER
4,013,254 (2)
9
SOLE DISPOSITIVE POWER
0 (2)
10
SHARED DISPOSITIVE POWER
4,013,254 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,013,254 (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS  REPRESENTED BY AMOUNT IN ROW (11)  –
32.0%
14
TYPE OF REPORTING PERSON
IN
 
(1)           See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
(2)           See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
 
 
 
CUSIP No.  858495104
13D
Page 5 of 5
                           
      
1
NAME OF REPORTING PERSONS
 
Sam Song Caster Co., Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO (1)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0 (2)
8
SHARED VOTING POWER
244,700 (2)
9
SOLE DISPOSITIVE POWER
0 (2)
10
SHARED DISPOSITIVE POWER
244,700 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,700 (2)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT OF CLASS  REPRESENTED BY AMOUNT IN ROW (11)  –
2.0 %
14
TYPE OF REPORTING PERSON
CO
 
(1)           See Item 3 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
(2)           See Item 2 and 5 in Amendment No. 5 filed by the Reporting Persons on June 7, 2011.
 
 
 
 
 
This Amendment No. 10 to Schedule 13D (this “Amendment”) amends the Statement on Schedule 13D filed on November 13, 2009 by Samick Musical Instruments Co., Ltd., a Korean corporation (“Samick”), Opus Five Investment 1, LP, a California limited partnership (“Opus LP”), Opus Five Investment, LLC, a Delaware limited liability company, Jong Sup Kim and Sam Song Caster Co., Ltd., a Korean corporation (collectively, the “Reporting Persons”), as amended on April 1, 2010, October 8, 2010, December 21, 2010, May 5, 2011, June 6, 2011, June 27, 2011, February 21, 2013, July 11, 2013 and August 13, 2013 (as amended, the “Schedule 13D”).  Except as otherwise set forth herein, the information contained in the Schedule 13D remains in effect, and, unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
 
Item 4.  PURPOSE OF TRANSACTION.
 
Item 4 of the Schedule 13D is hereby amended by adding the following:
 
On September 9, 2013, Samick notified Steinway Musical Instruments, Inc. (the “Issuer”), pursuant to the letter agreement, dated as of July 10, 2013, between Samick and the Issuer, that Samick had determined that it would no longer pursue a business combination transaction with the Issuer.
 
The Reporting Persons intend to tender all of their shares of Ordinary Common Stock, par value $0.001 per share, of the Issuer (the “Shares”) pursuant to the previously announced tender offer by Pianissimo Acquisition Corp. (the “Offer”), but reserve the right to withdraw any or all of the Shares from the Offer at any time, in accordance with the terms of the Offer.
 
 
 
 
 
 
 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
September 10, 2013
 
SAMICK MUSICAL INSTRUMENTS CO., LTD.
   
By:  /s/ Jong Sup Kim
  
Name: Jong Sup Kim
  
Title: Chairman
  
   
   
OPUS FIVE INVESTMENT 1, LP
  
   
By:  /s/ Kyung Min Park
  
Name: Kyung Min Park
  
Title: Sole Member of General Partner
  
   
   
OPUS FIVE INVESTMENT, LLC
  
   
By:  /s/ Kyung Min Park
  
Name: Kyung Min Park
  
Title: Sole Member
  
   
   
SAM SONG CASTER CO., LTD.
  
   
By:  /s/ Kang Log Lee
  
Name: Kang Log Lee
  
Title: Director
  
   
   
/s/ Jong Sup Kim
  
Jong Sup Kim