-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rr3lJ2dVHWawif6QoS6til7SenUSR5YHzqy4iuXNOjE2EfrlbLO7gtxmqpkkdzRb JK+VjeD6gsudSix8Gvtkeg== 0001104659-08-009560.txt : 20080213 0001104659-08-009560.hdr.sgml : 20080213 20080213060536 ACCESSION NUMBER: 0001104659-08-009560 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 GROUP MEMBERS: DANA D. MESSINA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEINWAY MUSICAL INSTRUMENTS INC CENTRAL INDEX KEY: 0000911583 STANDARD INDUSTRIAL CLASSIFICATION: MUSICAL INSTRUMENTS [3931] IRS NUMBER: 351910745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46651 FILM NUMBER: 08600750 BUSINESS ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 305 CITY: WALTHAM STATE: MA ZIP: 02453-1472 BUSINESS PHONE: 7818949770 MAIL ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 305 CITY: WALTHAM STATE: MA ZIP: 02453-1472 FORMER COMPANY: FORMER CONFORMED NAME: SELMER INDUSTRIES INC DATE OF NAME CHANGE: 19940209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRKLAND KYLE R CENTRAL INDEX KEY: 0001181106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 300 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7818949770 SC 13G/A 1 a08-5406_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Under the Securities Exchange Act of 1934
(Amendment No. 
2)*

 

STEINWAY MUSICAL INSTRUMENTS, INC.

(Name of Issuer)

Ordinary Common Stock, par value $0.001 per share

(Title of Class of Securities)

858495104

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

CUSIP No. 858495104

 

 

1.

Names of Reporting Persons
Kyle R. Kirkland

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
342,948

 

6.

Shared Voting Power
1,131

 

7.

Sole Dispositive Power
342,948

 

8.

Shared Dispositive Power
1,131

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
344,079

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
4.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No. 858495104

 

 

1.

Names of Reporting Persons
Dana D. Messina

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
540,444

 

6.

Shared Voting Power
1,131

 

7.

Sole Dispositive Power
540,444

 

8.

Shared Dispositive Power
1,131

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
541,575

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

Item 1.

 

(a)

Name of Issuer
Steinway Musical Instruments, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
800 South Street, Suite 305, Waltham, Massachusetts  02453

 

Item 2.

 

(a)

Name of Person Filing

Kyle R. Kirkland

 

 

Dana D. Messina

 

(b)

Address of Principal Business Office or, if none, Residence

c/o Steinway Musical Instruments, Inc.

800 South Street, Suite 305

Waltham, Massachusetts  02453

 

 

c/o Steinway Musical Instruments, Inc.
800 South Street, Suite 305

Waltham, Massachusetts  02453

 

(c)

Citizenship

United States of America

 

 

United States of America

 

(d)

Title of Class of Securities

See cover page

 

 

See cover page

 

(e)

CUSIP Number
See cover page

 

 

See cover page

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

4



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Kyle Kirkland:

 

(a)

Amount beneficially owned:

344,079, determined by adding (i) 59,000 shares of Ordinary Common Stock owned by Mr. Kirkland, (ii) 57,000 shares of Ordinary Common Stock subject to options exercisable within 60 days, (iii) 226,948 shares of Ordinary Common Stock issuable upon conversion of 226,948 shares of Class A Common Stock owned by Mr. Kirkland, and (iv) 1,131 shares of Ordinary Common Stock held by an entity in which Mr. Kirkland holds an equity interest.

 

(b)

Percent of class:

The percentage of the class represented by the amount in Item 4(a) is 4.0%, which is based on a total of 8,634,080 shares, determined by adding 8,099,128 shares of Ordinary Common Stock outstanding as of November 5, 2007 (as reported on the Issuer’s Form 10-Q filed on November 9, 2007), 477,952 shares of Class A Common Stock outstanding and 57,000 shares of Ordinary Common Stock subject to options exercisable by Mr. Kirkland within 60 days.  Each share of Class A Common Stock entitles its holder to 98 votes.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

342,948

 

 

(ii)

Shared power to vote or to direct the vote

1,131

 

 

(iii)

Sole power to dispose or to direct the disposition of

342,948

 

 

(iv)

Shared power to dispose or to direct the disposition of

1,131

 

 

 

Mr. Kirkland shares voting and dispositive power with respect to 1,131 shares of Ordinary Common Stock with Dana D. Messina, who also owns an equity interest in the entity which holds such shares.  Mr. Kirkland expressly declares that the filing of this statement as a “group” shall not be construed as an admission that Mr. Kirkland is the beneficial owner of any other shares of Ordinary Common Stock or Class A Common Stock held by Mr. Messina or any other person or entity.

Dana D. Messina:

 

(a)

Amount beneficially owned:

541,575, determined by adding (i) 216,440 shares of Ordinary Common Stock owned by Mr. Messina, (ii) 73,000 shares of Ordinary Common Stock subject to options exercisable within 60 days, (iii) 251,004 shares of Ordinary Common Stock issuable upon conversion of 251,004 shares of Class A Common Stock owned by Mr. Messina, and (iv) 1,131 shares of Ordinary Common Stock held by an entity in which Mr. Messina holds an equity interest.

 

(b)

Percent of class:

The percentage of the class represented by the amount in Item 4(a) is 6.3%, which is based on a total of 8,650,080 shares, determined by adding 8,099,128 shares of Ordinary Common Stock outstanding as of November 5, 2007 (as reported on the Issuer’s Form 10-Q filed on November 9, 2007), 477,952 shares of Class A Common Stock outstanding and 73,000 shares of Ordinary Common Stock subject to options exercisable by Mr. Messina within 60 days.  Each share of Class A Common Stock entitles its holder to 98 votes.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

540,444

 

 

(ii)

Shared power to vote or to direct the vote

1,131

 

 

(iii)

Sole power to dispose or to direct the disposition of

540,444

 

 

(iv)

Shared power to dispose or to direct the disposition of

1,131

 

 

 

Mr. Messina shares voting and dispositive power with respect to 1,131 shares of Ordinary Common Stock with Kyle Kirkland, who also owns an equity interest in the entity which holds such shares.  Mr. Messina expressly declares that the filing of this statement as a “group” shall not be construed as an admission that Mr. Messina is the beneficial owner of any other shares of Ordinary Common Stock or Class A Common Stock held by Mr. Kirkland or any other person or entity.

 

5



 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit A.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

6



 

Item 10.

Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

 

February 13, 2008

 

 

 

 

 

/s/ Kyle R. Kirkland

 

Kyle R. Kirkland

 

 

 

 

 

/s/ Dana D. Messina

 

Dana D. Messina

 

7



 

EXHIBIT A

 

IDENTIFICATION OF MEMBERS OF THE GROUP

 

Kyle R. Kirkland

Dana D. Messina

 


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