-----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, Tyctw/2j9E/tXd+ahXHG//rUFHxac70KeGK9I/xTyYHWTjbwbOwoh0Mcg2BPp6Fq 27ANIXo+gsGSRTJqefukVA== 0001104659-04-002733.txt : 20040205 0001104659-04-002733.hdr.sgml : 20040205 20040205114013 ACCESSION NUMBER: 0001104659-04-002733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040204 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040205 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11911 FILM NUMBER: 04569075 BUSINESS ADDRESS: STREET 1: 800 S ST STE 425 CITY: WALTHAM STATE: MA ZIP: 02453-1472 BUSINESS PHONE: 2195221675 MAIL ADDRESS: STREET 1: 600 INDUSTRIAL PARKWAY CITY: ELKHART STATE: IN ZIP: 46516 FORMER COMPANY: FORMER CONFORMED NAME: SELMER INDUSTRIES INC DATE OF NAME CHANGE: 19940209 8-K 1 a04-1922_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934

 

Date of Report (Date of earliest event reported): February 4, 2004

 

STEINWAY MUSICAL INSTRUMENTS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11911

 

35-1910745

(State or other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

800 South Street, Suite 305, Waltham, Massachusetts 02453

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

(781) 894-9770

 

 



 

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

 

5.1  On February 4, 2004, Steinway Musical Instruments, Inc. issued a release, attached hereto as exhibit 99.1, announcing that it repurchased 1,271,450 shares of its ordinary common stock in exchange for $29.0 million in principal amount of its 8.75% senior notes, which were issued at 106.3%.

 

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release dated February 4, 2004 regarding Steinway Musical Instruments, Inc.’s repurchase of 1,271,450 shares of its ordinary common stock in exchange for $29.0 million in principal amount of its 8.75% senior notes, which were issued at 106.3%.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date:  February 4, 2004

STEINWAY MUSICAL INSTRUMENTS, INC.

 

 

 

By:

/s/ Dana D. Messina

 

 

 

 

Name:  Dana D. Messina

 

Title:  President and Chief Executive Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release dated February 4, 2004 regarding Steinway Musical Instruments, Inc.’s repurchase of 1,271,450 shares of its ordinary common stock in exchange for $29.0 million in principal amount of its 8.75% senior notes, which were issued at 106.3%.

 

4


EX-99.1 3 a04-1922_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

STEINWAY MUSICAL INSTRUMENTS, INC.

 

For Immediate Release:

 

Steinway Repurchases Common Stock

 

WALTHAM, MA – February 4, 2004 – Steinway Musical Instruments Inc. (NYSE:LVB), one of the world’s leading manufacturers of musical instruments, announced today that it has purchased 1,271,450 shares of its Ordinary Common Stock representing 14% of its outstanding shares.  As payment for the shares, Steinway issued $29 million in principal amount of its 8.75% Senior Notes due 2011 under its existing indenture.  The notes were issued at 106.3% of the principal amount.

 

Dana Messina, CEO of Steinway Musical Instruments, commented on the transaction, “We are pleased to report that we have completed a major repurchase of our common stock.  We believe it is a significant display of confidence in the value of our business and its future prospects.  Since we were fortunate to complete this transaction in a highly favorable interest rate environment, we do not expect the additional debt to have a significant impact on our operations or financial flexibility.  The transaction, which should be accretive to earnings in 2004, was completed with one of Steinway’s institutional shareholders.”

 

Steinway Musical Instruments, Inc., through its Steinway and Conn-Selmer subsidiaries, is one of the world’s leading manufacturers of musical instruments.  Its notable products include Selmer Paris saxophones, Bach Stradivarius trumpets, C.G. Conn French horns, King trombones, Ludwig snare drums and Steinway & Sons pianos.

 

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
 

This release contains “forward-looking statements” which represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties which could cause actual results to differ materially from those indicated in this release.  These risk factors include the following: changes in general economic conditions; recent geopolitical events; increased competition; work stoppages and slowdowns; exchange rate fluctuations; variations in the mix of products sold; market acceptance of new band instrument product and distribution strategies; ability of suppliers to meet demand; and fluctuations in effective tax rates resulting from shifts in sources of income.   Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.

 

Contact:

Steinway Musical Instruments, Inc.

 

 

 

Julie Theriault

 

 

 

Phone:  (781) 894-9770

 

 

 

ir@steinwaymusical.com

 


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