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| LEI | 335800IBFAYTWCR8DA51 |
| CIK | 911583 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Steinway Musical Instruments Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* STEINWAY MUSICAL INSTRUMENTS (Name of Issuer) Common Stock (Title of Class of Securities) 858495104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 3, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-11465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of Registrant as specified in its Charter) Delaware 35-1910745 (State or other jurisdiction of incorporation or |
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| October 3, 2013 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of reg |
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| October 3, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-144632 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of Registrant as specified in its Charter) Delaware 35-1910745 (State or other jurisdiction of incorporation or |
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| October 3, 2013 |
- POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 Post-Effective Amendment No.1 to Form S-8 Registration No. 333-97261 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of Registrant as specified in its Charter) Delaware 35-1910745 (State or other jurisdiction of incorporation or o |
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| September 24, 2013 |
======================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 20, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 1, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| September 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) 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 |
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| September 19, 2013 |
Paulson & Co. Announces Completion of Acquisition of Steinway Musical Instruments EX-99.(a)(5)(E) Exhibit (a)(5)(E) Joint Press Release Paulson & Co. Announces Completion of Acquisition of Steinway Musical Instruments NEW YORK, NY and WALTHAM, MA, September 19, 2013 — An affiliate of investment firm Paulson & Co. Inc. (“Paulson”) and Steinway Musical Instruments, Inc. (“Steinway” or the “Company”) (NYSE: LVB), today announced the successful completion of Paulson’s acquisition o |
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| September 19, 2013 |
SC 14D9/A (Amendment No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Subject Company) STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Persons Filing Statement) Ordinary Common Stock, |
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| September 19, 2013 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) PIANISSIMO ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of PIANISSIMO HOLDI |
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| September 19, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of inc |
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| September 19, 2013 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION STEINWAY MUSICAL INSTRUMENTS, INC. ARTICLE I Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STEINWAY MUSICAL INSTRUMENTS, INC. ARTICLE I NAME The name of the corporation is Steinway Musical Instruments, Inc. (the “Corporation”). ARTICLE II PURPOSE The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the DGCL. ARTICLE III REGISTERED AGENT |
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| September 19, 2013 |
8-K 1 d601139d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or othe |
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| September 19, 2013 |
EX-3.2 Exhibit 3.2 BY-LAWS OF Steinway Musical Instruments, Inc., a Delaware corporation (the “Corporation”) (Adopted as of September 19, 2013) BY-LAWS OF STEINWAY MUSICAL INSTRUMENTS, INC. ARTICLE I. OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the |
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| September 10, 2013 |
SC 13D/A 1 c96132sc13da10.htm AMENDMENT NO. 10 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 |
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| September 5, 2013 |
Steinway Announces Early Termination of HSR Waiting Period EX-99.(a)(5)(d) Exhibit (a)(5)(D) Joint Press Release Steinway Announces Early Termination of HSR Waiting Period WALTHAM, MA — September 5, 2013 — Steinway Musical Instruments, Inc. (the “Company”) (NYSE: LVB), a global leader in the design, manufacture, marketing and distribution of high quality musical instruments, and investment firm Paulson & Co. Inc. (“Paulson”) today announced that the Feder |
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| September 5, 2013 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) PIANISSIMO ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of PIANISSIMO HOLDI |
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| September 5, 2013 |
SC 14D9/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Subject Company) STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Persons Filing Statement) Ordinary Common Stock, |
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| September 3, 2013 |
SEC Response Letter Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212. |
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| September 3, 2013 |
SC 14D9/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Subject Company) STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Persons Filing Statement) Ordinary Common Stock, |
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| August 30, 2013 |
PATRICK J. DOOLEY +1 212.872.1080/fax: +1 212.872.1002 [email protected] August 30, 2013 VIA EDGAR Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Steinway Musical Instruments, Inc. (?Steinway?) Schedule TO-C filed August 16, 2013 Schedule TO-T filed August 21, 2013 Filed by Paulson & Co. |
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| August 30, 2013 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) PIANISSIMO ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of PIANISSIMO HOLDI |
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| August 29, 2013 |
August 29, 2013 Via E-Mail John T. Gaffney Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Re: Steinway Musical Instruments, Inc. Schedule 14D-9 filed August 21, 2013 File No. 5-46651 Dear Mr. Gaffney: The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has conducted a limited review of the above filing concerning the matters identified in our |
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| August 28, 2013 |
August 27, 2013 Via E-Mail Patrick J. Dooley Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, New York 10036 Re: Steinway Musical Instruments, Inc. Schedule TO-C filed August 16, 2013 Schedule TO-T filed August 21, 2013 Filed by Paulson & Co. et al File No. 5-46651 Dear Mr. Dooley: The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has conducted |
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| August 21, 2013 |
(The remainder of this page is intentionally left blank.) EX-99.(d)(2) Exhibit (d)(2) CONFIDENTIAL July 12, 2013 Paulson & Co. Inc. 1251 Avenue of the Americas New York, NY 10020 Attn: Michael Waldorf Ladies and Gentlemen: Paulson & Co. Inc. (“you”) have requested certain information relating to Steinway Musical Instruments, Inc. (the “Company”) and its subsidiaries in connection with your consideration of a possible consensually negotiated transaction w |
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| August 21, 2013 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. |
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| August 21, 2013 |
Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| August 21, 2013 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $40.00 NET PER SHARE Pursuant to the Offer to Purchase dated August 21, 2013 by PIANISSIMO ACQUISITION CORP. a wholly owned subsidiary of PIANISSIMO HOLDINGS CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, |
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| August 21, 2013 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $40.00 NET PER SHARE Pursuant to the Offer to Purchase dated August 21, 2013 by PIANISSIMO ACQUISITION CORP., a wholly owned subsidiary of PIANISSIMO HOLDINGS CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT., NEW YOR |
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| August 21, 2013 |
BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH ONE BRYANT PARK NEW YORK, NY 10036 Exhibit (b)(1) EXECUTION VERSION BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ONE BRYANT PARK NEW YORK, NY 10036 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 WALL STREET NEW YORK, NY 10005 August 14, 2013 Pianissimo Holdings Corp. c/o Paulson & Co. Inc. 1251 Avenue of the Americas New York, New York 10020 Project Beethoven Commitment Letter $75,000, |
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| August 21, 2013 |
EX-99.(d)(7) Exhibit (d)(7) LIMITED GUARANTY Limited Guaranty, dated as of August 14, 2013 (this “Limited Guaranty”) by Paulson & Co. Inc. (the “Guarantor”) (on behalf of the accounts and funds managed by it) in favor of Steinway Musical Instruments, Inc. (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”) by and among Pianissimo Holdings |
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| August 21, 2013 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer To Purchase For Cash All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $40.00 NET PER SHARE Pursuant to the Offer to Purchase dated August 21, 2013 by PIANISSIMO ACQUISITION CORP., a wholly owned subsidiary of PIANISSIMO HOLDINGS CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK |
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| August 21, 2013 |
Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. |
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| August 21, 2013 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (Issuer)) PIANISSIMO ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of PIANISSIMO HOLDINGS CORP. (Name of Filing Perso |
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| August 21, 2013 |
EQUITY COMMITMENT LETTER August 14, 2013 EX-99.(b)(2) Exhibit (b)(2) EQUITY COMMITMENT LETTER August 14, 2013 To: Pianissimo Holdings Corp. c/o Paulson & Co. Inc. 1251 Avenue of the Americas New York, New York 10020 Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Pianissimo Holdings Corp., a Delaware corporation (“Parent”), Pianissimo A |
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| August 16, 2013 |
EX-99.2 Exhibit 99.2 August 14, 2013 To the employees, dealers and partners of Conn-Selmer: On behalf of Paulson & Co., I would like to introduce our firm and share our enthusiasm for our pending acquisition of Steinway Musical Instruments. We are excited to participate in the future of Conn-Selmer, renowned for producing the finest quality musical instruments in the world. Paulson & Co. is an inv |
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| August 16, 2013 |
SCHEDULE TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company) PIANISSIMO ACQUISITION CORP. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of PIANISSIMO HOLDINGS CORP. (Name of Filing |
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| August 16, 2013 |
Exhibit 99.1 August 14, 2013 To the employees, dealers and partners of Steinway & Sons: On behalf of Paulson & Co., I would like to introduce our firm and share our enthusiasm for our pending acquisition of Steinway Musical Instruments. We are excited to participate in the future of Steinway & Sons, renowned for producing the finest quality pianos in the world. Paulson & Co. is an investment firm |
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| August 16, 2013 |
Paulson & Co. to Acquire Steinway Musical Instruments for $40 Per Share EX-99.3 Exhibit 99.3 Paulson & Co. to Acquire Steinway Musical Instruments for $40 Per Share WALTHAM, Mass., Aug. 14, 2013 – Steinway Musical Instruments, Inc. (“Steinway” or the “Company”) (NYSE: LVB) and investment firm Paulson & Co. Inc. (“Paulson”) today announced that entities affiliated with Paulson and the Company have entered into a definitive merger agreement (the “Paulson Merger Agreemen |
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| August 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. |
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| August 14, 2013 |
8-K 1 a13-1849828k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other juri |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) 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, |
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| August 14, 2013 |
EX-99.(a)(5)(F) Exhibit (a)(5)(f) FOR IMMEDIATE RELEASE KOHLBERG & COMPANY ANNOUNCES TERMINATION OF MERGER AGREEMENT AND TERMINATION OF TENDER OFFER TO PURCHASE SHARES OF STEINWAY MUSICAL INSTRUMENTS, INC. MOUNT KISCO, NY — August 14, 2013 — Kohlberg & Company, L.L.C. (“Kohlberg”) today announced that KSTW Acquisition, Inc. (“Purchaser”) has terminated the previously announced cash tender offer to |
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| August 14, 2013 |
AMENDMENT NO. 3 TO RIGHTS AGREEMENT Exhibit 10.1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT This AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of August 14, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). This Amendment amends the Rights Agreement dated as of September 26, 2011, as amended by |
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| August 14, 2013 |
EX-10.2 4 a13-184982ex10d2.htm EX-10.2 Exhibit 10.2 August 14, 2013 VIA FACSIMILE AND E-MAIL KSTW Holdings, Inc. KSTW Acquisition, Inc. c/o Kohlberg & Company, L.L.C. 111 Radio Circle Mount Kisco, New York 10549 Facsimile: (914) 241-7476 Attention: Christopher W. Anderson Re: Notice of Termination of Agreement and Plan of Merger Reference is made to the Agreement and Plan of Merger, dated as of Ju |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. |
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| August 14, 2013 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of KSTW HOLDINGS, INC. (Nam |
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| August 14, 2013 |
Exhibit 99.1 14 Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea Tel : 82-2-787-7280 Fax : 82-2-787-7297 August 13, 2013 COMMITMENT LETTER PERSONAL AND CONFIDENTIAL Edelweiss Holdings Inc. c/o Samick Musical Instrument Co., Ltd. 1-6, Daejang-ri, Soi-myeon, Eumseong-gun Chungbuk, Korea Attention: Jong-Sup Kim Re: Project Sonata Dear Mr. Jong-Sup Kim: 1 The Transaction 1.1 This commitment letter a |
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| August 14, 2013 |
Paulson & Co. to Acquire Steinway Musical Instruments for $40 Per Share Exhibit 99.1 Paulson & Co. to Acquire Steinway Musical Instruments for $40 Per Share WALTHAM, Mass., Aug. 14, 2013 — Steinway Musical Instruments, Inc. (“Steinway” or the “Company”) (NYSE: LVB) and investment firm Paulson & Co. Inc. (“Paulson”) today announced that entities affiliated with Paulson and the Company have entered into a definitive merger agreement (the “Paulson Merger Agreement”) for |
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| August 14, 2013 |
Paulson & Co. to Acquire Steinway Musical Instruments for $40 Per Share EX-99.(A)(5)(J) Exhibit (a)(5)(J) Paulson & Co. to Acquire Steinway Musical Instruments for $40 Per Share WALTHAM, Mass., Aug. 14, 2013 – Steinway Musical Instruments, Inc. (“Steinway” or the “Company”) (NYSE: LVB) and investment firm Paulson & Co. Inc. (“Paulson”) today announced that entities affiliated with Paulson and the Company have entered into a definitive merger agreement (the “Paulson Me |
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| August 14, 2013 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 14, 2013 |
EX-2.1 2 a13-184982ex2d1.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER By and Among PIANISSIMO HOLDINGS CORP., PIANISSIMO ACQUISITION CORP. And STEINWAY MUSICAL INSTRUMENTS, INC. Dated as of August 14, 2013 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.1 The Offer 2 Section 2.2 Company Actions 4 Section 2 |
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| August 13, 2013 |
Amendment No.4 to SCTO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of KSTW HOLDIN |
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| August 12, 2013 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 12, 2013 |
Steinway Receives Superior Proposal of $38.00 Per Share EX-99.(A)(5)(I) 2 d567349dex99a5i.htm EX-99.(A)(5)(I) Exhibit (a)(5)(I) Steinway Receives Superior Proposal of $38.00 Per Share WALTHAM, Mass., Aug. 12, 2013 /PRNewswire/ — Steinway Musical Instruments, Inc. (the “Company”) (NYSE: LVB) today announced that it received a definitive offer to acquire all of the outstanding shares of the Company’s common stock at a purchase price of $38.00 per share i |
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| August 9, 2013 |
10-Q 1 a13-13770110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MU |
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| August 6, 2013 |
Steinway Reports Second Quarter 2013 Results EX-99.1 2 a13-180071ex99d1.htm EX-99.1 Exhibit 99.1 Steinway Reports Second Quarter 2013 Results · Net sales rise 8% to $92.4 million · GAAP EPS of $1.60; adjusted EPS of $0.35 · Adjusted EBITDA increases to $10.0 million from $7.1 million WALTHAM, MA — August 6, 2013 — Steinway Musical Instruments, Inc. (NYSE: LVB) today announced its financial results for the second quarter and six months ended |
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| August 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) ( |
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| July 31, 2013 |
Response Letter ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW. |
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| July 30, 2013 |
Correspondence ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW. |
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| July 30, 2013 |
SC TO-T/A (Amendment No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of KSTW H |
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| July 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3628 DIVISION OF CORPORATION FINANCE July 25, 2013 Via E-Mail William M. Shields, Esq. Ropes & Gray LLP 800 Boylston Street Boston, MA 02199 Re: Steinway Musical Instruments, Inc. Amendment No. 1 to Schedule TO-T filed on July 19, 2013 Filed by Kohlberg Investors VII, L.P. et al. File No. 5-46651 Dear Mr. Shields: We have revi |
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| July 23, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| July 23, 2013 |
EX-99.(a)(5)(E) Exhibit (a)(5)(E) Joint Press Release Steinway Announces Early Termination of HSR Waiting Period and German Antitrust and Merger Control Clearance WALTHAM, MA — July 23, 2013 — Steinway Musical Instruments, Inc. (the “Company”) (NYSE: LVB), a global leader in the design, manufacture, marketing and distribution of high quality musical instruments, today announced that the Federal Tr |
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| July 23, 2013 |
- AMENDMENT NO. 2 TO SCHEDULE TO-T Amendment No. 2 to Schedule TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of K |
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| July 19, 2013 |
July 19, 2013 William M. Shields T +1 617 951 7821 F +1 617 235 0509 [email protected] VIA EDGAR Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Steinway Musical Instruments, Inc. (?Steinway?) Schedule TO-C filed July 3, 2013 Schedule TO-C filed July 12, 2013 Schedule TO-T filed J |
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| July 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of KSTW HOLDINGS, INC. (Name of Filin |
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| July 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| July 19, 2013 |
SEC Response Letter Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212. |
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| July 18, 2013 |
July 18, 2013 Via E-mail John T. Gaffney Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Re: Steinway Musical Instruments, Inc. Schedule 14D-9 filed July 15, 2013 Schedule 14D-9C filed July 12, 2013 Schedule 14D-9C filed July 3, 2013 Schedule 14D-9C filed July 1, 2013 File No. 5-46651 Dear Mr. Gaffney: The staff in the Office of Mergers and Acquisitions in the Division of Corporatio |
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| July 17, 2013 |
July 16, 2013 Via E-mail William M. Shields Ropes & Gray LLP 800 Boylston Street Boston MA 02199 Re: Steinway Musical Instruments, Inc. Schedule TO-C filed July 3, 2013 Schedule TO-C filed July 12, 2013 Schedule TO-T filed July 15, 2013 Filed by Kohlberg Investors VII, L.P. et al File No. 5-46651 Dear Mr. Shields: The staff in the Office of Mergers and Acquisitions in the Division of Corporation F |
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| July 15, 2013 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $35.00 Net Per Share by KSTW ACQUISITION, INC. a wholly owned subsidiary of KSTW HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST 21, 2013, UNLESS THE OFFER IS EXT |
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| July 15, 2013 |
Exhibit (a)(5)(D) FOR IMMEDIATE RELEASE KSTW ACQUISITION, INC. COMMENCES TENDER OFFER FOR ALL SHARES OF STEINWAY MUSICAL INSTRUMENTS, INC. Previously Announced Offer Price of $35.00 per Share in Cash MOUNT KISCO, NY, July 15, 2013 – In connection with the previously announced merger agreement entered into to acquire Steinway Musical Instruments, Inc. (NYSE: LVB) (the “Company”), Kohlberg & Company |
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| July 15, 2013 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $35.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 15, 2013 by KSTW ACQUISITION, INC., a wholly owned indirect subsidiary of KSTW HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIM |
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| July 15, 2013 |
MACQUARIE CAPITAL (USA) INC. 125 West 55th Street New York, New York 10019 EX-99.(b)(1) Execution Copy Exhibit (b)(1) MACQUARIE CAPITAL (USA) INC. 125 West 55th Street New York, New York 10019 CREDIT SUISSE SECURITIES (USA) LLC CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 11 Madison Avenue New York, New York 10010 July 15, 2013 PERSONAL AND CONFIDENTIAL KSTW Holdings, Inc. KSTW Acquisition, Inc. c/o Kohlberg Management VII, L.P. 111 Radio Circle Mount Kisco, NY 10549 Attentio |
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| July 15, 2013 |
(The remainder of this page is intentionally left blank.) EX-99.(d)(2) Exhibit (d)(2) CONFIDENTIAL May 9, 2013 Kohlberg Management VII, L.P. 111 Radio Circle Mt. Kisco, NY 10549 Attention: Christopher W. Anderson Ladies and Gentlemen: Kohlberg Management VII, L.P. (“you”) have requested certain information relating to Steinway Musical Instruments, Inc. (the “Company”) and its subsidiaries in connection with your consideration of a possible consensually n |
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| July 15, 2013 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase, dated July 15, 2013, and the related Letter of Transmittal and any amendments or supplements |
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| July 15, 2013 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. |
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| July 15, 2013 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer To Purchase For Cash All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $35.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 15, 2013 by KSTW ACQUISITION, INC., a wholly owned indirect subsidiary of KSTW HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIM |
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| July 15, 2013 |
Project Symphony $75,000,000 Senior Secured Revolving Credit Facilities Commitment Letter EX-99.(b)(2) Exhibit (b)(2) GE Antares Capital 500 West Monroe Street Chicago, IL 60661 CONFIDENTIAL June 30, 2013 KSTW Holdings, Inc. KSTW Acquisition, Inc. c/o Kohlberg Management VII, L.P. Kohlberg & Company 111 Radio Circle Mount Kisco, NY 10549 Attention: Christopher W. Anderson Project Symphony $75,000,000 Senior Secured Revolving Credit Facilities Commitment Letter Ladies and Gentlemen: Gen |
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| July 15, 2013 |
EX-99.(d)(6) Execution Version Exhibit (d)(6) LIMITED GUARANTY Limited Guaranty, dated as of June 30, 2013 (this “Limited Guaranty”) by Kohlberg Investors VII, L.P. (the “Guarantor”) in favor of Steinway Musical Instruments, Inc. (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”) by and among KSTW Holdings, Inc. (the “Parent”), KSTW Acqu |
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| July 15, 2013 |
EX-99.(b)(3) Execution Version Exhibit (b)(3) EQUITY COMMITMENT LETTER June 30, 2013 To: KSTW Holdings, Inc. c/o Kohlberg & Company, L.L.C. 111 Radio Circle Mt. Kisco, NY 10549 Ladies and Gentlemen: Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among KSTW Holdings, Inc., a Delaware corporation (“Parent”), KSTW Acquisition |
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| July 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company (issuer)) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly owned indirect subsidiary of KSTW HOLDINGS, INC. (Name of Filing Persons (Parent |
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| July 15, 2013 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $35.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 15, 2013 by KSTW ACQUISITION, INC. a wholly owned indirect subsidiary of KSTW HOLDINGS, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON AUGUST |
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| July 12, 2013 |
Kohlberg & Company, L.L.C. 111 Radio Circle Mount Kisco, NY 10549 www.kohlberg.com EX-99.1 Exhibit 99.1 July 12, 2013 To the dealers and partners of Steinway & Sons: On behalf of Kohlberg & Company, I am writing to communicate our sincere enthusiasm about our pending acquisition of Steinway Musical Instruments and to share some background on Kohlberg and our goals for the future of Steinway as a private company. Kohlberg & Company is a leading private equity firm located in Moun |
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| July 12, 2013 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of KSTW HOLDINGS INC. (Name of Filing Persons (Parent of |
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| July 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. |
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| July 12, 2013 |
EX-99.2 Exhibit 99.2 July 12, 2013 To the dealers and partners of Conn-Selmer: On behalf of Kohlberg & Company, I am writing to communicate our sincere enthusiasm about our pending acquisition of Steinway Musical Instruments and to share some background on Kohlberg and our goals for the future of Conn-Selmer. Kohlberg & Company is a leading private equity firm located in Mount Kisco, New York, a s |
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| July 11, 2013 |
(The remainder of this page is intentionally left blank.) EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 CONFIDENTIAL July 10, 2013 Samick Musical Instruments Co. Ltd. 424 Cheongcheon 2-dong, Bupyeong-gu Inchuon Korea Attention: Jong Sup Kim Ladies and Gentlemen: On June 30, 2013, Steinway Musical Instruments, Inc. (the “Company”) entered into an Agreement and Plan of Merger the (“Merger Agreement”) with entities affiliated with Kohlberg Management VII, L |
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| July 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) 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, |
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| July 3, 2013 |
Entry into a Material Definitive Agreement - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| July 3, 2013 |
Kohlberg to Acquire Steinway Musical Instruments Stockholders to Receive $35.00 per Share EX-99.1 Exhibit 99.1 Joint Press Release Kohlberg to Acquire Steinway Musical Instruments Stockholders to Receive $35.00 per Share WALTHAM, MA — July 1, 2013 — Steinway Musical Instruments, Inc. (the “Company”) (NYSE: LVB), a global leader in the design, manufacture, marketing and distribution of high quality musical instruments, today announced that it has entered into a definitive agreement to b |
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| July 3, 2013 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. (Names of Subject Company) KSTW ACQUISITION, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of KSTW HOLDINGS, INC. (Name of Filing Persons (Parent of |
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| July 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. |
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| July 2, 2013 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among KSTW HOLDINGS, INC., KSTW ACQUISITION, INC., And STEINWAY MUSICAL INSTRUMENTS, INC. Dated as of June 30, 2013 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.1 Definitions 2 Article II THE OFFER AND THE MERGER 2 Section 2.1 The Offer 2 Section 2.2 Company Actions 4 Section 2.3 Top-Up Option 5 Section 2.4 Directors 7 Section 2.5 The Mer |
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| July 2, 2013 |
Kohlberg to Acquire Steinway Musical Instruments Stockholders to Receive $35.00 per Share Exhibit 99.1 Kohlberg to Acquire Steinway Musical Instruments Stockholders to Receive $35.00 per Share WALTHAM, MA — July 1, 2013 — Steinway Musical Instruments, Inc. (the “Company”) (NYSE: LVB), a global leader in the design, manufacture, marketing and distribution of high quality musical instruments, today announced that it has entered into a definitive agreement to be acquired by an affiliate o |
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| July 2, 2013 |
AMENDMENT NO. 2 TO RIGHTS AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of June 30, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). This Amendment amends the Rights Agreement dated as of September 26, 2011, as amended by A |
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| July 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| July 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. |
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| June 28, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| June 28, 2013 |
Steinway Closes Sale of West 57th Street Building EXHIBIT 99.1 Steinway Closes Sale of West 57th Street Building WALTHAM, MA — June 28, 2013 — Steinway Musical Instruments, Inc. (NYSE: LVB) today announced the closing of its previously announced transaction to sell its interest in the Steinway Hall building to a partnership led by JDS Development Group. The Steinway Hall building is a 247,000-square-foot, 16-story boutique office building on West |
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| June 14, 2013 |
Steinway Announces Redemption of 7.0% Senior Notes Due 2014 EXHIBIT 99.1 Steinway Announces Redemption of 7.0% Senior Notes Due 2014 WALTHAM, MA — June 14, 2013 — Steinway Musical Instruments, Inc. (NYSE: LVB) today announced that it will redeem for cash all outstanding 7.0% Senior Notes due 2014 (the “Notes”). The redemption date will be July 15, 2013. There is currently outstanding $67.5 million aggregate principal amount of the Notes. The Company will p |
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| June 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| May 8, 2013 |
Steinway Reports 1Q 2013 Sales of $77 Million and EPS of $0.21 EXHIBIT 99.1 Steinway Reports 1Q 2013 Sales of $77 Million and EPS of $0.21 · EPS increases fourfold; EBITDA up 85% · Sale of West 57th Street property on track for 2Q · Production capabilities increasing in Europe · Strong outlook for full year 2013 WALTHAM, MA — May 8, 2013 — Steinway Musical Instruments, Inc. (NYSE: LVB) today announced its financial results for the first quarter ended March 31 |
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| May 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (Com |
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| May 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exac |
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| April 29, 2013 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) ( |
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| March 27, 2013 |
Steinway Signs Agreement to Sell West 57th Street Building Exhibit 99.1 For Immediate Release: Steinway Signs Agreement to Sell West 57th Street Building WALTHAM, MA — March 26, 2013 — Steinway Musical Instruments, Inc. (NYSE: LVB), one of the world’s leading manufacturers of musical instruments, today announced that it has entered into an agreement with JDS Development Group to sell its interest in the Steinway Hall building on West 57th Street in New Yo |
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| March 27, 2013 |
Exhibit 10.1 PURCHASE AND SALE AGREEMENT Among STEINWAY, INC., as Seller, and 111 WEST 57TH LH LLC, as Purchaser With Respect to 111 West 57th Street New York, New York As of March 25, 2013 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of March 25, 2013 (the “Effective Date”), is made by STEINWAY, INC., a Delaware corporation, having an address at One St |
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| March 14, 2013 |
STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT Steinway Musical Instruments, Inc., a Delaware corporation Steinway & Sons Far East, LLC, a Delaware limited liability corporation ArkivMusic, LLC, a Delaware limited liability corporation Conn-Selmer, Inc., a Delaware corporation Vincent |
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| March 14, 2013 |
Agreement STEINWAY & SONS LOCAL 81102, F.W. I.U.E.-C.W.A, A.F.L., C.I.O. JANUARY 1, 2013 Exhibit 10.19 Agreement STEINWAY & SONS WITH LOCAL 81102, F.W. I.U.E.-C.W.A, A.F.L., C.I.O. JANUARY 1, 2013 AGREEMENT made as of January 1, 2013 between Steinway, Inc. d.b.a. Steinway & Sons, (the “Company”) and Local 81102, F.W.,I.U.E.-C.W.A. AFL-CIO, (the “Union”.) WITNESSETH: WHEREAS, it is the intent and desire of both the Company and the Union to cooperate with each other in the administratio |
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| March 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as |
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| March 6, 2013 |
Steinway Reports Q4 Results — EPS Up $0.25 EXHIBIT 99.1 Steinway Reports Q4 Results — EPS Up $0.25 WALTHAM, MA — March 6, 2013 — Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and year ended December 31, 2012. Fourth Quarter Results Compared to Prior Year Period · Sales of $100.7 million, up 6.5% · Gross profit of $34.7 million, up 14.6% · Gross margin increased to 34.5% from 32.0% · Income from oper |
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| March 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| February 22, 2013 |
AMENDMENT NO. 1 TO RIGHTS AGREEMENT EXHIBIT 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of February 20, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein but not defined shall have the meanings set forth in the |
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| February 22, 2013 |
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT EXHIBIT 4.2 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT, dated as of February 20, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Samick Musical Instruments Co., Ltd., a Korean corporation (the “Subscriber”). Capitalized terms used herein but not defined shall have the meanings set fort |
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| February 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation |
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| February 21, 2013 |
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT Exhibit 99.1 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT, dated as of February 20, 2013 (this “Amendment”), is between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Samick Musical Instruments Co., Ltd., a Korean corporation (the “Subscriber”). Capitalized terms used herein but not defined shall have the meanings set for |
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| February 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) 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. KL & Kim PC 3435 Wilshire Blvd., Suite 2600 Los Angeles, California 90010 ( |
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| February 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* STEINWAY MUSICAL INSTRUMENTS (Name of Issuer) Common Stock (Title of Class of Securities) 858495104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 8, 2013 |
SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Steinway Musical Instruments Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 858495104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2013 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| February 5, 2013 |
Steinway Appoints Donna Lucente VP — Controller, Principal Accounting Officer EXHIBIT 99.1 For Immediate Release: Steinway Appoints Donna Lucente VP — Controller, Principal Accounting Officer WALTHAM, MA — February 5, 2013 — Steinway Musical Instruments, Inc. (NYSE: LVB) announced today the promotion of Donna M. Lucente to Vice President — Controller, the Company’s principal accounting officer. In this role, Ms. Lucente is primarily responsible for the Company’s compliance |
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| January 17, 2013 |
January 17, 2013 Via E-mail Dennis M. Hanson Chief Financial Officer Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham, Massachusetts 02453 Re: Steinway Musical Instruments, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed on March 15, 2012 Form 10-Q for Fiscal Quarter Ended June 30, 2012 Filed on August 7, 2012 File No. 001-11911 Dear Mr. Hanson: We have completed |
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| December 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| December 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation |
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| December 26, 2012 |
EMPLOYMENT AGREEMENT AMENDMENT Exhibit 10.2 EMPLOYMENT AGREEMENT AMENDMENT This Employment Agreement Amendment (the “Amendment”) is entered into on this 21st day of December, 2012 by and between Steinway Musical Instruments, Inc., a Delaware Corporation (the “Company”) and Dennis M. Hanson, (the “Executive”). RECITALS WHEREAS, the Executive entered into an Employment Agreement with Company dated May 1, 2011, (the “Agreement”) a |
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| December 26, 2012 |
Steinway Announces Conclusion of Evaluation of Strategic Alternatives Exhibit 99.1 Steinway Announces Conclusion of Evaluation of Strategic Alternatives For Immediate Release: WALTHAM, MA — December 26, 2012 - Steinway Musical Instruments, Inc. (NYSE:LVB), one of the world’s leading manufacturers of musical instruments, announced today the conclusion of its previously announced evaluation of strategic alternatives. In July 2011, after receiving an unsolicited propos |
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| December 26, 2012 |
EMPLOYMENT AGREEMENT AMENDMENT Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDMENT This Employment Agreement Amendment (the “Amendment”) is entered into on this 21st day of December, 2012 by and between Steinway, Inc., a Delaware Corporation (the “Company”) and Ronald Losby, (the “Executive”). RECITALS WHEREAS, the Executive entered into an Employment Agreement with Company dated May 1, 2011, (the “Agreement”) and WHEREAS, the Company |
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| December 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| November 16, 2012 |
November 16, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation |
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| November 9, 2012 |
Steinway Reports Q3 Results - Gross Profit Up 13% EXHIBIT 99.1 Steinway Reports Q3 Results - Gross Profit Up 13% WALTHAM, MA – November 9, 2012 – Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and nine months ended September 30, 2012. Third Quarter Results Compared to Prior Year Period · Sales of $89.3 million, down $0.4 million · Gross profit of $29.4 million, up 13.1% · Gross margin increased to 32.9% fro |
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| November 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| November 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. ( |
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| October 9, 2012 |
October 9, 2012 Via E-mail Dennis M. Hanson Chief Financial Officer Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham, Massachusetts 02453 Re: Steinway Musical Instruments, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed on March 15, 2012 Form 10-Q for Fiscal Quarter Ended June 30, 2012 Filed on August 7, 2012 File No. 001-11911 Dear Mr. Hanson: We have reviewed y |
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| September 12, 2012 |
September 7, 2012 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact |
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| August 2, 2012 |
August 2, 2012 Via E-mail Dennis M. Hanson Chief Financial Officer Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham, Massachusetts 02453 Re: Steinway Musical Instruments, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed on March 15, 2012 File No. 001-11911 Dear Mr. Hanson: We have reviewed your filing and have the following comments. In some of our comments, we ma |
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| August 2, 2012 |
Steinway Reports Q2 Results Operating Income Doubles QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.1 Steinway Reports Q2 Results Operating Income Doubles WALTHAM, MA—August 2, 2012—Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and six months ended June 30, 2012. Second Quarter Results Compared to Prior Year Period • Sales of $85.7 million, down $3.2 million, or 3.6% • Gross prof |
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| August 2, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exac |
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| May 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (Com |
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| May 3, 2012 |
EXHIBIT 99.1 Steinway Q1 Revenue Up 7% WALTHAM, MA — May 3, 2012 — Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the three months ended March 31, 2012. First Quarter Results Compared to Prior Year Period · Sales of $78.0 million, up $5.0 million, or 7% · Gross margin decreased to 29.7% from 30.7% · Income from operations of $2.2 million · Adjusted EBITDA of $4.1 millio |
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| March 15, 2012 |
A G R E E M E N T CONN-SELMER, INC. U.A.W. LOCAL 2359 October 22, 2011 February 12, 2016 Exhibit 10.17 A G R E E M E N T between CONN-SELMER, INC. and U.A.W. LOCAL 2359 October 22, 2011 Thru February 12, 2016 TABLE OF CONTENTS A Absence 11 Attendance Policies 10 Address Changes 18 B Benefits 49 401k Plan 52 Dental Plan 51 Flexible Spending Account 50 Hospitalization Plans 50 Life Insurance and AD&D 52 Pension 52 Sickness & Accident 51 Vision Plan 51 Benefits Waiting Period 53 Bereavem |
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| March 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction |
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| March 15, 2012 |
STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT Steinway Musical Instruments, Inc., a Delaware corporation Steinway & Sons Far East, LLC, a Delaware limited liability corporation ArkivMusic, LLC, a Delaware limited liability corporation Conn-Selmer, Inc., a Delaware corporation Vincent |
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| March 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as |
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| March 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| March 5, 2012 |
EXHIBIT 99.1 Steinway Q4 Revenue Up 7% WALTHAM, MA — March 5, 2012 — Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and twelve months ended December 31, 2011. Fourth Quarter Results Compared to Prior Year Period · Sales of $94.6 million, up $6.6 million, or 7% · Gross margin decreased to 32.0% from 33.2% · Income from operations of $8.2 million · Adjusted EB |
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| February 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* STEINWAY MUSICAL INSTRUMENTS (Name of Issuer) Common Stock (Title of Class of Securities) 858495104 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 7, 2012 |
Schedule 13G Amendment No. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Steinway Musical Instruments Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 858495104 (CUSIP Number) December 30, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| January 23, 2012 |
Steinway Announces Agreement in Principle to Sell Band Division Exhibit 99.l Steinway Announces Agreement in Principle to Sell Band Division For Immediate Release: WALTHAM, MA - January 20, 2012 - Steinway Musical Instruments, Inc. (NYSE:LVB), one of the world’s leading manufacturers of musical instruments, announced today that it has reached an agreement in principle to sell its band division to an investor group led by two current directors of the Company: D |
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| January 23, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| December 23, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation |
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| December 23, 2011 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as of the 20th day of December, 2011, by and between Conn-Selmer, Inc., a Delaware corporation (the ?Company?), and John M. Stoner, Jr. (the ?Executive?). WHEREAS, the Executive and the Company entered into an employment agreement dated as of May 1st, 2011, and WHEREAS, the Company and Executive wish to |
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| November 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. ( |
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| November 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| November 8, 2011 |
Exhibit 99.1 Steinway Q3 Revenue Up 8% WALTHAM, MA — November 8, 2011— Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and nine months ended September 30, 2011. Third Quarter Results Compared to Prior Year Period · Sales of $89.8 million, up 8% · Gross margin increased to 28.9% from 27.9% · Non-cash impairment charges of $5.1 million · Income from operations |
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| October 25, 2011 |
Steinway Announces Addition to Board of Directors Exhibit 99.2 For Immediate Release: Steinway Announces Addition to Board of Directors WALTHAM, MA - October 25, 2011 - Steinway Musical Instruments, Inc. (NYSE: LVB), one of the world’s leading manufacturers of musical instruments, today announced that it has appointed Joon W. Kim to its Board of Directors, bringing the total number of directors to eleven. Mr. Kim is Managing Principal and founder |
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| October 25, 2011 |
UAW Ends Strike at Conn-Selmer’s Ohio Plant Exhibit 99.3 For Immediate Release: UAW Ends Strike at Conn-Selmer’s Ohio Plant WALTHAM, MA — October 21, 2011 — Conn-Selmer, Inc., a subsidiary of Steinway Musical Instruments, Inc. (NYSE: LVB), announced today that employees with Local 2359 of the United Auto Workers (UAW) have ended their strike at the Eastlake, Ohio manufacturing facility, which began July 26, 2011. The UAW represents approxim |
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| October 25, 2011 |
Steinway CEO Dana Messina Steps Down; Chairman Michael Sweeney Appointed Interim CEO Exhibit 99.1 Steinway CEO Dana Messina Steps Down; Chairman Michael Sweeney Appointed Interim CEO For Immediate Release: WALTHAM, MA - October 24, 2011 - Steinway Musical Instruments, Inc. (NYSE:LVB), one of the world’s leading manufacturers of musical instruments, today announced the resignation of CEO Dana Messina. Earlier this year, Steinway announced it was evaluating offers for Company assets |
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| October 25, 2011 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as of October 24, 2011, by and between Steinway Musical Instruments, Inc., a Delaware corporation (the ?Company?), and Michael T. Sweeney (the ?Executive?). WHEREAS, the Company desires to employ Executive as its President and Chief Executive Officer commencing October 24, 2011 (the ?Commencement Date?), |
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| October 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| October 25, 2011 |
Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (this ?Agreement?) is made as of October 24, 2011, between Dana D. Messina and Steinway Musical Instruments, Inc., a Delaware corporation (?SMI?). For good and valuable consideration, the parties hereto agree as follows: 1. Mr. Messina hereby agrees to resign as President and Chief Executive Officer (?CEO?) of SMI (but not as a director), |
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| October 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| October 11, 2011 |
Steinway Announces Appointment of New Director Exhibit 99.1 For Immediate Release: Steinway Announces Appointment of New Director WALTHAM, MA - October 11, 2011 - Steinway Musical Instruments, Inc. (NYSE: LVB), one of the world’s leading manufacturers of musical instruments, today announced that it expanded its Board of Directors and appointed Greg Wood to fill this newly created directorship position. Mr. Wood will serve on the Company’s Audi |
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| September 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporatio |
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| September 28, 2011 |
AMENDED and RESTATED BY-LAWS STEINWAY MUSICAL INSTRUMENTS, INC. EXHIBIT 3.1 [Revised as of 9/25/11] AMENDED and RESTATED BY-LAWS of STEINWAY MUSICAL INSTRUMENTS, INC. 1 AMENDED and RESTATED BY-LAWS of STEINWAY MUSICAL INSTRUMENTS, INC. ARTICLE I Stockholders Section 1.1 Annual Meeting. Except as otherwise provided in Section 1.10 of these By-Laws, an annual meeting of stockholders of the Corporation for the election of directors and for the transaction of any |
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| September 28, 2011 |
Steinway Adopts Stockholder Rights Plan EXHIBIT 99.1 Steinway Adopts Stockholder Rights Plan WALTHAM, MA — September 26, 2011 — Steinway Musical Instruments, Inc. (NYSE: LVB), today announced that its Board of Directors has adopted a Stockholder Rights Plan under which stockholders will receive rights to purchase shares of a new series of preferred stock. The rights will be distributed to all stockholders of record of the Company’s comm |
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| September 27, 2011 |
Exhibit 4.1 STEINWAY MUSICAL INSTRUMENTS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of September 26, 2011 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment Of Rights Agent 4 Section 3. Issue Of Right Certificates 4 Section 4. Form Of Right Certificates 6 Section 5. Countersignature And Registration 6 Section 6. Trans |
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| September 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 35-1910745 (State of incorporation (I.R.S. Employer or organization) Identification No.) 800 Sou |
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| September 2, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| August 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact |
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| August 4, 2011 |
Exhibit 99.1 Steinway Q2 Revenue Up 14% WALTHAM, MA — August 4, 2011— Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and six months ended June 30, 2011. Second Quarter Results · Sales of $89 million, up 14% · Gross margin increased to 29.8% from 28.3% · Income from operations of $3 million · Adjusted EBITDA of $7 million · Adjusted earnings per share increas |
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| August 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) ( |
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| July 27, 2011 |
Strike at Conn-Selmer’s Eastlake, Ohio Plant EXHIBIT 99.1 For Immediate Release: Strike at Conn-Selmer’s Eastlake, Ohio Plant WALTHAM, MA — July 26, 2011 — Conn-Selmer, Inc., a subsidiary of Steinway Musical Instruments, Inc. (NYSE: LVB), announced today that employees with Local 2359 of the United Auto Workers (UAW) went on strike this morning at the Company’s Eastlake, Ohio manufacturing facility. The Company’s labor contract with the unio |
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| July 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| July 21, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of |
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| July 6, 2011 |
EXHIBIT 10.1 SUCCESSION AGREEMENT This Succession Agreement (this “Agreement”) is made as of July 1, 2011, between Kyle R. Kirkland and Steinway Musical Instruments, Inc., a Delaware corporation (“SMI”). For good and valuable consideration, the parties hereto agree as follows: 1. At the request of the Board of Directors of SMI (the “Board”), Mr. Kirkland hereby agrees to retire as Chairman and an |
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| July 6, 2011 |
Steinway Acknowledges Unsolicited Proposal for Band Business; Announces New Chairman EXHIBIT 99.1 Steinway Acknowledges Unsolicited Proposal for Band Business; Announces New Chairman For Immediate Release: WALTHAM, MA - July 5, 2011 - Steinway Musical Instruments, Inc. (NYSE:LVB), one of the world’s leading manufacturers of musical instruments, announced that Chairman Kyle Kirkland, CEO Dana Messina, Conn-Selmer President John Stoner, and certain members of management made an unso |
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| July 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (Co |
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| June 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| June 27, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) 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. KL & Kim PC 3435 Wilshire Blvd., Suite 2600 Los Angeles, California 90010 (213) 382-3500 (Name, Address |
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| June 27, 2011 |
Exhibit 24.2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
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| June 27, 2011 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Steinway Musical Instruments, Inc. and further agree that this Joint Filing Agreement be included a |
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| June 27, 2011 |
Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
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| June 7, 2011 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G amendment to which this Agreement is attached as Exhibit 99.1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the u |
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| June 7, 2011 |
SECURITIES AND EXCHANGE COMMISSION 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) (Amendment No. 5)* STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Issuer) Ordinary Common Stock, par value $0.001 per share (Title of Class of Securities) 858495104 (CUSIP Num |
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| June 7, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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. KL & Kim PC 3435 Wilshire Blvd., Suite 2600 Los Angeles, California 90010 (213) 382-3500 (Name, Address |
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| June 3, 2011 |
======================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 2, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (Co |
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| June 2, 2011 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exac |
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| May 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction (Commission File Numbe |
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| May 9, 2011 |
EXHIBIT 99.1 Steinway Q1 Revenue Up 6% WALTHAM, MA — May 9, 2011— Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter ended March 31, 2011. Q1 2011 Compared to Q1 2010 · Sales of $73 million, up 6% · Gross margin decreased to 30.7% from 31.1% · Income from operations of $4 million, consistent with prior year · Adjusted EBITDA of $6 million, down 26% · Adjusted ea |
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| May 5, 2011 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Steinway Musical Instruments, Inc. and further agree that this Joint Filing Agreement be included a |
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| May 5, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) 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. KL & Kim PC 3435 Wilshire Blvd., Suite 2600 Los Angeles, California 90010 (213) 382-3500 (Name, Address |
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| May 4, 2011 |
======================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 3, 2011 |
EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of the 1st day of May, 2011, by and between Steinway, Inc., a Delaware corporation (the “Company”), and Ronald Losby (the “Executive”). WHEREAS, the Executive and the Company entered into an employment agreement dated August 29, 2007 (the “2007 Agreement”), and WHEREAS, the Company and Executive wish |
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| May 3, 2011 |
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of the 1st day of May, 2011, by and between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Dana D. Messina (the “Executive”). WHEREAS, the Executive and the Company entered into an employment agreement dated August 29, 2007 (the “2007 Agreement”), and WHEREAS, the Comp |
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| May 3, 2011 |
Sincerely, /s/ Peter McMillan Peter McMillan EXHIBIT 17.3 April 26, 2011 Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham MA 02453 Attention: Board of Directors Re: Retirement To the Board of Directors of Steinway Musical Instruments, Inc.: I would like to inform you that I am retiring from my position as a Director of Steinway Musical Instruments, Inc., with my resignation to be effective immediately upon the execution |
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| May 3, 2011 |
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of the 1st day of May, 2011, by and between Conn-Selmer, Inc., a Delaware corporation (the “Company”), and John M. Stoner, Jr. (the “Executive”). WHEREAS, the Executive and the Company entered into an employment agreement dated October 17, 2002 (the “2002 Agreement”), and WHEREAS, the Company and Exec |
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| May 3, 2011 |
EXHIBIT 99.3 STOCK TRANSFER AGREEMENT THIS STOCK TRANSFER AGREEMENT (this “Agreement”) is entered into as of April 29, 2011, by and among ValueAct SmallCap Master Fund, L.P., a Delaware limited partnership (“ValueAct”), Samick Musical Instruments Co Ltd., a Korean corporation (“Samick” with ValueAct, each a “Purchaser” and together the “Purchasers”), Kyle R. Kirkland (“Kirkland”) and Dana D. Messi |
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| May 3, 2011 |
Steinway’s Dual Class Voting Structure to be Eliminated EXHIBIT 99.1 For Immediate Release: Steinway’s Dual Class Voting Structure to be Eliminated WALTHAM, MA — April 29, 2011 — Steinway Musical Instruments, Inc. (NYSE: LVB) today announced that shareholders of its Class A common stock have agreed to eliminate the dual class voting structure of the Company’s common stock. Under the current structure, the Class A shares contain a super voting provision |
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| May 3, 2011 |
Steinway Announces Appointment of New Directors EXHIBIT 99.2 For Immediate Release: Steinway Announces Appointment of New Directors WALTHAM, MA - May 2, 2011 - Steinway Musical Instruments, Inc. (NYSE: LVB), one of the world’s leading manufacturers of musical instruments, is pleased to announce the addition of Michael T. Sweeney, Edward Kim, and Don Kwon to its Board of Directors. Michael Sweeney is Chairman of the Board of Star Tribune Media H |
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| May 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) ( |
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| May 3, 2011 |
EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of the 1st day of May, 2011, by and between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Dennis M. Hanson (the “Executive”). WHEREAS, the Executive and the Company entered into an employment agreement dated August 29, 2007 (the “2007 Agreement”), and WHEREAS, the Com |
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| May 3, 2011 |
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as of the 1st day of May, 2011, by and between Steinway & Sons, a New York corporation (the ?Company?), and Thomas Kurrer (the ?Executive?). WHEREAS, the Executive and the Company entered into an employment agreement dated August 29, 2007 (the ?2007 Agreement?), and WHEREAS, the Company and Executive wis |
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| May 3, 2011 |
EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of the 1st day of May, 2011, by and between Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), and Kyle R. Kirkland (the “Executive”). WHEREAS, the Executive and the Company entered into an employment agreement dated August 29, 2007 (the “2007 Agreement”), and WHEREAS, the Com |
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| May 3, 2011 |
Sincerely, /s/ A. Clinton Allen A. Clinton Allen EXHIBIT 17.1 April 26, 2011 Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham MA 02453 Attention: Board of Directors Re: Retirement To the Board of Directors of Steinway Musical Instruments, Inc.: I would like to inform you that I am retiring from my position as a Director of Steinway Musical Instruments, Inc., with my resignation to be effective immediately upon the execution |
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| May 3, 2011 |
Sincerely, /s/ Rudolph K. Kluiber Rudolph Kluiber EXHIBIT 17.2 April 26, 2011 Steinway Musical Instruments, Inc. 800 South Street, Suite 305 Waltham MA 02453 Attention: Board of Directors Re: Retirement To the Board of Directors of Steinway Musical Instruments, Inc.: I would like to inform you that I am retiring from my position as a Director of Steinway Musical Instruments, Inc., with my resignation to be effective immediately upon the execution |
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| April 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact n |
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| April 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) (C |
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| April 1, 2011 |
Steinway Announces Partial Redemption of 7.0% Senior Notes Due 2014 EXHIBIT 99.1 Steinway Announces Partial Redemption of 7.0% Senior Notes Due 2014 WALTHAM, MA — April 1, 2011 — Steinway Musical Instruments, Inc. (NYSE: LVB), today announced that it will redeem for cash $85,000,000 aggregate principal amount of the Company’s outstanding 7.0% Senior Notes due 2014 (the “Notes”). The redemption date will be May 2, 2011. The Company will pay a redemption price of $1 |
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| March 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as |
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| March 15, 2011 |
STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 STEINWAY MUSICAL INSTRUMENTS, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT Steinway Musical Instruments, Inc., a Delaware corporation Steinway & Sons Far East, LLC, a Delaware limited liability corporation ArkivMusic, LLC, a Delaware limited liability corporation Conn-Selmer, Inc., a Delaware corporation Vincent |
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| March 3, 2011 |
Steinway Q4 Operating Profit Up 22% FY 2010 EPS $0.68 vs. $0.60 EXHIBIT 99.1 Steinway Q4 Operating Profit Up 22% FY 2010 EPS $0.68 vs. $0.60 WALTHAM, MA — March 3, 2011— Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and twelve months ended December 31, 2010. Discussing fourth quarter results, CEO Dana Messina said, “We are pleased with our overall performance this quarter. We saw improvement in sales and gross margins i |
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| March 3, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2011 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction (Commission File Num |
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| February 11, 2011 |
SECURITIES AND EXCHANGE COMMISSION 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) (Amendment No. 4)* STEINWAY MUSICAL INSTRUMENTS, INC. (Name of Issuer) Ordinary Common Stock, par value $0.001 per share (Title of Class of Securities) 858495104 (CUSIP Num |
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| February 11, 2011 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G amendment to which this Agreement is attached as Exhibit 99.1, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the u |
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| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* STEINWAY MUSICAL INSTRUMENTS (Name of Issuer) Common Stock (Title of Class of Securities) 858495104 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Steinway Musical Instruments Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 858495104 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 3, 2011 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response???11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 21, 2010 |
EX-99.3 4 ex993.txt Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Fo |
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| December 21, 2010 |
EX-99.1 2 ex991.txt Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Steinway Musical Instruments, Inc. and further agree that this Joint Filing Agr |
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| December 21, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) 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. KL & Kim PC 3435 Wilshire Blvd., Suite 2600 Los Angeles, California 90010 (213) 382-3500 (Name, Addres |
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| December 21, 2010 |
Exhibit 99.5 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
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| December 21, 2010 |
EX-99.6 7 ex996.txt Exhibit 99.6 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Fo |
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| December 21, 2010 |
EX-99.9 9 ex999.txt Exhibit 99.9 SECURITY AGREEMENT - THIS SECURITY AGREEMENT (the "Agreement") is made and entered into on this 6th day of October, 2010, by and between Samick Musical Instruments Co., Ltd., a Korean corporation (the "Borrower"), and KDB Capital Corporation, a Korean corporation (the "Lender"). WITNESSETH: - WHEREAS, the Borrower is the owner of the shares of the Ordinary Common S |
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| December 21, 2010 |
Exhibit 99.4 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
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| December 21, 2010 |
EX-99.7 8 ex997.txt Exhibit 99.7 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Fo |
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| December 21, 2010 |
EX-99.2 3 ex992.txt Exhibit 99.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of November 5, 2009, by and among Samick Musical Instruments Co, Ltd., a Korean corporation (the "Subscriber"), and Steinway Musical Instruments, Inc., a Delaware corporation (the "Company"). The Subscriber and the Company may be referred to herein individually as a "P |
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| November 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 001-11911 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of regi |
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| November 4, 2010 |
Steinway Q3 EPS $0.13 vs. $0.07 Exhibit 99.1 Steinway Q3 EPS $0.13 vs. $0.07 WALTHAM, MA — November 4, 2010 — Steinway Musical Instruments, Inc. (NYSE: LVB) today reported earnings for the quarter and nine months ended September 30, 2010. Dana Messina, Chief Executive Officer, said, “Our third quarter results continued along the trend that we’ve seen in the global markets. We experienced a pickup in demand in the United States, |
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| November 4, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2010 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| October 8, 2010 |
Exhibit 99.7 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
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| October 8, 2010 |
Exhibit 4.1 Execution Version CONN-SELMER, INC. and STEINWAY, INC., as Borrowers LOAN AND SECURITY AGREEMENT Dated as of October 5, 2010 $100,000,000 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Administrative Agent, Sole Bookrunner, Co-Lead Arranger and Co-Syndication Agent HARRIS N.A., as Documentation Agent BMO CAPITAL MARKETS, as Co-Lead Arranger and WELLS FARGO BAN |
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| October 8, 2010 |
Exhibit 4.2 Execution Version GUARANTOR SECURITY AGREEMENT GUARANTOR SECURITY AGREEMENT, dated as of October 5, 2010 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), made by (i) STEINWAY MUSICAL INSTRUMENTS, INC., a Delaware corporation (“SMI”), (ii) THE O.S. KELLY COMPANY, an Ohio corporation (“O.S. Kelly”), (iii) MUSIC MATTERS AFTER SCHOOL, INC., a D |
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| October 8, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) 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. KL & Kim PC 3435 Wilshire Blvd., Suite 2600 Los Angeles, California 90010 (213) 382-3500 (Name, Addres |
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| October 8, 2010 |
Exhibit 99.8 SECURITY AGREEMENT - THIS SECURITY AGREEMENT (the "Agreement") is made and entered into on this 6th day of October, 2010, by and between Samick Musical Instruments Co., Ltd., a Korean corporation (the "Borrower"), and Shinhan Capital Co., Ltd., a Korean corporation (the "Lender"). WITNESSETH: - WHEREAS, the Borrower is the owner of the shares of the Ordinary Common Stock of Steinway M |
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| October 8, 2010 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Steinway Musical Instruments, Inc. and further agree that this Joint Filing Agreement be included a |
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| October 8, 2010 |
Exhibit 99.9 SECURITY AGREEMENT - THIS SECURITY AGREEMENT (the "Agreement") is made and entered into on this 6th day of October, 2010, by and between Samick Musical Instruments Co., Ltd., a Korean corporation (the "Borrower"), and KDB Capital Corporation, a Korean corporation (the "Lender"). WITNESSETH: - WHEREAS, the Borrower is the owner of the shares of the Ordinary Common Stock of Steinway Mus |
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| October 8, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2010 STEINWAY MUSICAL INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) Delaware 001-11911 35-1910745 (State or other jurisdiction of incorporation) |
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| October 8, 2010 |
Exhibit 99.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of November 5, 2009, by and among Samick Musical Instruments Co, Ltd., a Korean corporation (the "Subscriber"), and Steinway Musical Instruments, Inc., a Delaware corporation (the "Company"). The Subscriber and the Company may be referred to herein individually as a "Party" and collective |
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| October 8, 2010 |
Exhibit 99.4 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
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| October 8, 2010 |
Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
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| October 8, 2010 |
Exhibit 99.5 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Hansin Kim and Youngsoo Lee, each of Kim & Min, A Professional Law Corporation ("Kim & Min"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, Schedules 13G, a Form ID and Forms 3, 4 and 5, and |
