STEINWAY MUSICAL INSTRUMENTS INC FORM 8-K (Current report filing) Filed 12/26/12 for the Period Ending 12/20/12 Address 800 SOUTH STREET SUITE 305 WALTHAM, MA 02453-1472 Telephone 7818949770 CIK 0000911583 SIC Code 3931 - Musical Instruments Industry Recreational Products Sector Consumer Cyclicals Fiscal Year 12/31 http://www.edgar-online.com Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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 (Commission File Number) (IRS Employer of incorporation) Identification No.) 800 South Street, Suite 305, Waltham, Massachusetts 02453 (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (781) 894-9770 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On December 21, 2012, Steinway, Inc., an indirect, wholly owned subsidiary of Steinway Musical Instruments, Inc., amended its Employment Agreement with Ronald Losby. The amendment provides that if, within twelve months of a change of control, Steinway, Inc. terminates Mr. Losby without cause or does not renew his agreement or Mr. Losby terminates his employment for good reason, Steinway, Inc. shall pay Mr. Losby a lump sum equal to two times his latest annual salary plus bonu s. On December 21, 2012, Steinway Musical Instruments, Inc. (the Company ) amended its Employment Agreement with Dennis M. Hanson. The amendment provides that if the Company terminates Mr. Hanson without cause or does not renew his agreement or Mr. Hanson terminates his employment for good reason, the Company shall pay Mr. Hanson a lump sum equal to two times his latest annual salary plus bonu s. ITEM 8.01 OTHER EVENTS On December 20, 2012, the Board of Directors of Steinway Musical Instruments, Inc. (the Company ) voted to end its previously announced strategic alternatives evaluation process. On December 26, 2012, the Company issued a press release announcing this action and providing additional information. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS The following exhibits are furnished as part of this Current Report on Form 8-K. Exhibit No. Description 10.1 Employment Agreement Amendment dated December 21, 2012 between Steinway, Inc. and Ronald Losby. 10.2 Employment Agreement Amendment dated December 21, 2012 between Steinway Musical Instruments, Inc. and Dennis M. Hanson. 99.1 Press release dated December 26, 2012 announcing the conclusion of Steinway Musical Instruments, Inc. s evaluation of strategic alternatives. 2
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Date: December 26, 2012 STEINWAY MUSICAL INSTRUMENTS, INC. By: /s/ Michael T. Sweeney Name: Michael T. Sweeney Title: President and Chief Executive Officer 3
EXHIBIT INDEX Exhibit No. Description 10.1 Employment Agreement Amendment dated December 21, 2012 between Steinway, Inc. and Ronald Losby. 10.2 Employment Agreement Amendment dated December 21, 2012 between Steinway Musical Instruments, Inc. and Dennis M. Hanson. 99.1 Press release dated December 26, 2012 announcing the conclusion of Steinway Musical Instruments, Inc. s evaluation of strategic alternatives. 4
Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDMENT This Employment Agreement Amendment (the Amendment ) is entered into on this 21 st 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 and Executive wish to make certain changes to the Agreement, NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AMENDMENT 1. Termination. Section 7.b. of the Agreement shall be amended by deleting the period at the end of 7.b.ii and inserting the following language: provided, however, if such termination occurs within twelve (12) months after a Change of Control (as defined below) then the lump sum payment shall be two (2) times that amount. iii. A Change in Control shall mean: (a) a merger, reorganization, consolidation or similar event, whether in a single transaction or in a series of transactions (collectively the Transaction ) unless immediately following such Transaction (and after giving effect to such Transaction) the Company s stockholders immediately prior to the Transaction own at least 50% of the total combined voting power of the surviving or acquiring entity in substantially the same proportions as their ownership of the voting power of the Company s outstanding securities immediately before such Transaction; (b) any person (having the meaning ascribed to such term in the Securities Exchange Act of 1934, as amended ( 1934 Act ), including a group within the meaning of Section 13(d)(3)) has or acquires beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of at least 50% of the total combined voting power of the Company s outstanding securities; or (c) the sale, transfer or other disposition of all or substantially all of the Company s assets. 2. Other Matters. Except as specifically amended herein all terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first written above. Steinway, Inc. By: /s/ Dennis M. Hanson Dennis M. Hanson Executive Vice President Executive /s/ Ronald Losby Ronald Losby
Exhibit 10.2 EMPLOYMENT AGREEMENT AMENDMENT This Employment Agreement Amendment (the Amendment ) is entered into on this 21 st 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 ) and WHEREAS, the Company and Executive wish to make certain changes to the Agreement, NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AMENDMENT 1. Termination. Section 7.b.ii of the Agreement shall be replaced in its entirety with the following: Within ten (10) days following the date of termination, pay the Executive a lump sum cash amount equal to two (2) times the sum of his then-current annual salary and the greater of his annual bonus in respect of the year prior to the year of termination and his target bonus, if any, established by the Board in respect of the year of termination. 2. Other Matters. Except as specifically amended herein all terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first written above. Steinway Musical Instruments, Inc. By: /s/ Michael T. Sweeney Michael T. Sweeney President Executive /s/dennis M. Hanson Dennis M. Hanson
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 proposal to acquire the Company s band instrument division, Steinway s Board of Directors engaged Allen & Company LLC to assist a Special Committee of the Board in evaluating the proposal and other strategic alternatives available to the Company. As part of that process, the Special Committee evaluated a wide range of alternatives to enhance shareholder value, including a sale of the Company s band division and a sale of the entire Company. Over the course of the evaluation process, a broad range of domestic and international industry participants and private equity sources were solicited. The Special Committee had extensive discussions with several parties and received several non-binding indications of interest related to the sale of the Company. After careful consideration of the results of the process, the Company s current business strategy, economic and marketplace considerations and the recommendation of the Special Committee, the Board of Directors has ended the strategic alternatives evaluation process. The Company previously announced that it had reached an agreement in principle to sell its band instrument division to an investor group led by two current Board members: Dana Messina, former CEO, and John Stoner, Conn-Selmer President. The Special Committee had extensive negotiations with this investor group. Upon the recommendation of the Special Committee and in light of current operating performance of the band division, the Board of Directors concluded that entering into a definitive agreement on the terms negotiated with the investor group would not be in the best interests of the Company s shareholders at this time. Accordingly, the Company has terminated the agreement in principle and all related discussions with the investor group. Michael Sweeney, Chairman and CEO, commented, The Special Committee, with assistance from its financial and legal advisors, considered a number of strategic alternatives. However, in the end, the Board of Directors concluded that none of the alternatives presented generated shareholder value superior to the value inherent in the Company s strategic plan. We will continue to focus management s efforts on execution of that plan and we look forward to a prosperous 2013. The Company also previously announced that it entered into a non-binding letter of intent to sell its leasehold interest in the Steinway Hall building on West 57 th Street in New York City. The Company did not reach a definitive agreement with respect to the sale during the exclusivity period under the letter of intent. However, the Company has continued negotiations with the potential buyer and also entered into additional discussions with other parties with respect to the property. No assurance can be made that a definitive agreement will be reached or that any transaction will be completed. Discussions regarding a potential transaction involving Steinway Hall are separate from the strategic alternatives evaluation process.
Conference Call Chairman and CEO Michael Sweeney will host a conference call to further discuss the matters contained in this press release on Wednesday, January 2, 2013, beginning at 5:00 p.m. ET. A live webcast and an archive of the call will be available to all interested parties on the Company s website, www.steinwaymusical.com. About Steinway Musical Instruments Steinway Musical Instruments, Inc., through its Steinway and Conn-Selmer divisions, is a global leader in the design, manufacture, marketing and distribution of high quality musical instruments. These products include Bach Stradivarius trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc clarinets, King trombones, Ludwig snare drums and Steinway & Sons pianos. Through its online music retailer, ArkivMusic, the Company also produces and distributes classical music recordings. For more information about Steinway Musical Instruments, Inc. please visit the Company s website at www.steinwaymusical.com. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 This release contains forward-looking statements which represent the Company s present expectations or beliefs concerning future events. The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties which could cause actual results to differ materially from those indicated in this release. Further information on these risk factors is included in the Company s filings with the Securities and Exchange Commission. Contact: Julie A. Theriault Telephone: 781-894-9770 Email: ir@steinwaymusical.com 2