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LVB > SEC Filings for LVB > Form 8-K on 22-Feb-2013All Recent SEC Filings

Show all filings for STEINWAY MUSICAL INSTRUMENTS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for STEINWAY MUSICAL INSTRUMENTS INC


22-Feb-2013

Entry into a Material Definitive Agreement, Financial Statements


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 20, 2013, Steinway Musical Instruments, Inc. (the "Company") entered into Amendment No. 1 to Rights Agreement between the Company and Continental Stock Transfer & Trust Company. The amendment provides certain changes to
Section 1(b) of the Rights Agreement dated as of September 26, 2011, regarding the definition of the term "Acting in Concert." A copy of the Amendment No. 1 to Rights Agreement is attached to this current report on Form 8-K as Exhibit 4.1, and is incorporated herein by reference.

Also on February 20, 2013, the Company entered into Amendment No.1 to Subscription Agreement between the Company and Samick Musical Instruments Co., Ltd. The amendment provides certain changes to the standstill provisions of
Section 5.01 of the Subscription Agreement dated as November 5, 2009 (the "Standstill Provisions"). A copy of the Amendment No. 1 to Subscription Agreement is attached to this current report on Form 8-K as Exhibit 4.2, and is incorporated herein by reference.

The Rights Agreement and the Standstill Provisions are designed to assist the Company's Board of Directors (the "Board") in providing for the fair and equal treatment of the Company's stockholders in connection with any initiative to acquire effective control of the Company. The original intent of these arrangements was not to prevent the Board from considering transactions it determined to be fair, advisable and in the best interests of all the Company's stockholders. Having recently concluded that certain language in the Rights Agreement was more restrictive than necessary, the agreement has been amended to allow the Board appropriate discretion in such matters. In addition, the Standstill Provisions have been amended to clarify the Board's discretion and to conform the aggregate holdings Samick Musical Instruments Co., Ltd. and its affiliates are allowed to own to the same 35% ownership threshold used in the Rights Agreement.



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
4.1            Amendment No. 1 to Rights Agreement dated February 20, 2013 between
               Steinway Musical Instruments, Inc. and Continental Stock Transfer &
               Trust Company.

4.2            Amendment No.1 to Subscription Agreement dated February 20, 2013
               between Steinway Musical Instruments, Inc. and Samick Musical
               Instruments Co., Ltd.


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