WWBW

Woodwind & Brasswind purchased
Judge OKs $29.5 million sale to Guitar Center.

ED RONCO
Tribune Staff Writer

SOUTH BEND -- A deal to buy music retailer The Woodwind & The Brasswind, based on the city's northwest side, has been finalized.

California-based Musician's Friend Inc., which owned the Guitar Center chain of stores, will pay $29.5 million to buy South Bend-based Woodwind & Brasswind, which filed for Chapter 11 bankruptcy protection in November.

Musician's Friend also will assume about $2 million in liabilities, mostly in the form of payroll, vacation and customer credit expenses.The deal was approved Tuesday morning in South Bend by U.S. Bankruptcy Judge Harry C. Dees Jr.

Woodwind & Brasswind was founded in 1978 by Dennis Bamber, then a University of Notre Dame music instructor.

In 2005, the company, at 4004 Technology Drive in South Bend, did about $136 million in sales.

Having a buyer for the company means it can stay in business, Bamber said.

The company has about 200 employees."With the strength of Musician's Friend, Guitar Center, I think it will be good for the company," Bamber said. "Should be a win-win, should be good for my employees."

As for Bamber, it's possible he will remain with the company in a consultant capacity; the terms of the sale include a non-competition agreement.

That is, he's forbidden to go out and start his own, new company for nine months after he leaves Woodwind & Brasswind, or two years -- which ever comes later.

But specifics of a possible consulting position had yet to be hashed out, Bamber said.

The bid approved Tuesday was the second placed by Musician's Friend for the company, and is significantly less than its first offer of about $39 million, placed in November.That $39 million offer was trumped when Steinway Musical Inc. agreed to pay $40.5 million for Woodwind & Brasswind in December.

Steinway, which owns instrument maker Conn-Selmer, pulled out of the deal on Jan. 15, and Musician's Friend got back in the game.

So why was the second bid lower?

In a word, Christmas.

Musician's Friend placed its first bid before the holiday season. Holiday and other sales happened between then and now, which allowed Woodwind & Brasswind to reduce its inventory, and pay down its debt to LaSalle Bank.Woodwind & Brasswind's debt to the bank went from $25 million at the time of the first bid to about $18 million now, said Jeffery Johnson, an attorney representing Musician's Friend.


An objection

The sale, which is scheduled to close by Feb. 15, is pretty much final, but it's far from Bamber's finale. If anything, it's an unfinished symphony. He still might have a few legal hurdles to clear.

When Steinway made its ill-fated deal with Woodwind & Brasswind, the terms included a termination fee.

In other words, if the deal went south because of Woodwind & Brasswind, Steinway would be entitled to some money.In the sale agreement, Woodwind & Brasswind asserts that because Steinway backed out of the deal with no notice, it is not entitled to the termination fee of $1 million.

Steinway attorney Jeannette Eisan Hinshaw objected in court to that assertion, and said she had not received sufficient notice to respond.

But it was Steinway's termination of the deal that was "improper," said Chad Gettleman, an attorney for Woodwind & Brasswind founder Dennis Bamber.

Feeling entitled to a termination fee doesn't make sense, Gettleman said.

"That, we just don't think, passes the straight-face test," he said. "I don't see how you terminate an offer and then expect to be paid a breakup fee."The matter likely will face further legal wrangling.

Guitar Center stock rose 59 cents to close at $46.82 Tuesday on the Nasdaq.

Staff writer Ed Ronco:
eronco@sbtinfo.com
(574) 235-6467

And the Woodwind and Brasswind Story Deepens

Article published Jan 25, 2007
Woodwind auction is postponed
Company is still up for grabs after Steinway pulls bid.

ED RONCO
Tribune Staff Writer

SOUTH BEND -- Hang in there for a minute and see if you can follow this:

The Woodwind & The Brasswind, based on South Bend's northwest side, filed in November for Chapter 11 bankruptcy protection.


California-based Guitar Center offered to buy it for about $37.1 million.


In came Massachusetts-based Steinway, with an offer of $40.5 million.


Last week, Steinway said the corporate equivalent of "nevermind," and withdrew its bid.
Wednesday, Guitar Center placed another bid, for less than its original offer.


Got it so far?

Good.

What was supposed to be an auction Wednesday for the assets of Woodwind & Brasswind turned instead into an legalistic blow-by-blow of the sale process for the musical instrument seller.

Woodwind & Brasswind is considered to be among the largest sellers and distributors of musical instruments in the nation.No bids were received for the company in time for Wednesday's auction. The deadline was 4 p.m. Monday.

That means the company is still up for grabs and a new bid is on the table from Guitar Center, said Chad Gettleman, a corporate attorney for Woodwind & Brasswind owner Dennis Bamber.

Guitar Center spokesman Evan Goetz declined to comment or confirm whether a bid had been placed.

It was too early to say whether the Guitar Center bid is acceptable.

Steinway called off the deal because of a "failure of certain conditions necessary to close the transaction," the company said in a Jan. 16 statement.Those conditions were "alleged misrepresentations in the closing conditions," said Chad Gettleman, corporate attorney for Woodwind & Brasswind owner Dennis Bamber.

Bamber "fully disputes" those accusations, Gettleman said, and believes Steinway's termination of the deal was "improper."

A sale hearing is set for 10 a.m. on Tuesday.

Good Thought

Here's a quote from Danny Rocks' blog that he got from "The Motivational Manager"

"The more time you have, the more time you waste. If you're working longer hours but getting less done, maybe it's time to rethink. Pick one day a week to be your short day - the day when you'll leave (the office) on time, no exceptions. Then keep track of how much you get done on that day. You may be surprised to find that when you can't dawdle - you don't."

How true - how true. People spend so much time talking about how busy they are, why not spend that time working or not wasting time?

NAMM Show

A recep of the NAMM show last week...

I was a great experience for me to connect with so many of the great names in the music products industry. It was also quite an honor to be asked by NAMM to not only serve on their Independent Retaliers Committee but to also be asked to present a session on marketing ideas in the NAMM Idea Center at the show.

Many people go to the show to see all the new gear and buy for their stores. However, many others (the smart many others in my opinion) go to make connections, share ideas and learn. That's why I do and if I measure it that way, then this show was a tremendous success. This is a picture of me and my wonderful friend at NAMM - Melanie Ripley.


I am reading a book about inventing and I came across a wonderful quote last night. It was something like this "One day at a trade show is equal to three months in college." I think there is a lot of truth to that. I have learned so much about business and the music industry at the NAMM shows. I have met many people who I keep in contact with all year long and they are all great resources of knowledge and experience in this industry.

WWBW Story Deepens

January 24. 2007 11:57AM
Sale of The Woodwind & The Brasswind is delayed


By ED RONCO
Tribune Staff Writer

The sale of ailing musical instrument seller The Woodwind & The Brasswind, located on South Bend’s northwest side, has been delayed.

The company, located at 4004 Technology Drive in South Bend, filed for Chapter 11 bankruptcy protection in November.

A public auction of the company’s assets was scheduled for Wednesday but was called off after Steinway Musical Inc. withdrew a bid for Woodwind & Brasswind last week.


In December, Massachusetts-based Steinway said it would pay $40.5 million for Brasswind’s assets, out-bidding California-based Guitar Center by $3.4 million.

Steinway said it called off the deal because of a "failure of certain conditions necessary to close the transaction," the company said in a Jan. 16 statement.

Those conditions were "alleged misrepresentations in the closing conditions," said Chad Gettleman, corporate attorney for Woodwind & Brasswind owner Dennis Bamber.

Bamber "fully disputes" those accusations, Gettleman said, and believes Steinway’s termination of the deal was "improper."

For more on this story, see tomorrow’s edition of the South Bend Tribune.

Yamaha calls on the best, brightest musicians

Yamaha calls on the best, brightest musicians
Thursday, January 18, 2007

Young artist's auditions now being accepted

Imagine your outstanding abilities in classical, jazz and contemporary music bringing you to a New York City debut to showcase your talents. Add to that an incredible all-expense paid trip to a summer music symposium for clinics, rehearsals and the chance to perform before thousands of students and professional musicians.

The Yamaha Young Performing Artist's [YYPA] Competition is the perfect way for skilled band and orchestral musicians to make these dreams come true and open many doors of opportunity in the world of music performance.

Audition recordings and applications are now being accepted by the Yamaha Corporation for the 19th annual YYPA competition that will recognize exceptional talent. One top winner will receive a $5,000 retail credit towards a fine professional model Yamaha instrument. The highest award will be announced at the Summer Music Symposium to be held in June.

All application materials must be postmarked by midnight, March 15 so get started on your submission right away. For complete details on submission requirements, see the YYPA website.

Yamaha has been a proud sponsor of Youth Education in the Arts since 2000. Both organizations maintain a mission of quality music education and performance opportunities for young performers.

Click HERE for the brochure and application.

Seriously?

More the rest of the NAMM show soon...

But, check out this link.

I'm not on this blog to espouse political view, but come on this yahoo is saying the Weather Channel is propagating a political view by reporting on global warming! COME ON!!!

Lots of Repairs

http://ktla.trb.com/news/la-me-musicrepair20jan20,0,3359528.story?coll=ktla-news-1

NAMM News Day 1

Here is the headline from the day at the NAMM show...

On Jan. 16, Steinway Musical Instruments withdrew its $40.5 million offer to acquire the assets of South Bend, Ind.-based Woodwind & Brasswind, the dealership that filed for Chapter 11 bankruptcy protection in November of last year. According to a Steinway statement, the company’s due diligence process revealed information about Woodwind that caused Steinway to withdraw its offer. While there was scant elaboration, Steinway did refer to "a failure of certain conditions necessary to close the transaction." Steinway had made the offer on behalf of its Conn-Selmer subsidiary, the manufacturer of band and orchestral instruments.

The Steinway withdrawal comes after its offer topped by $3.4 million an earlier bid by Guitar Center for Woodwind & Brasswind. Sources in the financial community indicate Guitar Center still has an interest in pursuing the deal. Prior to the NAMM Show, industry rumors also had it that as many as 14 companies have filed the necessary paperwork with the court to potentially be in position to bid on Woodwind & Brasswind.

The Woodwind & Brasswind court auction has been scheduled for Wed., Jan. 24 in South Bend.



What an interesting story this has become!!!

Good show day here. It's my fourth NAMM show and I am still amazed every time I walk in and see how much there is there. It was also neat for me at the show this time around because I was able to meet with lots of people and contacts I have now made in this HUGE industry!!!!!!!

And I did make to In-N-Out Burger for a double double last night.

California...

I'm in California for the NAMM show. So far, we've had the chance to meet up with my cousin who lives in Columbus - and just happens to be out for business meetings.

Today, we met up with friends of my parents and did the usual tourist tours of Hollywood. I got to drive on the freeways. Wasn't bad except I am driving a tank. That tank is a minivan!!

Tomorrow is day one of the show. It's full of meetings, educational sessions and hopefully seeing some of the show.

On the flight out, I was able to catch up on some reading. I was reading an interview with Sir Ken Robinson who is an arts advocate and creativity guru. Here's an interesting quote from him:

"I believe children should be taught dance every day of the week just as they are taught math everyday. The fact that many people would find this an odd idea is very significant. Presumably they assume that math is 'obviously' more important than dance. But is that so obvious, really? We all have bodies: we all make sense of the world kinesthetically; we relate to people physically. Dance is the art form of kinesthetic intelligence and of interpersonal space. Yes it;s right at the bottom of priorities in schools. systematically passed over in favor of traditional 'academics'"

It's an interesting idea. Arts and music tend to be placed lower in the educational ladder because they're not seen as that important. But, they are part of our daily lives!! Of course, they are important. We need knowledge of the arts and music to fully appreciate them. The quote specifically realtes to dance, but it certainly could relate to music and any other art.

California...

I'm in California for the NAMM show. So far, we've had the chance to meet up with my cousin who lives in Columbus - and just happens to be out for business meetings.

Today, we met up with friends of my parents and did the usual tourist tours of Hollywood. I got to drive on the freeways. Wasn't bad except I am driving a tank. That tank is a minivan!!

Tomorrow is day one of the show. It's full of meetings, educational sessions and hopefully seeing some of the show.

On the flight out, I was able to catch up on some reading. I was reading an interview with Sir Ken Robinson who is an arts advocate and creativity guru. Here's an interesting quote from him:

"I believe children should be taught dance every day of the week just as they are taught math everyday. The fact that many people would find this an odd idea is very significant. Presumably they assume that math is 'obviously' more important than dance. But is that so obvious, really? We all have bodies: we all make sense of the world kinesthetically; we relate to people physically. Dance is the art form of kinesthetic intelligence and of interpersonal space. Yes it;s right at the bottom of priorities in schools. systematically passed over in favor of traditional 'academics'"

It's an interesting idea. Arts and music tend to be placed lower in the educational ladder because they're not seen as that important. But, they are part of our daily lives!! Of course, they are important. We need knowledge of the arts and music to fully appreciate them. The quote specifically realtes to dance, but it certainly could relate to music and any other art.

Off to California

I leave tomorrow for the NAMM show in Anaheim, CA. It's the largest gathering of the music products industry. There will probably be around 85,000 people in attendance.

I have lots of meetings so I don't know how much of the show and vendors I will get to see.

The buzz of the show could be..

Conn-Selmer possibly purchasing the bankrupt Woodwind and Brasswind
Independant music dealers stating their importance to manufacturers

Lots to see -- lots to do.

Sonic in PA

http://www.bizjournals.com/pittsburgh/stories/2007/01/01/daily20.html?from_rss=1

Rumor has it that the first Sonic will be at the intersection on 48 and 30.

College Bands in the Spotlight

This from the NY Times

LINK TO NY TIMES

Random

I am perhaps the world's worst blogger. I don't update nearly as much as was the original intent. I read about 15-20 blogs daily, some of these folks update daily - and it takes others weeks. I do find myself getting annoyed when the blogs I read are not updated. So, I guess I should update this more to practice what I preach.

Quick rant on cars...

can't live with them - can't live with out them. I've been fighting with the headlights for the last week. I got new "brighter" bulbs. How wonderful.. except no one can get them aimed at the correct angle. They're somewhat close now. I'm afraid to jinx fixing them again for fear they're go back to the wrong spot.
Happy New Year to me.. I go to my car on new year's day to find a crack in the windshield. From what? I do not know.
I had my car in to get rid of the incessant squeaking of my breaks. This was the third time I had the car in for this. Guess what - they still need another part!! So it will be a fourth trip. I can almost feel my ears bleading because the brakes squeak so loud!!

Some music industry news for you...
As you may have heard, Woodwind and Brasswind is filing for bankruptcy. Yesterday, I was on a conference call with the Conn-Selmer company who is planning on entering a bid to run the online and brick and mortar business. They presented a pretty compelling argument in favor of a band company running a retail outlet. It may end up being a good thing for the industry. The sale is January 24th I believe. Conn-Selmer is probably not going to be the only bidder, but that too is unknown. We shall see.

I leave for the NAMM show in the 16th. It is the music industry's largest gathering. I have the honor of presenting a session while I am there on marketing ideas for music businesses. It should prove to be a busy show as I have more meetings than I have ever had and the offerings as far as performances and educational sessions seem better than ever.

This past week, we at Progressive Music hosted George Hopkins from YEA!, The Cadets and the USSBA stoped by for the evening to talk. It was good to bring him in to chat. I got to drive him back to his hotel and it was interesting to chat with him. I read his blog quite often. He's 50 (or 51) and I see him facing lots of the same personal challenges I face at 26. Is that good? Not sure. Does that mean these challenges last forever? Or does it mean he's made it twice my life dealing with it? I don't know. Food for thought I guess. It was good to talk to him and hear how YEA is run and how such a small group of people do so many things.

I'm looking for some ideas on how Progressive Music can better support Music in Our Schools Month. That is coming up in March. Any one with ideas - e-mail me.

From the 50 Yard Line

Here's a link to information about a documentary that profiles high school marching bands.

It's called "From The 50 Yard Line."

http://www.fromthe50yardline.com/