Woodwind Brasswind

Dan Schultz · Post by **Dan Schultz** » Wed Nov 22, 2006 7:34 pm

What's going on at Woodwind/Brasswind? This appeared on the Delphi Repair Forum:

Guitar Center Signs Agreement to Acquire Substantially All the Assets of The Woodwind & The Brasswind

Proposed Asset Purchase Arrangement Through The Woodwind & The Brasswind Bankruptcy Will Expand the Companyâ€™s Direct Response Division

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Guitar Center today announced that it has signed an asset purchase agreement to acquire substantially all the assets of The Woodwind & The Brasswind under section 363 of the United States Bankruptcy Code. Under the terms of the agreement, Guitar Center will acquire The Woodwind & The Brasswindâ€™s inventory of band and orchestra and combo instruments, accounts receivable, trade names and certain other intangible assets. The transaction is subject to a number of conditions, including bankruptcy court approval, and is also subject to overbid at a bankruptcy auction expected to be held in January 2007.

Marty Albertson, Chairman and Chief Executive Officer of Guitar Center, said, â€œThe acquisition of assets of The Woodwind & The Brasswind, including the Woodwind and Brasswind and Music123 websites, will enable us to further expand the already strong combo instrument business at Musicianâ€™s Friend as well as build out our direct response band and orchestra business. We are excited about the opportunity to broaden our customer base and continue the growth of our direct response business.â€

SplatterTone · Post by **SplatterTone** » Wed Nov 22, 2006 9:08 pm

I have a Jinbao (sample products) valve trombone I was going to return because it is in C (minor little detail that got left off the product description). It makes one wonder if the finances would get properly handled, and maybe one should just keep it and add it to the collection of curiosities around the house.

It sounds pretty good. (No kidding!) But I don't do no stinkin' C horns. Are there any trumpet players out there looking for a cheap C valve trombone to mess around with?

Tubadork · Post by **Tubadork** » Wed Nov 22, 2006 9:14 pm

being a former employee of guitar center, I can say that this will not be a good thing for the WWBW.
Bill

windshieldbug · Post by **windshieldbug** » Wed Nov 22, 2006 10:03 pm

SplatterTone wrote:It sounds pretty good. (No kidding!) But I don't do no stinkin' C horns. Are there any trumpet players out there looking for a cheap C valve trombone to mess around with?

Don't sell it too short... there could be CC players out there who also might want a crack

SplatterTone · Post by **SplatterTone** » Wed Nov 22, 2006 10:16 pm

there could be CC players out there who also might want a crack

I didn't think about that. It was only about $270. Heck, some people spend nearly that much on a mouthpiece. When I realized it was C -- it took a few minutes, but the feeling that the F I just played didn't quite sound like an F, and I get out the tuning meter to check it -- I thought: Well geez, for no more money than it is, I'll keep it around to mess around with ... and one never knows what will come up. But realistically, it will probably sit around here unused.

Now it has become clear why (maybe) my emails to customer service to arrange for the return went unanswered before Roger Lewis graciously intervened. I hope things turn out OK for him.

Dan Schultz · Post by **Dan Schultz** » Wed Nov 22, 2006 11:01 pm

SplatterTone wrote:I have a Jinbao (sample products) valve trombone I was going to return because it is in C (minor little detail that got left off the product description). It makes one wonder if the finances would get properly handled, and maybe one should just keep it and add it to the collection of curiosities around the house.

It sounds pretty good. (No kidding!) But I don't do no stinkin' C horns. Are there any trumpet players out there looking for a cheap C valve trombone to mess around with?

The difference between a BBb and a CC tuba is 2' of open bugle. The trombone open bugle is half that difference or 1'. Some of the valve trombones I've seen have tuning slides long enough to pull out to make a Bb. If not, you could have someone build slide extensions that add another 6" (each leg) to the existing main tuning slide. The valve circuits should already have enough 'pull' to take the pitch down.

An I right on this, Rick? If not, I'm sure someone will let me know!

SplatterTone · Post by **SplatterTone** » Wed Nov 22, 2006 11:16 pm

Changing the C to a B-flat: Good idea. Something to put on my list of things to do "one of these days when I get around to it."

JB · Post by JB » Thu Nov 23, 2006 12:52 am

SplatterTone wrote:Changing the C to a B-flat: Good idea. Something to put on my list of things to do "one of these days when I get around to it."

There. This may help make the change happen sooner:

davet · Post by **davet** » Thu Nov 23, 2006 8:47 am

Back to the topic: Our local (Elkhart) paper said that Chapter 11 was filed after the owner lost a suit by a minority group of stockholders. No further details about the suit were given. I don't know anything about bankruptcy laws, but this kind of smells like a power struggle of some kind.

The article said that Bamber will stay on in some capacity if the acquisition goes through.

Does anyone know what's really going on? (well, I'm sure somebody DOES, but can anybody actually give some accurate info?)

Dan Schultz · Post by **Dan Schultz** » Thu Nov 23, 2006 10:15 am

davet wrote:Back to the topic: Our local (Elkhart) paper said that Chapter 11 was filed after the owner lost a suit by a minority group of stockholders.

I think it sort of smells, too!.... especially since the bankrupcy was just filed on November 21st and there is already a plan to take it over. I'm sure Roger is lurking here on the board. Maybe he'll chime in with some fresh information.

Brassdad · Post by **Brassdad** » Thu Nov 23, 2006 10:41 am

I ordered a Reka tuba cleaning kit about 2 weeks ago.
Got confirmation of order...but no kit yet.

Wonder if I'll ever see it?

http://www.wwbw.com/REKA-Tuba-Cleaning-Kit-i99179.music

Rick Denney · Post by **Rick Denney** » Thu Nov 23, 2006 11:50 am

TubaTinker wrote:The difference between a BBb and a CC tuba is 2' of open bugle. The trombone open bugle is half that difference or 1'. Some of the valve trombones I've seen have tuning slides long enough to pull out to make a Bb. If not, you could have someone build slide extensions that add another 6" (each leg) to the existing main tuning slide. The valve circuits should already have enough 'pull' to take the pitch down.

An I right on this, Rick? If not, I'm sure someone will let me know!

Yup. It may do funky things to the instrument, but that seems less likely on a trombone than on most instruments. Are the valve slides short enough for the C tuning?

Rick "who used to play valve trombone in a swing band" Denney

Rick Denney · Post by **Rick Denney** » Thu Nov 23, 2006 11:52 am

TubaTinker wrote:I'm sure Roger is lurking here on the board. Maybe he'll chime in with some fresh information.

Not if he's smart. And he's smart.

Rick "a veteran of corporate acquisitions and the need to fly under the radar" Denney

Dan Schultz · Post by **Dan Schultz** » Thu Nov 23, 2006 7:32 pm

Rick Denney wrote:
TubaTinker wrote:The difference between a BBb and a CC tuba is 2' of open bugle. The trombone open bugle is half that difference or 1'. Some of the valve trombones I've seen have tuning slides long enough to pull out to make a Bb. If not, you could have someone build slide extensions that add another 6" (each leg) to the existing main tuning slide. The valve circuits should already have enough 'pull' to take the pitch down.

An I right on this, Rick? If not, I'm sure someone will let me know!
Yup. It may do funky things to the instrument, but that seems less likely on a trombone than on most instruments. Are the valve slides short enough for the C tuning?

Rick "who used to play valve trombone in a swing band" Denney

Oh yeah.... that's right! For C tuning, the slides would have to be pushed all the way in... and then maybe some. See.... I knew Rick would keep me straight!

Dan Schultz · Post by **Dan Schultz** » Thu Nov 23, 2006 7:34 pm

Funny.... I just got an advertising email from Music 123. It will probably be 'business as usual'. The Guitar folks probably won't even change the name.

ASTuba · Post by **ASTuba** » Thu Nov 23, 2006 8:55 pm

I'd bet every dollar I have that they'll incoorporate the WW&BW name into Musician's Friend, and make it one big mess.

Steve Marcus · Post by **Steve Marcus** » Mon Nov 27, 2006 9:02 pm

From the South Bend Tribune, 11/25/06:

Woodwind files for bankruptcy

But instrument maker's president says nothing will change.

ED RONCO
Tribune Staff Writer

SOUTH BEND -- The third largest musical instrument seller in the world, based on the city's northwest side, has filed for bankruptcy.

But to consumers and companies who do regular business with The Woodwind & The Brasswind, nothing will change, the company's president and owner said Friday.

Woodwind & Brasswind, located at 4004 Technology Drive in South Bend, filed for Chapter 11 bankruptcy protection on Tuesday.

The next day, California-based Guitar Center agreed to buy Woodwind & Brasswind's assets. The sale is contingent on various conditions in bankruptcy law.

But don't think this music industry giant -- a household name among musicians across the country -- is going belly-up.Absolutely not the case, said Dennis Bamber, president and chief executive of the instrument distributor.

"It's business as usual," he said Friday. "(Customers) won't notice any difference. In fact, the store's packed today."

Woodwind & Brasswind can keep operating because it filed for protection under Section 363 of Chapter 11 bankruptcy code.

What does that mean?

It allows the company to keep operating and sell off its assets.The purpose of that section in the law is for companies to strip off the debt, sell the assets, and use the money to pay back creditors, said Assistant U.S. Trustee Alex Edgar.

"It gives everybody a chance to kind of step back, take a deep breath, evaluate where they're at and see if there are buyers out there," he said.

Did someone say "buyers?"

Enter Marty Albertson, and Guitar Center Inc.

Albertson's company has put a bid on Woodwind & Brasswind, and ponied up a $2 million deposit for the company, according to court documents.Whether it completes the purchase depends on who else makes a bid for the company, and how much they offer.

"It could be sold at auction to the highest bidder," Bamber said.

Since Wednesday, four other firms have expressed serious interest in the company, he said.

Woodwind & Brasswind, in court filings, estimated its assets to be worth a purchase price of $37.1 million plus $2.1 million in payroll and vacation liabilities as well as customer credits.

Retail, mail-order and online sales for 2005 were more than $136 million -- down from $145 million in 2004, the documents said.The company operates out of a 120,000-square-foot corporate headquarters near the Indiana Toll Road and the St. Joseph Valley Parkway, and has a 224,000-square-foot distribution facility nearby.

Its 240 employees will remain employed, Bamber said.

What happened?

Part of what caused Woodwind & Brasswind's Chapter 11 filing has to do with a two-year-long lawsuit that just ended in judgment against the South Bend company, according to court documents.

In 2002, Woodwind & Brasswind acquired Zapf's Music Store Inc., a New Jersey-based, Internet-only instrument seller owned by Stephen and Richard Zapf.It became the Web site Music123.com, and sales grew from $20 million annually to $58 million in 2005, the court papers say.

The company's bankruptcy filing doesn't say specifically what went sour among the business partners, but in 2004, Woodwind & Brasswind terminated the Zapfs.

Stephen and Richard Zapf sued. Woodwind & Brasswind countersued.

Judgment was issued in September against Woodwind & Brasswind, to the tune of $9 million.

"On Tuesday night we filed for Chapter 11," Woodwind & Brasswind's Bamber said. "We were forced to do this to obtain protection on this lawsuit."According to the company's court filing, other factors leading to the bankruptcy filing included the closing of its New Jersey operation (the former Zapf site), the move into a new distribution center and $800,000 in software licensing expenses and upgrades.

"In a year's time, in addition to litigation, we had two moves and a software conversion," he said.

Bamber said he will remain part of the company after the assets are sold, although he will no longer be in charge.

The former music teacher and musician founded the company in 1977.

"It's not the way I wanted to go out," he said of the bankruptcy filing and sale.And while the short-term news is bad, in the long run, Bamber believes Woodwind & Brasswind will keep its reputation.

"On the band instrument side of it, it's easily the most recognizable company in the world for band and orchestral instruments," he said. "I'm proud of that."

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

windshieldbug · Post by **windshieldbug** » Tue Nov 28, 2006 10:22 am

Brassdad wrote:http://www.wwbw.com/REKA-Tuba-Cleaning-Kit-i99179.music

"Our Price: $14.95

As low as $15.00/month!"

Naptown Tuba · Post by **Naptown Tuba** » Tue Nov 28, 2006 2:19 pm

Although I wish WWBW well during this transition,.......with Mr. Bamber stating that "he will remain part of the company after the assets are sold, although he will no longer be in charge"......says to me he won't be in any position to guarantee "squat".

Dan Schultz · Post by **Dan Schultz** » Tue Nov 28, 2006 11:56 pm

bloke wrote:

LOVE that emoticon!!

Can someone make 'em yawn at different times?