UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

The Orchard Enterprises, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

25388X 20 5
(CUSIP Number)

Glen W. Roberts, Esq.

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 27, 2009
(Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

CUSIP NO.		25388X 20 5	13D	Page		2		of		11 pages

CUSIP NO.		25388X 20 5	13D	Page		3		of		11 pages

CUSIP NO.		25388X 20 5	13D	Page		4		of		11 pages

CUSIP NO.		25388X 20 5	13D	Page		5		of		11 pages

CUSIP NO.		25388X 20 5	13D	Page		6		of		11 pages

CUSIP NO. 25388X 20 5		13D		Page 7 of 11 pages

EXPLANATORY NOTE

     This Amendment No. 1 to Schedule 13D (this “Amendment”) filed on November 2, 2009 with the Securities and Exchange Commission hereby amends and restates in its entirety the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons on November 21, 2007.

ITEM 1. Security and Issuer.

     This Statement of Beneficial Ownership on Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Issuer Common Stock”), of The Orchard Enterprises, Inc. (formerly Digital Music Group, Inc.), a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 23 East 4^th Street, 3^rd Floor, New York, NY 10003.

ITEM 2. Identity and Background.

     This statement is being filed by Dimensional Associates, LLC, a New York limited liability company (“Dimensional”), JDS Capital, L.P., a Delaware limited partnership (“ JDS ”), JDS Capital Management, LLC, a Delaware limited liability company (“JDSCM”), Joseph D. Samberg and Daniel C. Stein (together with Dimensional, JDS, JDSCM and Joseph D. Samberg, the “Reporting Persons”).

     The address of the principal business and office of Dimensional, JDS, JDSCM, Joseph D. Samberg and Daniel C. Stein is 1091 Boston Post Road, Rye, NY 10580. The principal business of Dimensional is managing the investments made by JDS. The principal business of JDS is investing in private, public and distressed debt and equity, and the principal business of JDSCM is serving as the sole ultimate general partner of JDS.

     JDS holds a majority membership interest in, and is the manager of, Dimensional. JDSCM is the general partner of JDS. Joseph D. Samberg has a minority membership interest in Dimensional, and is managing member of JDSCM. Daniel C. Stein is Chief Executive Officer of Dimensional.

     The present principal occupation of Daniel C. Stein is Chief Executive Officer of Dimensional. In addition, Mr. Stein served as Interim Chief Executive Officer of the Issuer from September 2009 to October 27, 2009. The present principal occupation of Joseph D. Samberg is managing member of JDSCM.

     Each of Daniel C. Stein and Joseph D. Samberg is a United States citizen.

     The agreement among the Reporting Persons relating to the joint filing of this Amendment No. 1 to Schedule 13D was filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on November 21, 2007.

     To the best knowledge of the Reporting Persons, none of the Reporting Persons, nor any executive officer or director of the Reporting Persons (as applicable), has, during the past five years, (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.

     Reference is made to the Agreement and Plan of Merger, dated as of July 10, 2007 (as amended by the Amended and Restated Agreement and Plan of Merger, dated as of September 13, 2007, as further amended by the Second Amended and Restated Agreement and Plan of Merger, dated as of October 5, 2007, as further amended by Amendment No. 1 to the Second Amended and Restated Agreement and Plan of Merger, dated as of November 7, 2007) (the “Merger Agreement”) (the Merger Agreement and the amendment thereto were filed as Exhibits 99.2 and 99.3, respectively, to the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on November 21, 2007) by and among The Orchard Enterprises Inc., a New York corporation (“The Orchard”), DMGI New York, Inc., a New York corporation and a wholly-owned subsidiary of the Issuer (“Merger Sub”), and the Issuer pursuant to which The Orchard merged with and into Merger Sub and continued as the surviving corporation and a wholly-owned subsidiary of the Issuer (the “Merger”). Pursuant to the Merger Agreement, the Issuer issued (or reserved for issuance) to The Orchard’s common and preferred stockholders (and holders of its deferred stock awards) an aggregate of 9,064,941 shares of Issuer Common Stock (on a pre-split basis) and 448,833 shares of Series A Preferred Stock. As a result of the Merger, the Reporting Persons acquired beneficial ownership of 8,127,829 shares of Issuer Common Stock (on a pre-split basis) and 446,918 shares of Series A Preferred Stock.

CUSIP NO. 25388X 20 5		13D		Page 8 of 11 pages

     On November 13, 2007, the Board of Directors of the Issuer declared a one for three reverse stock split of the Issuer’s Common Stock effective November 14, 2007. Giving effect to the reverse stock split, The Orchard’s common and preferred stockholders (and holders of its deferred stock awards) received (or had the right to receive) an aggregate of 3,021,640 shares of Issuer Common Stock and 448,833 shares of Series A Preferred Stock, of which the Reporting Persons acquired beneficial ownership of 2,709,276 shares of Issuer Common Stock and 446,918 shares of Series A Preferred Stock (which shares of Series A Preferred Stock are convertible into 1,489,727 shares of Issuer Common Stock after giving effect to the reverse stock split).

     References to and descriptions of the Merger Agreement set forth above in this Item 3 are not intended to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement.

ITEM 4. Purpose of Transaction.

     The information set forth or incorporated by reference in Items 3 and 6 is hereby incorporated by reference herein. As described in more detail in Item 3 above, each of the Reporting Persons acquired beneficial ownership of shares of Issuer Common Stock upon consummation of the Merger pursuant to the Merger Agreement and hold a controlling equity interest in the Issuer. In addition, (a) on June 4, 2008, Daniel C. Stein was granted options to acquire 28,790 shares of Issuer Common Stock (of which 19,193 are currently vested and exercisable) and 9,596 shares of restricted Issuer Common Stock (of which 6,396 shares have vested), and (b) on June 2, 2009, Mr. Stein was granted 19,455 shares of restricted Issuer Common Stock (of which 9,727 shares have vested), in recognition for his service on the Board. The Reporting Persons beneficially own such shares of Issuer Common stock for investment purposes. The Reporting Persons intend to review on a continuing basis their investment in the Issuer, and will take such actions as they deem appropriate in light of circumstances existing from time to time.

     In connection with the Merger, the Issuer, Dimensional and certain other stockholders of The Orchard entered into a Registration Rights Agreement dated November 13, 2007 (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, (i) Dimensional may demand the Issuer to file a registration statement for the resale of the shares of Issuer Common Stock beneficially owned by Dimensional at any time from and after the date that is six (6) months following the closing of the Merger or (ii) Dimensional and any other holders of Registrable Securities (as such term is defined in the Registration Rights Agreement) may demand that, upon the determination by the Issuer to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others of any of its equity securities at any time from and after the date that is twelve (12) months following the closing of the Merger, the shares of Issuer Common Stock beneficially owned by Dimensional and/or such other holders, as applicable, be included in any such registration statement filed by the Issuer.

     As contemplated by the Merger Agreement, the Board of Directors of the Issuer was decreased to seven members in connection with the Merger. As contemplated by the Merger Agreement, certain Directors of the Issuer’s Board resigned in connection with the Merger and The Orchard had the right to designate four members to fill such vacancies. One of The Orchard’s designees is Daniel C. Stein.

     On October 15, 2009, Dimensional delivered to the Board of Directors of the Issuer a letter in which Dimensional proposed to enter into non-binding discussions with the Issuer regarding a potential transaction through which Dimensional would acquire all of the outstanding shares of Issuer Common Stock that are not currently owned by Dimensional at a price of $1.68 per share. The Board of Directors of the Issuer formed a Special Committee comprised of independent and disinterested directors to review and evaluate Dimensional’s proposal. After preliminary discussions with representatives of the Special Committee, Dimensional revised its initial proposed price to $1.84 per share.

     The Special Committee is reviewing and evaluating Dimensional’s revised proposal. The Special Committee has engaged independent legal counsel and an independent financial advisor to assist in its review and evaluation.

     There can be no assurance that any agreement on financial or other terms satisfactory to Dimensional will be reached with the Special Committee or that any transaction will be approved or consummated. Furthermore, there can be no assurance regarding the timing of or whether Dimensional will elect to pursue any alternative transactions, or that any such alternative transaction will be approved or consummated and there is no certainty that any transaction with the Issuer or any alternative transaction will result in the Issuer’s stockholders receiving a share price equal to or above the current trading price of the Issuer Common Stock or equal to the prices per share proposed by Dimensional.

      If a transaction is completed on the terms as currently being discussed by Dimensional and the Special Committee, the result would be that Dimensional would acquire all of the outstanding shares of Issuer Common Stock that are not currently owned by Dimensional through a merger involving a to-be-formed Dimensional subsidiary and the Issuer, the result of which would likely include (a) changes to the Issuer’s present Board of Directors and management, (b) a material change in the present capitalization of the Issuer, (c) the Issuer Common Stock being delisted from a national securities exchange, and (e) the Issuer Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

     Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Amendment, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of this Amendment. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Issuer Common Stock or additional Issuer securities reported as beneficially owned in this Amendment (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

CUSIP NO. 25388X 20 5		13D		Page 9 of 11 pages

     References to the Merger Agreement and the Registration Rights Agreement are not intended to be complete and are qualified in their entirety by reference to the full text of each such agreement.

ITEM 5. Interest in Securities of the Issuer.

     The information contained on each of the cover pages of this Amendment No. 1 to Schedule 13D and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated by reference herein.

(a) and (b)

     The following disclosure assumes that there are 7,885,842 shares of Issuer Common Stock issued and outstanding, which represents the sum of (i) 6,396,115 shares of Issuer Common Stock that the Issuer represented to be outstanding as of August 12, 2009 and (ii) 1,489,727 shares of Issuer Common Stock resulting from the assumed conversion of 446,918 shares of Series A Preferred Stock owned by Dimensional.

     On a post-reverse stock split basis, Dimensional directly owns 2,709,276 shares of Issuer Common Stock and 446,918 shares of Series A Preferred Stock (which Series A may be converted into 1,489,727 shares of Issuer Common Stock), for aggregate beneficial ownership of 4,199,003 shares of Issuer Common Stock, which represents approximately 53.2% of the outstanding shares of Issuer Common Stock. As described in greater detail in Item 2, JDS has a majority membership interest in, and is the manager of Dimensional, JDSCM is the general partner of JDS, Joseph D. Samberg has a minority membership interest in Dimensional and is the managing member of JDSCM and Daniel C. Stein is the Chief Executive Officer of Dimensional. Therefore, each of JDS, JDSCM, Joseph D. Samberg and Daniel C. Stein may be deemed to be the beneficial owner of the Issuer Common Stock (including shares arising upon conversion of the Series A Preferred Stock) held by Dimensional.

     JDS, JDSCM, Joseph D. Samberg and Daniel C. Stein disclaim beneficial ownership of the shares of Issuer Common Stock directly beneficially owned by Dimensional (except for the indirect pecuniary interest of each of JDS, JDSCM, Joseph D. Samberg and Daniel C. Stein arising therein).

     References to and descriptions of the Merger Agreement set forth above in this Item 5 are not intended to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement.

(c) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Issuer Common Stock during the past 60 days, except as disclosed herein.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     The information set forth or incorporated by reference in Items 3, 4 and 5 is hereby incorporated herein by reference.

     References to and descriptions of the Merger Agreement and the Registration Rights Agreement incorporated herein are not intended to be complete and are qualified in their entirety by reference to the full text of each such agreement.

     Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

CUSIP NO. 25388X 20 5		13D		Page 10 of 11 pages

ITEM 7. Material to be filed as Exhibits.

Number		Description
99.1		Joint Filing Agreement, dated as of November 21, 2007, by and among Dimensional Associates, LLC, JDS Capital, L.P., JDS Capital Management, LLC, Joseph D. Samberg and Daniel C. Stein.*
99.2		Agreement and Plan of Merger, dated as of July 10, 2007, by and among Digital Music Group, Inc., The Orchard Enterprises Inc. and DMGI New York, Inc., as amended by the Amended and Restated Agreement and Plan of Merger, dated September 13, 2007, as further amended by the Second Amended and Restated Agreement and Plan of Merger, dated October 5, 2007.*
99.3		Amendment No. 1 to the Second Amended and Restated Agreement and Plan of Merger, dated November 7, 2007.*
99.4		Registration Rights Agreement, dated November 13, 2007, by and among Digital Music Group, Inc. and certain stockholders of The Orchard Enterprises Inc.*

CUSIP NO. 25388X 20 5		13D		Page 11 of 11 pages

SIGNATURES

     After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 2, 2009

		DIMENSIONAL ASSOCIATES, LLC
		By:		/s/ JOSEPH D. SAMBERG   Joseph D. Samberg
				Managing Member
		JDS CAPITAL, L.P.
		By:		JDS Capital Management, LLC
				its general partner
		By:		/s/ JOSEPH D. SAMBERG   Joseph D. Samberg
				Managing Member
		JDS CAPITAL MANAGEMENT, LLC
		By:		/s/ JOSEPH D. SAMBERG   Joseph D. Samberg
				Managing Member

JOSEPH D. SAMBERG
/s/ JOSEPH D. SAMBERG
DANIEL C. STEIN
/s/ DANIEL C. STEIN