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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
BALDWIN PIANO & ORGAN COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
058246
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ___. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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 (however, see the
Notes).
(Continued on following pages)
Page 1 of 14 Pages
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CUSIP No. 058246 13G Page 2 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
Robert S. Harrison
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
Mr. Harrison is filing this Schedule 13G as part of a
joint filing pursuant to Rule 13d-1(f)(1).
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 26,750
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 350,517
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 26,750
PERSON 8. SHARED DISPOSITIVE POWER
WITH 350,517
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,267
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
The aggregate amount in Row (9) includes 101,012 shares
which are subject to a purchase option held by Mrs. R.S.
Harrison. Mr. Harrison disclaims beneficial ownership in those
shares pursuant to Rule 13d-4
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 058246 13G Page 3 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
John J. Kropp, Trustee
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
Mr. Kropp is filing this Schedule 13G as part of a
joint filing pursuant to Rule 13d-1(f)(1).
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 350
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 350,517
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 350
PERSON 8. SHARED DISPOSITIVE POWER
WITH 350,517
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,867
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 058246 13G Page 4 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
C. L. Harrison, III
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
Mr. Harrison is filing this Schedule 13G as part of a
joint filing pursuant to Rule 13d-1(f)(1).
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 101,012
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 101,012
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,012
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.95%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 058246 13G Page 5 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
Priscilla Harrison Connell
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
Ms. Connell is filing this Schedule 13G as part of a
joint filing pursuant to Rule 13d-1(f)(1).
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 101,012
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 101,012
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,012
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.95%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 058246 13G Page 6 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
Anne W. Harrison
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
Ms. Harrison is filing this Schedule 13G as part of a
joint filing pursuant to Rule 13d-1(f)(1).
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 350,517
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 350, 517 (101,012 of which are subject
to Ms. Harrison's option to
purchase such shares)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,517
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.0%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 058246 13G Page 7 of 14 Pages
SCHEDULE 13G
ITEM 1
(a) NAME OF ISSUER: Baldwin Piano & Organ Company
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
422 Wards Corner Road
Loveland, Ohio 45140-8390
ITEM 2
(a) NAME OF PERSON FILING: Robert S. Harrison, John J. Kropp,
Trustee, C. L. Harrison, III,
Priscilla Harrison Connell and
Ann W. Harrison
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
See attached Exhibit I
(c) CITIZENSHIP: All reporting persons on this Schedule 13G
are American citizens.
(d) TITLE OF CLASS OF SECURITIES: Common Stock
(e) CUSIP NUMBER: 058246
ITEM 3
Not Applicable. This statement is filed pursuant to
Rule 13d-1(c).
ITEM 4
OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: *
(b) PERCENT OF CLASS: *
(c) (i) SOLE VOTING POWER: *
(ii) SHARED VOTING POWER: *
(iii) SOLE DISPOSITIVE POWER: *
(iv) SHARED DISPOSITIVE POWER: *
* All of the information required by this Item 4 with respect
to each of the reporting persons in incorporated herein by
reference to Paragraphs 5 through 11, inclusive, of cover pages 2
through 6, inclusive.
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CUSIP No. 058246 13G Page 8 of 14 Pages
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The aggregate number of shares of common stock of
Baldwin Piano & Organ Company covered by this Schedule 13G is
377,617 shares. Of those shares, 26,750 are solely owned by Mr.
R. S. Harrison and 350,867 shares are held in six separate
trusts. The beneficial interests of all the reporting persons
identified herein regarding the shares held in trust is described
in the response to Item 4. In addition to the reporting persons,
the four adult children of Mr. R. S. Harrison have the right as
beneficiaries to receive dividends from and the sale proceeds of
101,362 shares which are held in five separate trusts. None of
Mr. R. S. Harrison's four children have an individual interest
which relates to more than five percent of the outstanding common
stock of Baldwin Piano & Organ Company.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable. Each reporting person identified in
Item 2(a) is filing this Schedule G as part of a joint filing
pursuant to Rule 13d-1(f)(1) and such reporting persons, in the
aggregate, do not constitute a group as defined by Rule 13d-
5(b). This Schedule G is filed on behalf of each such reporting
person as evidenced by their written agreement attached as
Exhibit II. Joseph H. Head, Jr. has withdrawn from such
agreement in that he is no longer a beneficial owner of any of
the securities reported herein
ITEM 9
NOTICE OF DISSOLUTION OF GROUP
Not Applicable
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CUSIP No. 058246 13G Page 9 of 14 Pages
ITEM 10
CERTIFICATION
Not Applicable. This Statement is filed pursuant to
Rule 13d-1(c).
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Date: February 9, 1994 R. S. HARRISON
R. S. Harrison, individually and
as attorney-in-fact for C. L.
Harrison, III, Priscilla Harrison
Connell, Anne W. Harrison and
John J. Kropp, Trustee and
pursuant to the power of attorney
granted in that certain Agreement
dated February 11, 1987 by and
among such persons, which
Agreement is attached hereto as
Exhibit II.
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CUSIP No. 058246 13G Page 10 of 14 Pages
EXHIBIT I
Address of Reporting Persons' Principal Business Office
or Residence:
Robert S. Harrison
Baldwin Piano & Organ Company
422 Wards Corner Road
Loveland, Ohio 45140-8390
John J. Kropp, Trustee
Graydon, Head & Ritchey
P. O. Box 6464
Cincinnati, Ohio 45201
C. L. Harrison, III
Hilliard & Lyons, Inc.
105 E. Fourth Street
Suite 1316
Cincinnati, Ohio 5202
Pricilla Harrison Connell
831 Indian Hill Road
Terrace Park, Ohio 45170
Anne W. Harrison
4040 Mt. Carmel Road
Cincinnati, Ohio 45244
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CUSIP No. 058246 13G Page 11 of 14 Pages
EXHIBIT II
AGREEMENT
THIS AGREEMENT is made on this 11th day of February,
1987 by and among R. S. Harrison, John J. Kropp, Joseph H. Head,
Jr., C. L. Harrison, III, Priscilla Harrison Connell and Anne W.
Harrison.
WHEREAS, all of the parties to this Agreement have a
direct or indirect beneficial interest in all or part of the same
959,073 shares of Baldwin Piano & Organ Company (the "Shares") as
more fully described in the Schedule 13G dated the date hereof
(the "Schedule 13G") to which this Agreement is attached as
Exhibit II; and
WHEREAS, all of the parties hereto desire that such
Schedule 13G be timely filed with the Securities and Exchange
Commission on behalf of each of them; and
WHEREAS, the parties hereto desire to evidence their
agreement that such Schedule 13G be filed on behalf of each of
them as required by Rule 13d-1(f)(1) promulgated under the
Securities Exchange Act of 1934;
NOW, THEREFORE, the parties hereto agree as follows:
1. JOINT FILING. Each of the parties hereto agrees
that the filing of the Schedule 13G be jointly filed with the
Securities and Exchange Commission on behalf of each of them with
respect to the Shares.
2. REPRESENTATIONS. Each of the parties hereto
represents to each other party that he or she is individually
eligible to use the Schedule 13G on which the information
regarding his or her beneficial interest in the Shares is to be
jointly filed and that the information therein regarding him or
her is complete and accurate.
3. RESPONSIBILITIES. No individual signing this
Agreement has any responsibility for the completeness or accuracy
of the information in the Schedule 13G concerning the other
individuals making the joint filing unless he or she knows or has
reason to believe that such information is inaccurate. In the
event of such knowledge, the believed inaccuracy shall be
reported to the Treasurer of Baldwin Piano & Organ Company.
4. AMENDMENTS TO SCHEDULE 13G. If any material
change occurs in the facts set forth in the Schedule 13G, such
change shall be timely reported to the Treasurer of Baldwin Piano
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CUSIP No. 058246 13G Page 12 of 14 Pages
& Organ Company and an amendment to Schedule 13G shall be
prepared and filed with the Securities and Exchange Commission in
accordance with Rule 13d-2 promulgated under the Securities
Exchange Act of 1934.
5. POWER OF ATTORNEY. Each party to this Agreement
hereby constitutes and appoints R. S. Harrison and John J. Kropp,
or either of them, as his or her true and lawful attorneys-in-
fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments
to the Schedule 13G to which this Agreement is attached, and to
file the same, with all exhibits thereto, with the Securities and
Exchange Commission, granting into said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
foregong, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue of this Agreement.
6. DURATION. The parties' collective desire and
agreement to make joint filings on behalf of each of them on
Schedule 13G pursuant to the terms and conditions of this
Agreement shall continue as to all of them until such time as one
or more of them shall give written notice of his or her
withdrawal from this Agreement to the Treasurer of Baldwin Piano
& Organ Company in its principal executive offices. Subsequent
to receipt of such notice, joint filings will be made only on
behalf of such persons who have not so withdrawn.
7. SUCCESSORS, HEIRS AND ASSIGNS. This Agreement
will be effective as to the lawful successors, heirs or assigns
of the parties hereto only upon the written consent of such
successor, heir or assigns.
8. COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
9. ENTIRE AGREEMENT. This Agreement represents the
entire Agreement between the parties and may be amended or
modified only as set forth herein.
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CUSIP No. 058246 13G Page 13 of 14 Pages
IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed as of the date first written above.
/s/ R. S. Harrison
R. S. Harrison, as Chairman of the
Board and Chief Executive Officer
of Baldwin Piano & Organ Company;
and as Investment Advisor u/t/a
dated February 4, 1986
/s/ John J. Kropp, Trustee
John J. Kropp, as Trustee u/t/a
dated February 4, 1986; as Trustee
u/t/a dated April 18, 1984; as
Trustee u/t/a dated January 8,
1984; as Trustee u/t/a dated
January 5, 1984; as Trustee u/t/a
dated January 1, 1984; and as
Trustee u/t/a dated December 31,
1983
/s/ Joseph H. Head, Jr.
Joseph H. Head, Jr., as Special
Advisor u/t/a January 8, 1986; as
Special Advisor u/t/a dated
January 5, 1986; as Special
Advisor u/t/a dated January 1,
1984; and as Special Advisor u/t/a
December 31, 1983
/s/ C. L. Harrison, III
C. L. Harrison, III, as Special
Advisor u/t/a January 8, 1986; as
Special Advisor u/t/a dated
January 5, 1984; as Special
Advisor u/t/a dated January 1,
1984; and as Special Advisor u/t/a
December 31, 1983
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CUSIP No. 058246 13G Page 14 of 14 Pages
/s/ Priscilla Harrison Connell
Priscilla Harrison Connell, as
Special Advisor u/t/a January 8,
1984; as Special Advisor u/t/a
dated January 5, 1984; as
Special Advisor u/t/a dated
January 1, 1984; and as Special
Advisor u/t/a December 31, 1983
/s/ Anne W. Harrison
Anne W. Harrison, an Individual
