SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
<PAGE>
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 276,255
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 101,012
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 276,255
PERSON 8. SHARED DISPOSITIVE POWER
WITH 101,012
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
<PAGE>
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 101,012
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 350
PERSON 8. SHARED DISPOSITIVE POWER
WITH 101,012
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,362
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
2.96%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
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
<PAGE>
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
<PAGE>
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
10.3%
12. TYPE OF REPORTING PERSON*
IN
<PAGE>
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
Anne 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 is incorporated herein by reference to Paragraphs 5 through
11, inclusive, of cover pages 2 through 6, inclusive.
<PAGE>
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, 276,255 are solely owned by Mr. R. S. Harrison (including a trust
for his benefit) and 101,362 shares are held in five 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
<PAGE>
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 10, 1995 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.
<PAGE>
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 45202
Priscilla Harrison Connell
831 Indian Hill Road
Terrace Park, Ohio 45170
Anne W. Harrison
4040 Mt. Carmel Road
Cincinnati, Ohio 45244
<PAGE>
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 Agree-
ment 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 Commis-
sion 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
<PAGE>
CUSIP No. 058246 13G Page 12 of 14 Pages
to the Treasurer of Baldwin Piano & 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 consti-
tutes 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 substi-
tution 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 foregoing, 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 Agree-
ment between the parties and may be amended or modified only as set forth
herein.
<PAGE>
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
<PAGE>
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
