<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
SCHEDULE 13D
(AMENDMENT NO. 5)
Under the Securities Exchange Act of 1934
Baldwin Piano & Organ Company
__________________
(Name of issuer)
Common Stock
___________________________
(Title of class of securities)
058246109
-------------
(CUSIP number)
Kenneth W. Pavia, Sr.
Bolero Investment Group, L.P.
1101 E. Balboa Boulevard
Newport Beach, CA 92661-1313
(714) 675-3850
______________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
COPY TO:
Scott R. Haber
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111-2562
(415) 391-0600
December 19, 1996
__________________________________________________
(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 which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid with the statement: [ ]
Page 1 of 14 Pages
Exhibit Index is on Page 10
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 058246109 13D PAGE 2 OF 14 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bolero Investment Group, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 193,060 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 193,060 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
193,060 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
5.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
2
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 058246109 13D PAGE 3 OF 14 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth W. Pavia, Sr.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 245,060 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 245,060 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
245,060 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
7.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
3
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 058246109 13D PAGE 4 OF 14 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FHI, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 52,000 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 52,000 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
52,000 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
1.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
4
<PAGE>
This Amendment No. 5 to Schedule 13D is being filed on behalf of the
undersigned Reporting Persons to amend the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on July 18, 1996, as
amended (as amended, the "Schedule 13D"), relating to shares of common stock,
par value $.01 per share (the "Shares"), of Baldwin Piano & Organ Company, a
Delaware corporation (the "Company"). Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meanings as set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
Since the date of Amendment No. 4 to the Schedule 13D, Bolero has
acquired 23,500 Shares, of which (i) 10,000 Shares were contributed to Bolero by
FHI and (ii) 13,500 Shares were purchased by Bolero for an aggregate purchase
price (excluding commissions) of $160,771 provided from its working capital.
Item 4. Purpose of Transaction.
-----------------------
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
On December 19, 1996, Mr. Pavia, on behalf of himself, sent a letter
to the Company, which letter is filed as Exhibit 2 and is incorporated by
reference herein, repeating and confirming his request that the proposal (the
"Proposal") and the Supporting Statement set forth below be included in the
Company's proxy solicitation materials for the Company's 1997 Annual Meeting of
Shareholders.
Resolved that the shareholders of the company deem it desirable and in
their best interest that the Board of Directors immediately engage the
services of a nationally recognized investment banker to explore all
alternatives to enhance shareholder values, including a possible sale,
merger or other business combination involving the company.
SUPPORTING STATEMENT:
Proponent believes that the company is facing a variety of challenges
and opportunities that management has not addressed. The company's
tradenames - Baldwin, Wurlitzer and Chickering - have worldwide name
recognition, and the company is a premier producer of mid-priced
pianos and organs. As the sole piano maker in America, Baldwin faces
mostly foreign competition in an era where there is a movement in this
country to "buy American." The finance company of Baldwin has been in
existence for a century, and provides growth opportunities as an
independent entity and as a sales tool for the company. The digital
piano division continues to expand while the church
5
<PAGE>
organ unit has increased its market share, and the circuit board
division has demonstrated its potential for growth since its
inception.
Despite all of these and other intrinsic strengths and opportunities,
proponent believes that the company's stock has underperformed, and
that the current, laggard stock price does not reflect the company's
true value. Proponent also believes that there is an unacceptably low
level of investment community interest in the stock, which has
resulted in a lack of liquidity for the shareholders. Proponent
believes that management has not addressed many of the fundamental
issues that face the company, and has failed to take advantage of the
opportunities, which is due in part to the lack of depth of
management.
The Board of Directors should take immediate action to engage the
services of an investment banker to explore all alternatives to
enhance the value of the company, including a possible sale, merger or
other business combination of the company as a way of maximizing
shareholder value. Proponent believes that this action would be in
accordance with the fiduciary obligations of the Board of Directors.
The Board of Directors must understand that the shareholders'
interests would now be best served by prompt, diligent, and good faith
implementation of the above resolution. Retaining an investment
banking firm to assist the Board and management in fulfilling their
duties to enhance shareholder value would require little, if any, cost
outlay by the company. This would be a positive means to enable the
company to realize its potential, and a productive way to yield the
kind of returns which we as shareholders deserve.
Shareholders are urged to vote "FOR" the proposal.
The Reporting Persons reserve the right to solicit proxies for the
Proposal or for other proposals which they may decide to present at the meeting.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
(a)-(b) As of the close of business on December 19, 1996, Bolero
directly owned in the aggregate 193,060 Shares, which represent approximately
5.6% of the 3,425,396 Shares outstanding as of November 1, 1996, as reported in
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996 (the "Outstanding Shares"). Bolero, acting through its sole general
partner, Mr. Pavia, has the sole power to vote or direct the vote, and to
dispose or to direct the disposition of, the Shares which it owns directly.
As of the close of business on December 19, 1996, FHI directly owned
in the aggregate 52,000 Shares, which represent approximately 1.5% of the
Outstanding Shares. FHI has the sole power to vote or direct the vote, and to
dispose or to direct the disposition
6
<PAGE>
of, the Shares which it owns directly. As a limited partner of Bolero, FHI has
no right to vote or dispose of any Shares held by Bolero, and therefore does not
beneficially own any Shares held by Bolero.
As of the close of business on December 19, 1996, Mr. Pavia did not
hold any Shares directly. As the sole general partner of Bolero, Mr. Pavia may
be deemed to beneficially own the Shares held by Bolero. As the sole executive
officer and shareholder of FHI, Mr. Pavia may be deemed to beneficially own the
Shares held by FHI.
As of the close of business on December 19, 1996, Mrs. Pavia did not
hold any Shares directly. Mrs. Pavia has no right to vote or dispose of any
Shares held by Bolero or FHI, and therefore does not beneficially own any of
such Shares.
As of the close of business on December 19, 1996, Balboa did not hold
any Shares directly. As a limited partner of Bolero, Balboa has no right to
vote or dispose of any Shares held by Bolero, and therefore does not
beneficially own any Shares.
The Reporting Persons may be deemed to be acting as a group in
relation to their respective investments in the Company.
Except as set forth in this Item 5(a)-(b), each of the persons named
in this Item 5(a)-(b) disclaims beneficial ownership of any Shares owned
beneficially or of record by any other person named in this Item 5(a)-(b).
(c) On November 25, 1996, Bolero acquired 10,000 of the Shares it
presently owns through a capital contribution by FHI, which Shares had an
aggregate market value of $133,750 as of that date. In addition, since the date
of Amendment No. 4 to the Schedule 13D, Bolero has purchased 13,500 Shares
through open market purchases in the following transactions, all of which were
effected in the over-the-counter market:
<TABLE>
<CAPTION>
Date Number of Shares Price per Share*
---- ---------------- ---------------
<S> <C> <C>
11/25/96 1,500 $13.297
12/06/96 1,000 $12.75
12/11/96 4,000 $12.00
12/12/96 2,000 $11.60
12/16/96 2,000 $11.00
12/16/96 3,000 $11.625
</TABLE>
* Excluding commissions
7
<PAGE>
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 1 Joint Filing Agreement dated as of July 17, 1996, which was filed as
Exhibit 1 to the Schedule 13D filed on July 18, 1996 by the Reporting
Persons and is incorporated by reference herein.
Exhibit 2 Letter from Mr. Pavia to the Company dated December 19, 1996.
8
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: December 19, 1996
Bolero Investment Group, L.P.
By: /s/ Kenneth W. Pavia, Sr.
-----------------------------------
Name: Kenneth W. Pavia, Sr.
Its: General Partner
/s/ Kenneth W. Pavia, Sr.
---------------------------------------
Kenneth W. Pavia, Sr.
FHI, Inc.
By: /s/ Kenneth W. Pavia, Sr.
----------------------------------
Name: Kenneth W. Pavia, Sr.
Its: President
9
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<S> <C>
Exhibit 1 Joint Filing Agreement dated as of July 17, 1996, which was filed as
Exhibit 1 to the Schedule 13D filed on July 18, 1996 by the Reporting
Persons and is incorporated by reference herein.
Exhibit 2 Letter from Mr. Pavia to the Company dated December 19, 1996.
</TABLE>
10
<PAGE>
Exhibit 2
BOLERO INVESTMENT GROUP, L.P.
-----------------------------
PO DRAWER 5208 1101 EAST BALBOA BLVD.
HILTON HEAD ISLAND, SC 29938 NEWPORT BEACH, CA 92661-1313
(803) 785-7730 (714) 675-3850
(803) 686-2659 (FAX) (714) 673-0434 (FAX)
December 19, 1996
Ms. Karen Hendricks
Chief Executive Officer & President
Baldwin Piano & Organ Co.
422 Wards Corner
Loveland, OH 45140-8390
RE: September 13th Bolero Proposal
Dear Ms. Hendricks:
As you may recall, on September 13, 1996, I sent you a letter requesting that
the Board of Directors of Baldwin Piano & Organ Co. voluntarily employ a
nationally recognized investment banker to explore a possible sale, merger, or
business combination as alternatives to enhancing the company's value. In the
event that the Board refused to honor my request, I requested that the proposal
set forth below be included in the proxy materials for the company's 1997 Annual
Meeting. As of this date, I have not received the courtesy of a response. As
the company apparently continues to be unable to stem the current trend of low
stock price, flat sales and flat earnings, I respectfully repeat and confirm my
request that the following proposal be included in the proxy materials for the
company's 1997 Annual Meeting:
Resolved that the shareholders of the company deem it desirable and in
their best interest that the Board of Directors immediately engage the
services of a nationally recognized investment banker to explore all
alternatives to enhance shareholder values, including a possible sale,
merger, or other business combination involving the company.
<PAGE>
SUPPORTING STATEMENT:
Proponent believes that the company is facing a variety of challenges
and opportunities that management has not addressed. The company's
tradenames - Baldwin, Wurlitzer and Chickering - have worldwide name
recognition, and the company is a premier producer of mid-priced
pianos and organs. As the sole piano maker in America, Baldwin faces
mostly foreign competition in an era where there is a movement in this
country to "buy American." The finance company of Baldwin has been in
existence for a century, and provides growth opportunities as an
independent entity and as a sales tool for the company. The digital
piano division continues to expand while the church organ unit has
increased its market share, and the circuit board division has
demonstrated its potential for growth since its inception.
Despite all of these and other intrinsic strengths and opportunities,
proponent believes that the company's stock has underperformed, and
that the current, laggard stock price does not reflect the company's
true value. Proponent also believes that there is an unacceptably low
level of investment community interest in the stock, which has
resulted in a lack of liquidity for the shareholders. Proponent
believes that management has not addressed many of the fundamental
issues that face the company, and has failed to take advantage of the
opportunities, which is due in part to the lack of depth of
management.
The Board of Directors should take immediate action to engage the
services of an investment banker to explore all alternative to enhance
the value of the company, including a possible sale, merger, or other
business combination of the company as a way of maximizing shareholder
value. Proponent believes that this action would be in accordance
with the fiduciary obligations of the Board of Directors.
The Board of Directors must understand that the shareholders'
interests would now be best served by prompt, diligent, and good faith
implementation of the above resolution. Retaining an investment
banking firm to assist the Board and management in fulfilling their
duties to enhance shareholder value would require little, if any, cost
outlay by the company. This would be a positive means to enable the
company to realize its potential, and a productive way to yield the
kind of returns which we as shareholders deserve.
Shareholders are urged to vote "FOR" the proposal.
As general partner of Bolero Investment, I currently am the beneficial owner of
245,060 shares of Baldwin Common Stock. Of these shares, I acquired beneficial
ownership of 102,500 shares (which represent more than $1,000 in market value of
Baldwin Common Stock) more than a year ago. I intend to continue to own such
shares through the date on
<PAGE>
which the 1997 Annual Meeting of Shareholders of Baldwin is held. I am not the
record of any shares at this time. For information concerning my stock
ownership as of September 13, 1996, please see my letter to you of that date.
The Schedule 13D filed by Bolero, FHI and me with the Securities and Exchange
Commission on July 18, 1996, and amendments thereto have or will set forth
transactions pursuant to which I acquired beneficial ownership of certain
Baldwin shares. In addition, I have listed below the date of acquisition of the
other Baldwin shares that I beneficially own.
<TABLE>
<CAPTION>
Date of Acquisition by Kenneth Pavia Number of Shares
------------------------------------ ----------------
<S> <C>
August 2, 1994 10,000
</TABLE>
<TABLE>
<CAPTION>
Date of Acquisition by FHI, Inc. Number of Shares
------------------------------------ ----------------
<S> <C>
August 12, 1994 32,000
August 12, 1994 9,000
August 16, 1994 15,000
February 28, 1995 1,000
September 18, 1995 2,000
September 27, 1995 1,000
April 1, 1996 2,000
</TABLE>
<TABLE>
<CAPTION>
Date of Acquisition by
Balboa Investment Group L.P. Number of Shares
----------------------------------- ----------------
<S> <C>
August 12, 1994 8,500
August 16, 1994 15,000
December 20, 1994 5,000
July 11, 1995 1,000
September 18, 1995 2,000
December 15, 1995 1,000
March 21, 1996 1,600
April 25, 1996 2,000
April 30, 1996 2,000
</TABLE>
<PAGE>
Thank you for your prompt attention to this matter.
Sincerely,
/s/ Kenneth W. Pavia
Kenneth W. Pavia, G.P.
