<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
SCHEDULE 13D
(AMENDMENT NO. 3)
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
November 21, 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 15 Pages
Exhibit Index is on Page 9
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- ----------------------- ---------------------
CUSIP NO. 058246109 SCHEDULE 13D PAGE 2 OF 15 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 169,560 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0- shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 169,560 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
169,560 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 (11)
13
5.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
2
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- ----------------------- ---------------------
CUSIP NO. 058246109 SCHEDULE 13D PAGE 3 OF 15 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 231,560 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0- shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 231,560 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
231,560 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 (11)
13
6.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
3
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 058246109 SCHEDULE 13D PAGE 4 OF 15 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 62,000 shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0- shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 62,000 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
62,000 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 (11)
13
1.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
4
<PAGE>
This Amendment No. 3 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 by Amendment No. 1 to Schedule 13D filed with the Commission on
September 16, 1996 and Amendment No. 2 to Schedule 13D filed with the Commission
on October 18, 1996 (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 and restated as follows:
As of the close of business on November 21, 1996, Bolero held 169,560
Shares, of which (i) 10,000 were contributed to Bolero by Mr. Pavia, (ii) 39,600
were contributed to Bolero by Balboa, (iii) 28,000 were contributed to Bolero by
limited partners of Bolero (other than Balboa) and (iv) 91,960 were purchased by
Bolero. Mr. Pavia purchased the Shares which he contributed to Bolero for an
aggregate purchase price (excluding commissions) of $126,750, which amount was
provided from his personal funds. Balboa purchased the Shares which it
contributed to Bolero for an aggregate purchase price (excluding commissions) of
$502,975, which amount was provided from borrowings under standard broker margin
arrangements which have been repaid. It is anticipated that Balboa will be
liquidated in the near future and the limited partner interests in Bolero which
it holds will be distributed to its general partner, Mr. Pavia, and certain of
its limited partners, including FHI. The Shares contributed to Bolero by
limited partners (other than Balboa) had an aggregate market value, at the time
they were contributed, of $404,875. Bolero purchased the Shares that it
purchased for an aggregate purchase price (excluding commissions) of $1,377,043,
which amount was provided from its working capital.
As of the close of business on November 21, 1996, FHI held an
aggregate of 62,000 Shares which it had purchased for an aggregate purchase
price (excluding commissions) of $789,500, which amount was provided from FHI's
working capital.
None of the Shares is currently subject to any margin arrangements,
although the Reporting Persons may from time to time enter into one or more of
such arrangements in the future.
5
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Item 4. Purpose of Transaction.
-----------------------
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
On November 21, 1996, Bolero submitted a letter to the Company, which
letter is filed as Exhibit 3 and is incorporated by reference herein, stating
its intent to propose five nominees to stand for election as members of the
Board of Directors of the Company at the 1997 Annual Meeting of Shareholders of
the Company. The letter also stated that if Karen Hendricks, Chief Executive
Officer of the Company, consents, Bolero would nominate her to remain on the
Company's Board of Directors. The letter also stated that this proposal is in
addition to, and does not replace, the previous proposal submitted requesting
that the Board retain a reputable investment banker to explore all alternatives
in enhancing the Company's value, including a possible sale, merger, or business
combination involving the Company. On November 21, 1996, Bolero issued a press
release related to the above proposal, which press release is filed as Exhibit 2
and is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 to the Schedule 13D is hereby amended and restated as follows:
(a)-(b) As of the close of business on November 21, 1996, Bolero
directly owned in the aggregate 169,560 Shares, which represent approximately
5.0% 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 November 21, 1996, FHI directly owned
in the aggregate 62,000 Shares, which represent approximately 1.8% of the
Outstanding Shares. FHI 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 November 21, 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 November 21, 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 November 21, 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.
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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) Since the filing of Amendment No. 2 to Schedule 13D, Bolero has
purchased 9,500 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>
10/21/96 2,000 $15.25
11/05/96 1,000 $13.00
11/13/96 2,000 $13.25
11/15/96 2,000 $13.25
11/18/96 2,500 $13.00
</TABLE>
* Excluding commissions
Except as set forth herein, none of the Reporting Persons, Mrs. Pavia or Balboa
has effected any transaction in the Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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 Form of Press Release.
Exhibit 3 Letter from Bolero to the Company dated November 21, 1996.
7
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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: November 21, 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
8
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EXHIBIT INDEX
-------------
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 Form of Press Release.
Exhibit 3 Letter from Bolero to the Company dated November 21, 1996.
9
<PAGE>
EXHIBIT 2
BOLERO INVESTMENT GROUP
-----------------------
PROPOSES NOMINEES FOR BALDWIN PIANO & ORGAN CO.
-----------------------------------------------
BOARD OF DIRECTORS
------------------
Bolero proposes 5 new Directors
-------------------------------
Hilton Head Island, SC. November 21, 1996---Bolero Investment Group
L.P. has announced its intent to propose five nominees to stand for election as
members of the Board of Directors of Baldwin Piano & Organ Company at the 1997
Annual Meeting of Shareholders of the Company. On November 21, 1996, Kenneth W.
Pavia, Sr., the general partner of the Partnership, submitted a letter to Ms.
Karen Hendricks, CEO of Baldwin, outlining the nominees and some of their
qualifications. The nominees are:
1. The Honorable John West. Governor West served as Governor of South
Carolina from 1970 through 1976 and Ambassador to Saudi Arabia from 1977 through
1981. Currently he serves on the Board of Directors of Seibels Bruce Group Inc.
and on the board of Donaldson, Lufkin & Jenrette.
2. Mr. Edward McDonnell. Mr. McDonnell currently serves on the Board of
Directors of Seagrams Company LTD. He previously served on the board of MCA and
was executive vice-president of the Pillsbury Company.
3. Mr. Peter Cooper. Mr. Cooper is an attorney from New Zealand who
previously served as Chief Executive Officer of L.D. Nathan & Co., Limited, the
largest brewery and soft drink company in Australia/Asia. Currently, Mr. Cooper
is owner of Cooper & Co., a private investment firm.
4. Mr. David Harmon. Mr. Harmon is the president and chief executive
officer of El Camino Resources, Ltd., the leading privately held equipment
lessor in the United States. El Camino Resources currently has subsidiaries,
offices and strategic alliances in Europe, Latin America, the Pacific Rim and
the Far East.
5. Dr. Robert Lippert. Dr. Lippert is a financial economist specializing
in the design and implementation of financial strategies. He has a PH.D. in
finance and served on the faculty of Rutgers University. Dr. Lippert has
published a variety of articles in his field and is a native of Cincinnati,
Ohio.
This proposal is in addition to, and does not replace, the previous
proposal submitted on September 13, 1996 that requested that the Board of
Directors retain a reputable investment banker to explore all alternatives in
enhancing the company's value, including a possible sale, merger or business
combination involving the company.
<PAGE>
* * *
Bolero Investment Group, L.P., Kenneth W. Pavia, Sr. and FHI, Inc.
and each of the nominees may be deemed to be participants in the solicitation of
proxies. Bolero and FHI directly own 169,560 and 62,000 shares of Baldwin Common
Stock, respectively. Mr. Pavia may be deemed to beneficially own such shares.
None of the nominees beneficially owns any shares of Baldwin Common Stock,
except that Mr. Cooper may be deemed to beneficially own 11,500 shares of
Baldwin Common Stock held by Willowbrook Investments, a limited partnership, the
general partner of which is a company controlled by Mr. Cooper. In addition,
Governor West is a limited partner in Bolero, but disclaims beneficial ownership
of shares of Baldwin Common Stock owned by Bolero.
<PAGE>
EXHIBIT 3
Bolero Investment Group, L.P.
P.O. BOX 5208 1101 E. BALBOA BLVD.
HILTON HEAD ISLAND, SC 29938 NEWPORT BEACH, CA 92661-1313
(803) 785-7730 (714) 675-3850
(803) 686-2159 (FAX) (714) 673-0434 (FAX)
November 21, 1996
Ms. Karen Hendricks
CEO
422 Wards Corner Rd.
Loveland, OH 45140-8390
Re: Board of Directors
Dear Ms. Hendricks:
As previously stated, Bolero Investment Group, L.P. views its investment in
Baldwin Piano & Organ Company as having the potential for significant growth.
Factors which led to this optimism include the company having a rich and storied
one hundred & thirty six year history; Baldwin being the remaining embodiment of
American craftsmanship in the piano industry; a finance subsidiary as unique as
it is venerable; and an instant brand recognition which the company has earned
due to its past successes. When analyzing Baldwin's investment potential, it was
difficult to ignore the similarities between Baldwin and companies such as
Harley Davidson Inc. of the late 70's early 80's and their subsequent
achievements.
1
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Based on Bolero's perception of the opportunities and challenges confronting the
company, the partnership proposes the following slate of directors to be
presented to the shareholders at the 1997 Annual Meeting. The partnership
believes that the shareholders would benefit from the election of five new
independent directors to the Baldwin Board. This proposal is in addition to, and
does not replace, the previous proposal submitted requesting that the Board
retain a reputable investment banker to explore all alternatives in enhancing
the company's value, including a possible sale, merger, or business combination
involving Baldwin. These nominees bring a wealth of experience, specialized
knowledge, enthusiasm and vigor that will be essential to Baldwin and are being
proposed based on the partnership's reasoned belief that Baldwin would prosper
under new board leadership. Therefore, this letter serves as notice that the
Bolero Investment Group intends to nominate five individuals to stand for
election as members of the Baldwin Board of Directors at the 1997 Annual Meeting
of Shareholders of the Company. Set forth below is certain information
concerning the nominees.
1. Karen Hendricks. The Partnership would, if Ms. Hendricks consents,
nominate her to remain on the Board of Directors.
2. The Honorable John West. Governor West served as Governor of South
Carolina from 1970 through 1976 and Ambassador
2
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to Saudi Arabia from 1977 through 1981. Currently he serves on the Board of
Directors of Seibels Bruce Group Inc. and on the board of Donaldson, Lufkin &
Jenrette.
3. Mr. Edward McDonnell. Mr. McDonnell currently serves on the Board of
Directors of Seagrams Company LTD. He previously served on the board of MCA and
was executive vice-president of the Pillsbury Company.
4. Mr. Peter Cooper. Mr. Cooper is an attorney from New Zealand who
previously served as Chief Executive Officer of L.D. Nathan & Co., Limited, the
largest brewery and soft drink company in Australia/Asia. Currently, Mr. Cooper
is owner of Cooper & Co., a private investment firm.
5. Mr. David Harmon. Mr. Harmon is the president and chief executive
officer of El Camino Resources, Ltd., the leading privately held equipment
lessor in the United States. El Camino Resources currently has subsidiaries,
offices and strategic alliances in Europe, Latin America, the Pacific Rim and
the Far East.
6. Dr. Robert Lippert. Dr. Lippert is a financial economist specializing
in the design and implementation of financial strategies. He has a PH.D. in
finance and served on the
3
<PAGE>
faculty of Rutgers University. Dr. Lippert has published a variety of articles
in his field and is a native of Cincinnati, Ohio.
The Bolero Partnership's aspirations for Baldwin continue to include the
unlocking of the company's inherent value in order to maximize its potential. We
believe that the slate of directors would aid Baldwin in achieving this goal.
Sincerely,
/s/ Kenneth W. Pavia
Kenneth W. Pavia, G.P.
4
