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As filed with the Securities and Exchange Commission on September 27, 1996
Commission File Number 0-14903
AMENDMENT NO. 1 TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BALDWIN PIANO & ORGAN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 31-1091812
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
422 Wards Corner Road, Loveland, Ohio 45140-8390
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
<S> <C>
None Not Applicable
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase
Common Stock, $.01 par value
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On September 3, 1996, the Board of Directors of Baldwin Piano & Organ
Company (the "Company"), authorized the issuance of one common share purchase
right (a "Right") with respect to each outstanding share of common stock, $.01
par value (the "Common Shares"), of the Company. The rights were issued on
September 10, 1996 to the holders of record of Common Shares on that date. Each
Right entitles the registered holder to purchase from the Company one Common
Share at a price of $60.00 per Common Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated September 4, 1996, between the
Company and the Provident Bank, as Rights Agent.
DETACHMENT OF RIGHTS: EXERCISE. Initially, the Rights will attach to
all Common Share certificates representing outstanding shares and no separate
Right Certificate will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding Voting Shares (as defined below) of the Company,
or (ii) 10 business days following the commencement or announcement of an
intention to commence a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group of 15% or
more of such outstanding Voting Shares. "Voting Shares" shall mean (i) the
Common Shares of the Company and (ii) any other shares of capital stock of the
Company entitled to vote generally in the election of directors or entitled to
vote together with the Common Shares in respect of any merger or consolidation
of the Company, any sale of all or substantially all of the Company's assets or
any liquidation, dissolution or winding up of the Company.
Until the Distribution Date (or earlier redemption or expiration of
the Rights) (i) the Rights will be evidenced, with respect to any of the Common
Shares outstanding on September 10, 1996, by the certificates representing such
Common Shares with a copy of a Summary of Rights attached thereto, (ii) the
Rights will be transferred with and only with the Common Shares, (iii) new
Common Share certificates issued after September 10, 1996, upon transfer or new
issuance of the Common Shares will contain a notation incorporating the Rights
Agreement by reference, and (iv) the surrender for transfer of any certificates
for Common Shares outstanding as of September 10, 1996, even without such
notation or a copy of the Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 3, 2006 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or the Rights are earlier redeemed or
exchanged by the Company as described below.
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If a person or group were to acquire 15% or more of the Voting Shares,
each Right then outstanding (other than Rights beneficially owned by the
Acquiring Person which would become null and void) would become a right to buy
that number of Common Shares that at the time of such acquisition would have a
market value of two times the Purchase price of the Right.
If the Company were acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power were
sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price of the Right.
REGISTRATION AND LISTING OF COMMON SHARES. The offer and sale of the
Common Shares issuable upon exercise of the Rights will be registered with the
Securities and Exchange Commission but such registration will not be effective
until the Rights become exercisable. As described above, however, the Rights
will not be transferable separately from the Common Stock until the
Distribution Date.
ANTI-DILUTION AND OTHER ADJUSTMENTS. The number of Common Shares or
other securities or property issuable upon exercise of the Rights, and the
Purchase Price payable, are subject to customary adjustments from time to time
to prevent dilution.
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior to the Distribution
Date.
EXCHANGE OPTION. At any time after the acquisition by a person or
group of affiliated or associated persons of beneficial ownership of 15% or
more of the outstanding Voting Shares and before the acquisition by a person or
group of 50% or more of the Outstanding Voting Shares, a majority of the
Continuing Directors (as defined below) on the Board of Directors, may, at
their option, issue Common Shares in mandatory redemption of, or in exchange
for, all or part of the then Outstanding and exercisable Rights (other than
Rights owned by such Acquiring Person or group which would become null and
void) at an exchange ratio of one Common Share for each two Common Shares for
which each Right is then exercisable, subject to adjustment. "Continuing
Directors" shall mean (i) any member of the Board of Directors, who, while such
person is a member of the Board of Directors, is not an Acquiring Person, or an
affiliate or associate of an Acquiring Person, and was a member of the Board
prior to the date of the Rights Agreement, or (ii) any Person who after the
date of the Rights Agreement becomes a member of the Board of Directors and
who, while such Person is a member of the Board of Directors, is not an
Acquiring Person, or an affiliate or associate of an Acquiring Person, if such
Person's nomination for election or election to the Board of Directors is
recommended or approved by a majority of the Continuing Directors, or (iii) any
Person who subsequently becomes a member of the Board of Directors who, while
such Person is a member of the Board of Directors, is not an Acquiring Person,
or an affiliate or associate of an Acquiring Person, if such Person's election
to the Board of Directors is solely the result of a proxy
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solicitation made pursuant to a publicly-filed Schedule 14A or any comparable
or successor form under the Exchange Act.
REDEMPTION OF RIGHTS. At any time prior to the first public
announcement that a person or group has become an Acquiring Person, a majority
of the Continuing Directors may redeem all, but not less than all, of the then
outstanding Rights at a price of $0.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.
NO RIGHTS AS SHAREHOLDER. Until a Right is exercised, the holder
thereof, as such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the
Board of Directors without the consent of the holders of the Rights, including
an amendment to extend the Final Expiration Date, and, provided a Distribution
Date has not occurred, to extend the period during which the Rights may be
redeemed, except that after the Distribution Date no such amendment may
materially and adversely affect the interests of the holders of the Rights.
Item 2. Exhibits.
Listed below are all of the constituent instruments defining the
rights of holders of the Common Share Purchase Rights, including any contracts
or other documents which limit or qualify the rights of such holders:
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Exhibit
Number Description of Exhibit
<S> <C> <C>
1 Rights Agreement between Baldwin Piano & Organ Company and The Provident
Bank dated as of September 4, 1996.*
2 Form of Right Certificate. (1)
3 Baldwin Piano & Organ Company Shareholder Rights Plan Summary of Rights to
Purchase Common Shares. (2)
4 Certificate of Incorporation of the Registrant, as amended. (3)
5 Bylaws of the Registrant. (3)
* Previously filed.
(1) Attached as Exhibit A to the Rights Agreement attached hereto as Exhibit 1.
(2) Attached as Exhibit B to the Rights Agreement attached hereto as Exhibit 1.
(3) Incorporated by reference from the Registrant's Form S-1 Registration Statement as
declared effective by the Commission on October 8, 1986.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: September 27, 1996
Baldwin Piano & Organ Company
By: ______________________________
Printed Name: Charles R. Juengling
Title: Controller/Secretary
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
<S> <C> <C>
1 Rights Agreement between Baldwin Piano & Organ Company and The Provident
Bank dated as of September 4, 1996.*
2 Form of Right Certificate. (1)
3 Baldwin Piano & Organ Company Shareholder Rights Plan Summary of Rights to
Purchase Common Shares. (2)
4 Certificate of Incorporation of the Registrant, as amended. (3)
5 Bylaws of the Registrant. (3)
* Previously filed.
(1) Attached as Exhibit A to the Rights Agreement attached hereto as Exhibit 1.
(2) Attached as Exhibit B to the Rights Agreement attached hereto as Exhibit 1.
(3) Incorporated by reference from the Registrant's Form S-1 Registration Statement as
declared effective by the Commission on October 8, 1986.
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