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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
Baldwin Piano & Organ Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
058246109
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(CUSIP Number)
Kenneth W. Pavia, Sr. Charles Powers
Bolero Investment Group, L.P. Florence Partners Inc.
1101 E. Balboa Boulevard 2419 Sumter St. Ext.
Newport Beach, CA 92661-1313 Florence, SC 29502
(714) 675-3850 (803) 660-1941
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(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
June 2, 1997
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(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 [ ].
(Continued on following pages)
(Page 1 of 6 Pages)
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This Amendment No. 9 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 4. Purpose of Transaction.
Item 4 to the Schedule 13D is hereby amended, in pertinent
part, as follows:
On June 2, 1997, Bolero sent a letter to Ms. Karen Hendricks,
CEO of the Company, which letter is filed as Exhibit 2 and is incorporated by
reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement (incorporated by reference to Amendment
No. 6 to Schedule 13D).
Exhibit 2 Letter from Bolero to the Company dated June 2, 1997.
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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: June 4, 1997
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
Florence Partners Inc.
By: /s/ Charles Powers
Name: Charles Powers
Its: President
/s/ Charles Powers
Charles Powers
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement (incorporated by reference to Amendment
No. 6 to Schedule 13D)
Exhibit 2 Letter from Bolero to the Company
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BOLERO INVESTMENT GROUP, L.P.
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INGRAHAM BUILDING 1101 EAST BALBOA BLVD.
25 S.E. 2ND AVE., STE. 720 NEWPORT BEACH, CA 92661-1313
MIAMI, FL 33131 (714) 675-3850
(305) 371-5200 (714) 673-0434 (FAX)
(305) 371-5226 (FAX)
Ms. Karen Hendricks
Chief Executive Officer
Baldwin Piano & Organ Co.
422 Wards Corner
Loveland, OH 45140-8390
Re: Annual Meeting
Dear Ms. Hendricks:
In preparation for the annual shareholder meeting and the upcoming
vote, I have spoken to various shareholders and solicited their views
on the company and the current proxy contest. While there has been an
expression of dissatisfaction over the performance of the company, it
has been continuously suggested that any conflicts should be resolved
amicably and with the aid of all shareholders. Specifically, various
institutional investors have suggested that at this critical juncture
in the company's development, Baldwin would benefit from a united group
of shareholders and management as the company prepares to face the
challenges confronting it.
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As you may recall, I originally advocated the aforementioned course of
conduct and attempted to meet with you on various occasions. The
partnership subsequently provided various areas of concern that we
felt, if properly addressed, could benefit Baldwin and its
shareholders. I had also offered the services of the partnership,
myself, and our nominees to aid the company in achieving stated
objectives. As stated, the goal of the partnership should not be in
conflict with management; it should be exactly the same. As owners of
the company, we expect Baldwin to fulfill its potential and reward the
loyalty of its shareholders. The only difference of opinion therefore
is how to achieve these goals. The Bolero partnership would prefer to
work with management rather than taking an adversarial position.
The Bolero partnership has always maintained that the Board has a
responsibility to all of the company's shareholders. Similarly, in
attempting to increase shareholder value, it is incumbent upon the
partnership to respect the interest of the shareholders. Therefore, in
accordance with the wishes of various institutional investors, I would
respectfully request a meeting prior to the annual meeting in which we
would attempt to resolve all differences and agree on a course of
conduct going forward. This meeting would hopefully form the basis for
a partnership between the company and its major shareholders and should
be open to all shareholders interested in attending.
I look forward to your response and urge you to consider my proposal in
light of the best interest of the company and its shareholders.
Sincerely,
Kenneth W. Pavia, G.P.
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