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SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential For Use of the [ ] Confidential For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
BALDWIN PIANO & ORGAN COMPANY
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(Name of Registrant as Specified in its Charter)
BOLERO INVESTMENT GROUP, L.P.
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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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)
June 4, 1997
Bolero Investment Group, L.P. will be nominating five
candidates to stand for election to the Board of Directors of Baldwin Piano &
Organ Company at the June 12, 1997 Annual Meeting. BOLERO IS ASKING YOU TO VOTE
"FOR" ITS FIVE NOMINEES.
DO YOU SUPPORT THE ACTIONS OF THE BALDWIN BOARD OF DIRECTORS?
August 16, 1996 -- BALDWIN CEO REFUSES TO MEET WITH BOLERO. In
response to repeated requests from Bolero to meet to discuss Baldwin's business,
Baldwin's CEO has refused to meet with Bolero. Bolero and its general partner,
Kenneth Pavia, own 8.2% of the Baldwin stock. Is this how management of a public
company should treat a significant shareholder? Is this the hallmark of an
effective investor relations program? DO YOU AGREE WITH BALDWIN'S DECISION NOT
TO MEET WITH BOLERO?
Just this past week, Mr. Pavia again called on Baldwin's CEO
to meet to discuss ways that the Company and its major shareholders might work
together for the benefit of all Baldwin shareholders. To date, Mr. Pavia has
received no response.
September 3, 1996 --BALDWIN BOARD ADOPTS POISON PILL. Poison
pills have been criticized by many institutional and other shareholders as
devices that can entrench weak management and discourage valid bids.
Shareholders of many companies have voted in favor of proposals to rescind
poison pills. DO YOU AGREE WITH THE BOARD'S DECISION TO ADOPT A POISON PILL?
February 10, 1997 -- BALDWIN BOARD AMENDS BYLAWS TO REQUIRE
ADVANCE NOTICE OF NOMINATIONS. In November 1996, Bolero announced its intention
to nominate five individuals to stand for election at the Company's Annual
Meeting. Three months later, Baldwin amended its bylaws to force Bolero to
overcome artificial, procedural obstacles in order to exercise its right to
nominate directors. DO YOU AGREE WITH THE BOARD'S DECISION TO MAKE IT MORE
DIFFICULT FOR SHAREHOLDERS TO NOMINATE DIRECTORS?
WHY HAS THE BOARD REPEATEDLY TAKEN STEPS DESIGNED TO PREVENT YOU
FROM HAVING A CHOICE?
PLEASE CALL US AT (305) 371-5200 OR (800) 223-2064.
BANKS & BROKERS CALL (212) 440-9800.
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ARE THE INTERESTS OF THE BALDWIN BOARD THE SAME AS YOURS?
Bolero's general partner, Kenneth Pavia, has been a Baldwin
shareholder since August 1994. SINCE THAT TIME, HE HAS NEVER SOLD A SHARE OF
BALDWIN STOCK. Mr. Pavia, like many other Baldwin shareholders, has held on to
his investment despite the lackluster performance of the Company's stock.
MR. PAVIA'S INTERESTS ARE EXACTLY THE SAME AS YOURS. He wants
the value of his investment in Baldwin to increase to a level that reflects that
true worth of the Company. Why would a shareholder who beneficially owns more
than 279,000 shares of Baldwin stock want to cause shareholders to receive less
than full value for their shares?
Baldwin's nominees together hold only 43,000 shares of Baldwin
common stock (only about 1.2%). Even counting the options that they have granted
themselves, all five nominees together hold fewer shares than Mr. Pavia! ARE
THEIR INTERESTS THE SAME AS YOURS?
ARE YOU SATISFIED WITH BALDWIN'S PERFORMANCE?
SALES DOWN 4.6%
Sales in 1996 were $115.0 million compared with sales in 1993
of $120.7 million.
GROSS PROFIT DOWN 27%
Gross profit in 1996 was $22.6 million compared with gross profit in
1993 of $31.1 million.
NET EARNINGS DOWN 55%
Net earnings in 1996 were $2.1 million compared with net earnings in
1993 of $4.6 million.
SHAREHOLDER RETURNS HAVE SUFFERED
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Baldwin $100.00 $181.08 $162.16 $118.92 $135.14 $121.62
Russell 2000 $100.00 $118.41 $140.80 $138.24 $177.55 $206.83
Peer Group $100.00 $120.24 $166.08 $151.94 $154.71 $178.43
</TABLE>
THE RECORD SPEAKS FOR ITSELF!
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IF YOU HAVE ALREADY SIGNED AND RETURNED MANAGEMENT'S PROXY CARD AND YOU WANT TO
VOTE FOR THE BOLERO NOMINEES, YOU CAN REVOKE YOUR EARLIER PROXY BY SIGNING AND
RETURNING BOLERO'S PROXY CARD. YOU ALSO CAN REVOKE YOUR PROXY BY WRITTEN NOTICE
FILED WITH THE SECRETARY OF BALDWIN OR BY ATTENDING THE ANNUAL MEETING AND
VOTING IN PERSON.
YOUR VOTE CAN MAKE A DIFFERENCE!
IMPORTANT
IF YOU HAVE QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CONTACT THE FIRM ASSISTING US IN THE
SOLICITATION OF PROXIES:
GEORGESON & COMPANY, INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
1) Please SIGN, DATE AND MAIL Bolero's proxy card. You can obtain Bolero's proxy
card by contacting Georgeson & Company at one of the phone numbers above. If you
wish to vote FOR BOLERO'S SLATE OF NOMINEES, you must submit Bolero's proxy card
and MUST NOT submit Baldwin's white proxy card.
2) If you have already voted Baldwin's white proxy card, you have every legal
right to change your mind and vote FOR OUR SLATE. Only the latest dated proxy
card will be counted. Please sign the Bolero proxy card exactly as your name
appears on the stock certificate representing your shares.
3) If your shares are held for you by a bank or brokerage firm, only your bank
or brokerage firm can vote your shares, and only after receiving your
instructions as to how to vote. Please call your bank or broker and instruct
your representative to vote your shares FOR THE BOLERO NOMINEES on BOLERO'S
PROXY CARD.
4) TIME IS OF THE ESSENCE. PLEASE VOTE TODAY.
* * *
BECAUSE BALDWIN MADE AVAILABLE A LIST OF SHAREHOLDERS ONLY MONDAY, MANY OF YOU
MAY NOT HAVE RECEIVED BOLERO'S PROXY STATEMENT AND PROXY CARD. YOU MAY OBTAIN A
PROXY CARD AND OTHER PROXY MATERIALS BY CALLING US AT (305) 371-5200 OR (800)
223-2064. BANKS & BROKERS CALL (212) 440-9800.
