<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
BALDWIN PIANO & ORGAN COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(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): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
[Baldwin Piano & Organ Company]
BALDWIN PIANO & ORGAN COMPANY
422 Wards Corner Road
Loveland, Ohio 45140-8390
KAREN L. HENDRICKS
Chairman of the Board
May 5, 1997
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders
which will be held at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati,
Ohio, on the fifth floor in the Board Room, at 11:00 a.m. on Thursday, June 12,
1997. On the following pages you will find the formal Notice of Annual Meeting
and Proxy Statement.
Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted at the meeting. ACCORDINGLY, PLEASE
DATE, SIGN AND RETURN THE ENCLOSED WHITE PROXY CARD PROMPTLY.
I hope that you will attend the meeting and I look forward to seeing you
there.
Sincerely,
/s/ Karen L. Hendricks
KAREN L. HENDRICKS
Chairman of the Board
<PAGE> 3
[Baldwin Piano & Organ Company Logo]
BALDWIN PIANO & ORGAN COMPANY
---------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, JUNE 12, 1997
---------------------------------------------
To the Shareholders of
Baldwin Piano & Organ Company:
The Annual Meeting of Shareholders of Baldwin Piano & Organ Company, a
Delaware corporation, will be held at Fifth Third Center, 38 Fountain Square
Plaza, Cincinnati, Ohio, on the fifth floor in the Board Room, on Thursday, June
12, 1997, at 11:00 a.m., Cincinnati time, for the following purposes:
(1) To elect five directors for a one-year term ending in 1998;
(2) To ratify the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the fiscal year ending December 31,
1997; and
(3) To act upon any other matter that may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Wednesday, April
16, 1997, as the date for determining Shareholders of record entitled to notice
of and to vote at the Annual Meeting.
Your attention is directed to the accompanying Proxy Statement and 1996
Annual Report to Shareholders.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING:
PLEASE NOTE THAT SPACE LIMITATIONS MAKE IT NECESSARY TO LIMIT ATTENDANCE
ONLY TO SHAREHOLDERS OF THE COMPANY AND THE HOLDERS OF SHAREHOLDER PROXIES.
ADMISSION TO THE MEETING WILL BE ON A FIRST-COME, FIRST-SERVED BASIS.
REGISTRATION WILL BEGIN AT APPROXIMATELY 10 A.M., AND SEATING WILL BE AVAILABLE
AT APPROXIMATELY 10:30 A.M. CAMERAS AND RECORDING DEVICES WILL NOT BE PERMITTED
AT THE MEETING. "STREET NAME" SHAREHOLDERS WILL NEED TO BRING A COPY OF A
BROKERAGE STATEMENT REFLECTING STOCK OWNERSHIP AS OF THE RECORD DATE IN ORDER TO
BE ADMITTED TO THE MEETING.
For the Board of Directors
/s/ Karen L. Hendricks
KAREN L. HENDRICKS
Chairman of the Board
May 5, 1997
PLEASE FILL OUT, DATE AND SIGN THE ENCLOSED WHITE FORM OF PROXY AND RETURN IT IN
THE ACCOMPANYING POSTAGE PAID ENVELOPE, EVEN IF YOU PLAN TO ATTEND THE MEETING.
YOU MAY REVOKE YOUR PROXY IN WRITING OR AT THE ANNUAL MEETING IF YOU WISH TO
VOTE IN PERSON.
<PAGE> 4
BALDWIN PIANO & ORGAN COMPANY
422 WARDS CORNER ROAD
LOVELAND, OHIO 45140-8390
---------------------------------------------
PROXY STATEMENT
---------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, JUNE 12, 1997
---------------------------------------------
SOLICITATION AND REVOCATION OF PROXIES
The enclosed WHITE form of proxy is solicited by the Board of Directors of
Baldwin Piano & Organ Company, a Delaware corporation (the "Company"), for use
at the Annual Meeting of Shareholders to be held at 11:00 a.m., Cincinnati time,
Thursday, June 12, 1997, at Fifth Third Center, 38 Fountain Square Plaza,
Cincinnati, Ohio, on the fifth floor in the Board Room. The proxy is revocable
at any time prior to its exercise by written notice or in person at the Annual
Meeting.
Shares represented by a WHITE proxy will be voted as directed on the proxy
form and, if no direction is given, will be voted in the election of directors
for the persons nominated by the Board of Directors and for the proposals
described herein. Any proxy given by a Shareholder may be revoked at any time
prior to its use by execution of a later-dated proxy, by a personal vote at the
Annual Meeting, or by written notice to the Company's Secretary.
This proxy material is being sent to Shareholders on or about May 5, 1997,
together with the Company's 1996 Annual Report, which includes certified
financial statements for the fiscal year ended December 31, 1996.
OUTSTANDING SHARES AND VOTING RIGHTS
Shareholders of record at the close of business on Wednesday, April 16,
1997 are entitled to notice of and to vote at the meeting. As of the close of
business on that date, there were outstanding and entitled to vote, 3,425,396
shares of Common Stock, $.01 par value (the "Common Stock"), each of which is
entitled to one vote. No cumulative voting rights exist under the Company's
Certificate of Incorporation. For information regarding the ownership of the
Company's Common Stock by holders of more than five percent of the outstanding
shares and by the Company's directors and executive officers, see "Security
Ownership of Certain Beneficial Owners, Directors and Executive Officers."
ELECTION OF DIRECTORS
The Company's Board of Directors is comprised of a single class. Each year
the directors are elected to serve for a term of one year. The Board of
Directors currently consists of five members. The Shareholders will vote at the
Annual Meeting for the election of all five directors who will constitute the
Company's Board of Directors for the one-year term expiring at the Annual
Meeting of Shareholders in 1998.
The persons named in the enclosed WHITE proxy will vote for the election of
the nominees named below unless authority to vote is withheld. All nominees have
consented to serve if elected. In the event that any of the nominees should be
unable to serve, the persons named in the WHITE proxy will vote for such
substitute nominee or nominees as they, in their discretion, shall determine.
The Board of Directors has no reason to believe that any nominee named herein
will be unable to serve.
The five nominees receiving the greatest number of votes cast at the Annual
Meeting upon the presence of a quorum will be elected as directors. The
following material contains information concerning the nominees for election as
directors.
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<PAGE> 5
NOMINEES FOR DIRECTORS
KAREN L. HENDRICKS, age 49, is the Company's Chairman of the Board, Chief
Executive Officer and President. Prior to joining the Company in 1994, Ms.
Hendricks served as the Executive Vice President and General Manager, Skin Care
Division of the Dial Corp since 1992, where she had full responsibility for
Dial's United States bar and liquid soap business. Ms. Hendricks previously was
employed for over twenty years by The Procter & Gamble Company in various
executive positions in product development and was promoted to General Manager
of its Vidal Sassoon Hair Care Company in 1987. She also currently serves as a
director of A.C. Nielsen Corporation.
GEORGE E. CASTRUCCI, age 59, has served as a director of the Company since
May 1987, and served as Chairman of the Board from August 1993 until December
1994. Prior to his retirement in March 1992, he served as Chairman and Chief
Executive Officer of Great American Broadcasting Company, a Cincinnati-based
broadcast company, and as President and Chief Operating Officer of its parent
company, Great American Communications Company. Mr. Castrucci also currently
serves as a director of BMF Savings Bank, LanVision Systems, Inc., The Ohio
National Fund, Inc., and ONE Fund, Inc.
WILLIAM B. CONNELL, age 56, has served as a director of the Company since
July 1995. In January 1997, Mr. Connell was named Lead Director by the Board of
Directors. Since 1994, he has also served as the Chairman of EDB Holdings, Inc.,
a privately-held company engaged in the international retail sale of optical
eyewear, and has been a director since 1988. From 1990 to 1994, Mr. Connell
served as President and Vice Chairman of Whittle Communications, a limited
partnership which specialized in multi-media services.
JOSEPH H. HEAD, JR., age 64, has been a director of the Company since May
1987 and was previously a director from November 1983 until June 1986. He also
served as Secretary of the Company from its formation until May 1989. Mr. Head
is Chairman, former Chief Executive Officer and a director of Atkins & Pearce,
Inc., a manufacturer of industrial textiles, since 1990. He also currently
serves as a director of Fifth Third Bancorp, since 1987.
ROGER L. HOWE, age 62, has been a director of the Company since August
1993. Mr. Howe is currently the Chairman of the Board of U.S. Precision Lens,
Inc., a manufacturer of optical components used in industrial and consumer
products, where he has been employed in various executive positions since 1970.
He also currently serves as a director of Cincinnati Bell Inc., Cintas
Corporation, Eagle-Picher Industries, Inc., and Star Banc Corporation.
There are no family relationships among any of the above-named nominees for
director nor among any of the nominees and any executive officers of the
Company.
BYLAW PROVISIONS
Article II, Section 11 of the Company's Bylaws provide that:
(A) Nominations of persons for election to the Board of Directors of the
Company and the proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders (i) pursuant to the Company's notice
of meeting, (ii) by or at the direction of the Board of Directors or (iii) by
any stockholder of the Company who was a stockholder of record at the time of
giving of notice provided for in Article II, Section 11 of the Bylaws, who is
entitled to vote at the meeting and who complies in all respects with the notice
procedures set forth in Article II, Section 11 of the Bylaws.
(B) For nominations or other business to be properly brought before an
annual meeting pursuant to clause (iii) of paragraph (A) of Article II, Section
11 of the Bylaws, the stockholder must have given timely notice thereof in
writing to the Secretary of the Company in the form set forth below, and such
other business must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Company not later than the close of business
on the 60th day nor earlier than the close of business on the 90th day prior to
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<PAGE> 6
the date set by the Board for the Company's annual meeting or the 10th day
following the date on which public announcement of the date of such meeting is
first made by the Company. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. To be in proper form, such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or re-election as a director (each, a
"Stockholder Nominee") all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14a-11 thereunder; (ii) as to each Stockholder Nominee, such person's
(x) written consent (with notarized signature) to being named in the proxy
statement as a nominee and to serving as a director, if elected, (y) written
undertaking (with notarized signature) to attend in person at least 75 percent
of the meetings, regular or otherwise, of the Board, if elected and (z) written
representation (with notarized signature) that such Stockholder Nominee (1) does
not hold any position with, or beneficial interest in, any entity which engages
in competition with the Company or whose interests are antagonistic to the
interests of the Company, (2) has no fiduciary or other interest contrary to the
interests of the Company, and (3) has never been charged or convicted or been
the subject of a consent decree under securities, commodities, antitrust,
consumer protection or similar laws in any jurisdiction; (iii) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (iv) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (a) the name and address of such stockholder, as they appear on the
Company's books and of such beneficial owner and (b) the class and number of
shares of the Company which are owned beneficially and of record by such
stockholder and such beneficial owner.
(C) Notwithstanding anything in the second sentence of paragraph (B) of
Article II, Section 11 of the Bylaws to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Company is
increased and there is no public announcement by the Company naming all of the
nominees for director or specifying the size of the increased Board of Directors
at least 70 days prior to the date set by the Board for the Company's annual
meeting, a stockholder's notice required by Article II, Section 11 of the Bylaws
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Company not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Company.
BOARD MEETINGS -- COMMITTEES OF THE BOARD
The Board of Directors of the Company met thirteen times during the year
ended December 31, 1996. In 1996, all directors attended at least 75% of the
meetings of the Board of Directors and all committees on which the director
served during his or her term.
The Board of Directors has an Executive Compensation Committee and an Audit
Committee. The Executive Compensation Committee reviews the salaries and
compensation levels of the Company's executive management and the Audit
Committee reviews the Company's accounting practices and controls. In 1996, the
Executive Compensation Committee consisted of Messrs. Head and Howe and the
Audit Committee was comprised of Mr. Castrucci and Mr. Connell. The Executive
Compensation Committee met one time in 1996 and the Audit Committee met six
times.
In January 1997, the Board of Directors created the position of Lead
Director and appointed Mr. Connell to that position. The Lead Director is a
non-management director whose additional duties include facilitating
communication between Company management and the Board of Directors and among
the directors, coordinating a performance assessment of the Chief Executive
Officer, facilitating the process of Board of Directors meetings and conducting
a formal evaluation of the Board of Directors by the Board of Directors.
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<PAGE> 7
EXECUTIVE OFFICERS
In addition to Karen L. Hendricks, who is listed above, the following
individuals are executive officers of the Company:
PERRY H. SCHWARTZ, age 58, joined the Company as Executive Vice President
and Chief Financial Officer in November 1996. Prior to joining the Company, Mr.
Schwartz served as Vice President and Chief Financial Officer of Richwood
Pharmaceuticals, Inc., and from January 1994 to May 1996, he served as Senior
Vice President and Chief Financial Officer of Brockway Standard Holdings
Corporation. From October 1984 to January 1994, Mr. Schwartz was Senior Vice
President and Chief Financial Officer of Heekin Can, Inc.
STEPHEN P. BROCK, age 42, joined the Company as Senior Vice President/Sales
and Marketing in July 1995. Prior to joining the Company, Mr. Brock most
recently served as Marketing Director, Worldwide Strategic Planning-Laundry
Products for The Procter & Gamble Company since 1993. From 1984 to 1993, he
served in various Brand Manager and Assistant Brand Manager positions for The
Procter & Gamble Company. From 1979 to 1984, he was employed by the Cincinnati
Opera Association in a variety of roles, including Administrative Manager.
GEORGE C. HUEBNER, age 54, joined the Company in 1960 as Assistant Credit
Manager. In 1979, he was promoted to Director of International Operations; and
from 1987 to December 1989, he was Administrative Services Manager. In January
1990, he became National Credit Manager of the Consumer Finance Subsidiary; and
in May 1991, was promoted to Divisional Vice President/Keyboard Acceptance
Corporation. In 1993, he was promoted to Vice President/Keyboard Acceptance
Corporation, and in 1996, he was promoted to Senior Vice President/Keyboard
Acceptance Corporation.
CARL SIMS, age 48, joined the Company as Vice President, Controller and
Secretary in October 1996. Mr. Sims became Treasurer of the Company in January
1997. Prior to joining the Company, Mr. Sims was employed for 22 years by
Procter & Gamble Company in a variety of financial roles and most recently
served as Finance Manager -- North American Management Systems.
LARRY D. THOMPSON, age 34, joined the Company as Director of Finance in May
1995. Prior to joining the Company, Mr. Thompson most recently served as
Controller for the Soap & Personal Care Division of Dial Corp since 1993. Prior
to that, he was employed for seven years by The Procter & Gamble Company in a
variety of financial roles, including Category Finance Manager of the Food and
Beverage sector. In December 1995, he was appointed Vice President/General
Manager, Special Products Division.
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<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND EXECUTIVE OFFICERS
HOLDERS OF MORE THAN FIVE PERCENT BENEFICIAL OWNERSHIP
The following table sets forth information regarding all persons known to
the Company to be the beneficial owners of more than five percent of the
Company's Common Stock as of April 16, 1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER(1) OWNERSHIP CLASS
- ----------------------------------------------------------- ---------- ----------
<S> <C> <C>
Heartland Advisors, Inc.................................... 850,400(2) 24.8%
R. S. Harrison............................................. 361,267(3) 10.5%
State of Wisconsin Investment Board........................ 300,000(4) 8.8%
David L. Babson & Company, Inc............................. 292,900(5) 8.6%
Bolero Investment Group, L.P............................... 279,460(6) 8.2%
SoGen International Fund, Inc.............................. 215,000(7) 6.3%
Dimensional Fund Advisors Inc.............................. 191,100(8) 5.6%
</TABLE>
- ---------------
(1) Based upon the Schedule 13D's and Schedule 13G's filed with the Securities
and Exchange Commission by the named shareholders: the address of Heartland
Advisors, Inc. is 790 North Milwaukee Street, Milwaukee Wisconsin 53202; the
address of R. S. Harrison is 4040 Mt. Carmel Road, Cincinnati, Ohio 45244;
the address of State of Wisconsin Investment Board is P.O. Box 7842,
Madison, Wisconsin 53707; the address of David L. Babson & Company, Inc. is
One Memorial Drive, Cambridge, Massachusetts 02142; the address of Bolero
Investment Group, L.P. is 1101 E. Balboa Boulevard, Newport Beach,
California 92661; the address of SoGen International Fund, Inc. is 1221
Avenue of the Americas, 8th Floor, New York, New York 10020; and the address
of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401.
(2) Pursuant to Amendment No. 5 to Schedule 13G dated February 12, 1997,
Heartland Advisors, Inc., stated that it is a registered investment adviser
that may be deemed the beneficial owner of 850,400 shares of Common Stock.
Heartland Advisors, Inc. has sole dispositive power over all 850,400 shares
and sole voting power of 736,300 shares.
(3) Pursuant to Amendment No. 9 to Schedule 13G dated February 13, 1997, Mr.
Harrison stated that he directly owns 260,255 shares. Mr. Harrison is also
deemed to be a beneficial owner of 101,012 shares of Common Stock held under
four trusts for the benefit of his four adult children.
(4) Pursuant to Schedule 13G's provided to the Company, State of Wisconsin
Investment Board stated that it is a government agency which manages public
pension funds and that it may be deemed the beneficial owner of 300,000
shares of Common Stock. State of Wisconsin Investment Board has sole
dispositive power and sole voting power over all 300,000 shares.
(5) Pursuant to Amendment No. 6 to Schedule 13G dated February 7, 1997, David L.
Babson & Company, Inc. stated that it is a registered investment adviser
that may be deemed the beneficial owner of 292,900 shares of Common Stock.
David L. Babson & Company, Inc. has sole dispositive power over all 292,900
shares, sole voting power over 179,900 shares and shared voting power over
113,000 shares.
(6) Pursuant to Amendment No. 7 to Schedule 13D filed by Bolero Investment
Group, L.P. ("Bolero"), Kenneth W. Pavia, Sr. ("Pavia"), FHI, Inc. ("FHI"),
Florence Partners Inc. ("Florence") and Charles Powers ("Powers")
(collectively, "Bolero Investment Group, et. al.") on February 10, 1997,
Bolero, a limited partnership whose principal business is investing in
marketable securities, directly owns 217,460 shares of Common Stock. FHI,
whose principal business is private investment banking, directly owns 52,000
shares of Common Stock, and Florence, a corporation whose principal business
is investing in marketable securities, directly owns 10,000 shares of Common
Stock. Pursuant to such Schedule 13D, Bolero is the beneficial owner of
217,460 shares of Common
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<PAGE> 9
Stock, FHI is the beneficial owner of 52,000 shares of Common Stock and
Florence is the beneficial owner of 10,000 shares of Common Stock. As a
result, Pavia, whose principal business is to make and hold investments, and
who is the sole general partner of Bolero and the founder, a director, and
the sole executive officer and shareholder of FHI, is the beneficial owner
of 279,460 shares of Common Stock. Powers, whose principal business is to
make and hold investments, and who is the sole director, executive officer
and shareholder of Florence, and a limited partner of Bolero, is the
beneficial owner of 10,000 shares of Common Stock.
(7) Pursuant to Schedule 13G's provided to the Company, SoGen International
Fund, Inc. stated that it is a registered investment company and that, with
its investment adviser Societe Generale Asset Management Corp., it is the
beneficial owner of 215,000 shares of Common Stock. SoGen International and
its investment adviser share voting and dispositive power over all 215,000
shares.
(8) Pursuant to Amendment No. 2 to Schedule 13G dated February 5, 1997,
Dimensional Fund Advisors Inc. stated that it is a registered investment
adviser that may be deemed the beneficial owner of 191,100 shares of Common
Stock, all of which shares are held in portfolios of DFA Investment
Dimensions Group Inc., a registered open-end investment company, or in
series of the DFA Investment Trust Company, a Delaware business trust, or
the DFA Group Trust and DFA Participation Group Trust, investment vehicles
for qualified employee benefit plans, all of which Dimensional Fund Advisors
Inc. serves as investment manager. Dimensional Fund Advisors Inc. disclaims
beneficial ownership of all such shares. Dimensional Fund Advisors Inc. has
sole dispositive power over all 191,100 shares and sole voting power over
124,600 shares. DFA Investment Dimensions Group Inc. has voting power over
an additional 38,200 shares and DFA Investment Trust Company has voting
power over the remaining 28,300 shares.
On April 25, 1997, Bolero, Mr. Pavia, FHI, Florence and Mr. Powers, who
have reported that they jointly are the beneficial owners of approximately 8.2%
of the Common Stock, nominated five other individuals for election as directors
at the Annual Meeting. The holders of the WHITE proxy solicited hereby do not
intend to vote any shares for the election of any person other than the nominees
of the Company set forth above.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding the ownership of
Common Stock of the Company for each director, each nominee, each named
executive and all executive officers and directors as a group as of April 16,
1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP CLASS
- ----------------------------------------------------------- ---------- ----------
<S> <C> <C>
CURRENT DIRECTORS AND NOMINEES
Karen L. Hendricks....................................... 125,000(1)(2) 3.4%
Joseph H. Head, Jr....................................... 30,000(2) .8%
Roger L. Howe............................................ 23,000(2) .6%
George E. Castrucci...................................... 22,000(2) .6%
William B. Connell....................................... 5,000(2) .1%
EXECUTIVE OFFICERS
R. S. Harrison........................................... 361,267(3) 10.5%
Stephen P. Brock......................................... 22,000(1) .6%
George C. Huebner........................................ 21,000(1) .6%
Larry D. Thompson........................................ 15,000(1) .4%
All executive officers and directors as a group (10
persons).............................................. 280,500(1)(2)(3) 7.7%
</TABLE>
- ---------------
(1) Includes shares owned beneficially subject to the holder's right to exercise
outstanding incentive stock options: 10,000 shares for Ms. Hendricks, 20,000
shares for Mr. Brock, 19,000 shares for Mr. Huebner, 13,000 shares for Mr.
Thompson, and 17,500 shares in the aggregate for the Company's other
executive officers.
(2) Includes shares owned beneficially subject to the holder's right to exercise
outstanding non-qualified stock options: 100,000 shares for Ms. Hendricks,
20,000 shares for each of Messrs. Head
6
<PAGE> 10
and Castrucci, 8,000 shares for Mr. Howe, 4,000 shares for Mr. Connell, and
2,000 shares for each of Messrs. Brock, Huebner and Thompson.
(3) Mr. Harrison retired as a director and executive officer of the Company in
January 1997, but is a named executive for purposes of this Proxy Statement
based on his 1996 compensation. Accordingly, the shares owned by Mr.
Harrison are not included in the aggregate number of shares owned by current
executive officers and directors of the Company as of April 16, 1997.
No agreements, formal or informal, exist among the various officers and
directors to vote their shares collectively. Except as otherwise indicated
herein, no director is a party to any contracts, arrangements or understandings
with any person with respect to any securities of the Company. In addition,
except as otherwise indicated herein, no director nor any associate of the
directors has any arrangements or understandings with any person with respect to
any future employment by the Company or with respect to any future transaction
to which the Company will or may be a party.
RECENT PURCHASES (SALES) OF SECURITIES BY DIRECTORS
The following lists all shares of the Company's Common Stock purchased
(sold) during the previous two years by the Company's directors. Karen L.
Hendricks purchased 4,000, 6,000, and 5,000 shares of the Company's Common Stock
on May 18, 1995, July 30, 1996 and March 7, 1997, respectively. Roger L. Howe
purchased 5,000 shares of the Company's Common Stock on each of March 27, 1995
and May 1, 1995. William B. Connell purchased 1,000 shares of the Company's
Common Stock on February 12, 1996.
RIGHTS AGREEMENT
The preceding tables under "Holders of More than Five Percent Beneficial
Ownership" and "Security Ownership of Directors and Executive Officers" do not
reflect the effect of the Rights Agreement entered into by the Company in
September 1996 (the "Rights Agreement"). Pursuant to the terms of the Rights
Agreement, the Board of Directors of the Company authorized the issuance of one
common share purchase right (a "Right") with respect to each outstanding share
of Common Stock. The Rights were issued on September 10, 1996 to the holders of
record of Common Stock on that date. Each Right entitles the registered holder
to purchase from the Company one share of Common Stock at a price of $60.00 (the
"Purchase Price"), subject to adjustment.
Initially, the Rights will attach to all Common Stock certificates
representing outstanding shares and no separate Right Certificate will be
distributed. The Rights will separate from the Common Stock and a distribution
date (the "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
(other than Heartland Advisors, Inc., who owned more than 15% of the Company's
outstanding Voting Shares as of September 10, 1996), 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 Stock 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 Stock 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 shares of Common
Stock outstanding on September 10, 1996, by the certificates representing such
Common Stock with a copy of a Summary of Rights attached thereto, (ii) the
Rights will be transferred with and only with the Common Stock, (iii) new Common
Stock certificates issued after September 10, 1996, upon transfer or new
issuance of the Common Stock will contain a notation incorporating the Rights
Agreement by reference, and (iv) the surrender for transfer of any certificates
for Common Stock outstanding as of September 10, 1996, even without such
7
<PAGE> 11
notation or a copy of the Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Stock
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 Stock 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.
If a person or group (other than Heartland Advisors, Inc.) 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 shares of Common Stock 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.
The offer and sale of the Common Stock issuable upon exercise of the Rights
will be registered with the Securities and Exchange Commission. As described
above, however, the Rights will not be transferable separately from the Common
Stock until the Distribution Date.
The number of shares of Common Stock 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 shares of Common Stock issuable
upon exercise of each Right are also subject to adjustment in the event of a
stock split of the Common Stock or a stock dividend on the Common Stock payable
in shares of Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
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
Stock 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
share of Common Stock for each two shares of Common Stock 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 solicitation made pursuant to a publicly-filed Schedule
14A or any comparable or successor form under the Exchange Act.
8
<PAGE> 12
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
$0.01 per Right (the "Redemption Price"). The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish. Immediately upon the action
of the Board of Directors ordering redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended by the Board of Directors without
the consent of the holders of the Rights, including an amendment to extend the
Final Expiration Date, and, provided a Distribution Date has not occurred, to
extend the period during which the Rights may be redeemed, except that after the
Distribution Date no such amendment may materially and adversely affect the
interests of the holders of the Rights.
9
<PAGE> 13
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by the Company's Chief Executive
Officer and each of the Company's other four most highly compensated executive
officers (the "named executives") during each of the last three fiscal years or
such shorter period during which the named executive served as an executive
officer of the Company.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
-------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
--------------------- STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR (1)($) (2)($) (3)($) (#) (4)($)
- ------------------------- ---- -------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Karen L. Hendricks(5) 1996 $318,000 $ -0- -0- 10,000 $ 31,741
Chief Executive 1995 300,000 123,212 -0- -0- 14,178
Officer and President 1994 34,231 -0- -0- 100,000 207
R. S. Harrison 1996 150,000 -0- -0- 2,000 77,530
Former Chairman 1995 243,750 112,944 -0- 2,000 49,885
of the Board of 1994 355,700 -0- -0- -0- 43,914
and former Chief
Executive Officer
Stephen P. Brock(6) 1996 170,500 -0- -0- 12,000 9,846
Senior Vice 1995 72,982 33,000 -0- 10,000 367
President/Sales and
Marketing
Larry D. Thompson(7) 1996 115,000 -0- -0- 12,000 4,609
Vice President/ 1995 67,532 16,428 -0- 3,000 389
General Manager,
Special Products
Division
George C. Huebner 1996 110,123 -0- -0- 12,000 8,663
Senior Vice 1995 100,000 26,341 -0- 3,000 7,073
President/Keyboard 1994 83,000 9,960 -0- 3,000 6,932
Acceptance Corporation
</TABLE>
- ---------------
(1) Includes amounts contributed by the following named executives to the
Baldwin Piano & Organ Company Retirement Plan for Salaried Employees and the
Baldwin Piano & Organ Company Non-Qualified Deferred Compensation Plan as
elective salary reduction contributions.
10
<PAGE> 14
<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Karen L. Hendricks......................... $35,530 $ -- $ --
R. S. Harrison............................. 39,442 36,563 69,361
Stephen P. Brock........................... 10,010 -- --
Larry D. Thompson.......................... -- -- --
George C. Huebner.......................... 11,431 6,598 6,341
</TABLE>
(2) The bonuses are shown for the years earned, but were paid in the following
year.
(3) In 1994, the Company's Board of Directors adopted the Company's 1994 Long
Term Incentive Plan. Pursuant to the terms of that Plan, the Company's
Executive Compensation Committee granted the named executives and other
designated employee participants the right to receive awards of restricted
stock based upon the Company's stock performance in comparison to the
Russell 2000 index over the three year period ended December 31, 1996 (the
"award date"). The number of shares of restricted stock to be awarded, if
any, at the end of the three year period is based upon a percentage of the
participant's base salary and the market value of the Company's Common Stock
as of the award date. The participant would be entitled to all other
privileges of a shareholder with respect to the restricted shares so
awarded, except that such restricted shares could not be transferred for
three years following the award date. The Company may elect in its
discretion, in whole or in part, to pay cash in lieu of granting any
restricted shares earned under the Plan. There were no shares of restricted
stock awarded under this Plan for the three year period ended December 31,
1996.
(4) "All Other Compensation" includes, as shown below, amounts contributed by
the Company under the Baldwin Piano & Organ Company Retirement Plan for
Salaried Employees; amounts contributed by the Company under the Baldwin
Piano & Organ Company Non-Qualified Deferred Compensation Plan; group term
life insurance premiums paid by the Company on policies obtained by the
Company for all employees; the value of personal use of Company automobiles;
life insurance premiums paid by the Company for $500,000 and $1,000,000 of
executive life insurance on the lives of Ms. Hendricks and Mr. Harrison,
respectively; and insurance premiums paid by the Company for supplemental
disability coverage for Ms. Hendricks providing $10,000 in excess disability
coverage per month. The net proceeds of the executive life policies are
payable to the respective estates of Ms. Hendricks and Mr. Harrison, and in
Mr. Harrison's case, after reimbursement to the Company of all premiums paid
by the Company on their behalf.
11
<PAGE> 15
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Karen L. Hendricks
Retirement Plan................................. $ 26,563 $ 9,000 --
Executive Insurance............................. 2,400 2,400 --
Disability Insurance............................ 780 780 --
Group Life Insurance............................ 1,998 1,998 $ 207
-------- -------- --------
$ 31,741 $ 14,178 $ 207
======== ======== ========
R. S. Harrison
Retirement Plan................................. $ 16,432 $ 11,813 $ 27,745
Executive Insurance............................. 32,078 32,843 12,592
Employment Agreement............................ 21,846 -- --
Group Life Insurance............................ 1,554 1,554 1,932
Automobile (Personal Use)....................... 5,620 3,675 1,645
-------- -------- --------
$ 77,530 $ 49,885 $ 43,914
======== ======== ========
Stephen P. Brock
Retirement Plan................................. $ 8,745 $ -- $ --
Group Life Insurance............................ 1,101 367 --
-------- -------- --------
$ 9,846 $ 367 $ --
======== ======== ========
Larry D. Thompson
Retirement Plan................................. $ 3,943 $ -- $ --
Group Life Insurance............................ 666 389 --
-------- -------- --------
$ 4,609 $ 389 $ --
======== ======== ========
George C. Huebner
Retirement Plan................................. $ 8,188 $ 6,598 $ 6,341
Group Life Insurance............................ 475 475 591
-------- -------- --------
$ 8,663 $ 7,073 $ 6,932
======== ======== ========
</TABLE>
- ---------------
(5) The Company hired Ms. Hendricks as Chief Executive Officer and President
effective November 21, 1994.
(6) The Company hired Mr. Brock effective July 24, 1995.
(7) The Company hired Mr. Thompson effective May 1, 1995.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
The Company entered into Employment Agreements with Karen L. Hendricks and
R. S. Harrison in November 1994 and December 1994, respectively. Pursuant to the
terms of her Employment Agreement, Ms. Hendricks will be employed as the Chief
Executive Officer and President of the Company and she will be nominated as a
director for each year of her employment. Her Employment Agreement provides that
Ms. Hendricks will continue in the Company's employ until December 31, 1997,
unless sooner terminated. During 1996, the Board of Directors agreed to extend
Ms. Hendricks' Employment Agreement until December 31, 1998. Ms. Hendricks will
receive an annual base salary of no less than $300,000. She will participate in
the Company's management incentive plans at the highest participant level and
will receive all other benefits normally accorded to the Company's senior
officers. Ms. Hendricks' Employment Agreement further provides that, in addition
to the customary insurance provided to Company employees, the Company will
purchase a $500,000 term life insurance policy on her life payable to her
beneficiaries and supplemental disability coverage providing $10,000 in excess
disability coverage per month. As an added inducement for Ms. Hendricks to join
the Company, her Employment Agreement further provided that she would receive a
one time grant of 100,000 non-
12
<PAGE> 16
qualified stock options upon commencement of her employment, such options having
an exercise price equal to the fair market value of the Company's Common Stock
as of such date.
Ms. Hendricks' Employment Agreement provides that in the event the Company
does not renew her employment upon the expiration of the Employment Agreement,
the Company would be required to pay Ms. Hendricks on or before March 31, 1998
severance pay in the amount of her 1997 annual base salary plus 50% of such base
salary. In the event that the Company terminates her employment without cause,
the Company must pay to Ms. Hendricks within 90 days thereafter an amount equal
to the greater of $450,000 or the difference between $1,000,000 and any base
salary and 1995 incentive payment paid prior to the date of termination. Ms.
Hendricks' Employment Agreement contains covenants by Ms. Hendricks not to
compete with the Company for a period of one year after termination of her
Employment Agreement by Ms. Hendricks or by the Company for cause or upon her
disability.
Mr. Harrison retired as a director and executive officer of the Company in
January 1997. Pursuant to the terms of his Employment Agreement, as adjusted
effective October 1, 1995, Mr. Harrison received a base salary of $150,000 in
1996. In accordance with Mr. Harrison's Employment Agreement, Mr. Harrison will
serve the Company as a consultant for three years after the date of his
retirement.
Mr. Harrison reached age 65 during 1996 and therefore, under the terms of
his Employment Agreement, the Company began paying Mr. Harrison deferred
compensation in 120 equal monthly installments in the aggregate fixed amount of
$2,621,520. Such amount represents the sum of all deferred compensation plus
interest that would have been payable to Mr. Harrison under his previous
employment agreement if he had terminated his employment at age 62. In addition,
if Mr. Harrison dies during the term of his consulting arrangement, the Company
must immediately pay to Mr. Harrison's spouse or estate, as the case may be, an
amount equal to the remaining amount he would have been entitled to receive for
providing consulting services. Mr. Harrison's Employment Agreement contained
covenants by Mr. Harrison not to compete with the Company during the period
beginning with the termination of his employment and ending with the last
payment of the deferred compensation and not to engage in outside activities
which may tend to affect the Company adversely.
The Company has entered into agreements with each of Karen L. Hendricks,
Stephen P. Brock, Larry D. Thompson, George C. Huebner and Perry H. Schwartz
(the "Change in Control Agreements") which provide that if there is a change in
control of the Company and such executive officer's employment with the Company
is terminated within a stated time period thereafter, the Company must pay
certain compensation and provide certain perquisites to the executive officer.
The Change in Control Agreements have a term of five years. Ms. Hendricks'
Change in Control Agreement provides that if a change in control occurs during
the term of the agreement and either the Company or Ms. Hendricks terminates her
employment within three years after the change in control, Ms. Hendricks will
receive 2.99 times the average annual salary and average annual bonus and/or
incentive compensation that she received over the five years immediately
preceding her termination. At Ms. Hendricks' option, such severance compensation
may be paid by the Company over 36 months or in a lump sum discounted to present
value. Ms. Hendricks' Change in Control Agreement also provides that health and
life insurance coverage will be maintained by the Company at the level in
existence at the time of her termination, and that Ms. Hendricks will be fully
vested and continue her participation in all employee retirement plans
maintained by the Company on the date of her termination, either for 36 months
or until Ms. Hendricks becomes employed by any other employer. Pursuant to Ms.
Hendricks' Change in Control Agreement, any agreement not to compete entered
into by the Company and Ms. Hendricks shall remain in effect.
The Change in Control Agreements of Messrs. Brock, Thompson, Huebner and
Schwartz are identical. Pursuant to those Change in Control Agreements, if a
change in control occurs during the term of the agreement and the Company
terminates the employment of the executive officer within one year after the
change in control, the executive officer will receive the average annual salary
and average annual bonus and/or incentive compensation that he received over the
five years immediately preceding his termination. At the executive officer's
option, such severance compensation may be paid
13
<PAGE> 17
by the Company over 12 months or in a lump sum discounted to present value. The
Change in Control Agreements of Messrs. Brock, Thompson, Huebner and Schwartz
also provide that health and life insurance coverage will be maintained at the
level in existence at the time of his termination, and that the executive
officer will be fully vested and continue his participation in all employee
retirement plans maintained by the Company on the date of his termination,
either for 12 months or until the executive officer becomes employed by any
other employer. Pursuant to the Change in Control Agreements of Messrs. Brock,
Thompson, Huebner and Schwartz, the executive officers are subject to an
agreement not to compete with the Company for one year following the date of
termination.
The Change in Control Agreements for each of Ms. Hendricks and Messrs.
Brock, Thompson, Huebner and Schwartz also provide that all stock options
granted to such executive officers will, upon termination of employment,
immediately vest in full and the executive officers will be entitled to receive
immediately upon termination the cash value of any long term incentives payable
under any long term incentive compensation plans maintained by the Company on
the date of termination.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding grants by the
Company of stock options to each of the named executives during 1996.
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS(1) REALIZABLE
- ---------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF
SECURITIES % OF TOTAL STOCK PRICE
UNDERLYING OPTIONS APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM(3)
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ------------------
NAME (#) FISCAL YEAR(2) ($/SHARE) DATE 5%($) 10%($)
- ------------------ ---------- -------------- ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Karen L. Hendricks 10,000(4) 5.92% 13.25 5/7/06 83,329 211,171
R. S. Harrison 2,000(4) 1.18% 14.58 5/7/01 4,660 13,520
Stephen P. Brock 3,000(4) 1.78% 13.25 5/7/06 24,999 63,351
9,000(5) 5.33% 13.00 12/1/06 73,580 186,468
Larry D. Thompson 3,000(4) 1.78% 13.25 5/7/06 24,999 63,351
9,000(5) 5.33% 13.00 12/1/06 73,580 186,468
George C. Huebner 3,000(4) 1.78% 13.25 5/7/06 24,999 63,351
9,000(5) 5.33% 13.00 12/1/06 73,580 186,468
</TABLE>
- ---------------
(1) All grants were made at the fair market value on the grant date, except for
options granted to Mr. Harrison at 110% of fair market value on the grant
date. All options were granted under the Company's 1994 Incentive Stock
Option Plan, except for the grant of 2,000 non-qualified stock options to
each of Messrs. Brock, Thompson and Huebner in December 1996.
(2) Total options granted to all executive officers and other employees of the
Company in 1996 were for an aggregate of 169,000 shares of Common Stock.
(3) Calculated based upon assumed stock prices for the Company's Common Stock
assuming 5% and 10% annual rates of stock appreciation are achieved over the
full term of the options granted to the executive officers reflected in the
table. The potential realizable gain equals the product of the number of
shares underlying the stock option grant and the difference between the
assumed stock price and the exercise price of each option.
(4) Options vest over a five year period, 20% on each anniversary of the grant
date.
(5) Options vest over a four year period, 20% on the grant date and 20% on each
anniversary of the grant date.
14
<PAGE> 18
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth certain information regarding individual
exercises of stock options during 1996 by each of the named executives.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
AT 12/31/96 OPTIONS AT
12/31/96
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
NAME (#) ($) (1)(#) (2)(3)($)
- ------------------ --------------- -------------- --------------------- -------------
<S> <C> <C> <C> <C>
Karen L. Hendricks -0- -0- 60,000/ -0-/
50,000 -0-
R. S. Harrison -0- -0- 3,400/ -0-/
3,600 -0-
Stephen P. Brock -0- -0- 5,800/ -0-/
16,200 -0-
Larry D. Thompson -0- -0- 3,000/ -0-/
12,000 -0-
George C. Huebner -0- -0- 6,600/ 2,625/
14,400 -0-
</TABLE>
- ---------------
(1) All stock options issued to the named executives under the Company's 1986
Incentive Stock Option Plan are fully vested and are currently exercisable.
See notes (4) and (5) to the table appearing under "Option Grants in Last
Fiscal Year" regarding the vesting of options granted in 1996.
(2) The shares of the Company's Common Stock issuable upon the exercise of
outstanding stock options granted under the Company's 1986 Incentive Stock
Option Plan, or upon the exercise of non-qualified stock options (except as
noted below), have not been registered under the Securities Act of 1933
("1933 Act"). Generally, such shares may not be resold by the holder for a
minimum period of one year following exercise of the option. The shares of
the Company's Common Stock issuable upon the exercise of outstanding stock
options granted under the Company's 1994 Incentive Stock Option Plan, and
the shares issuable upon the exercise of 100,000 non-qualified stock options
granted to Ms. Hendricks under her employment agreement, have been
registered under the 1933 Act and generally can be resold immediately upon
exercise.
(3) The value of exercisable in-the-money options is calculated by determining
the difference between $11.25 per share, the last reported sale price of the
Common Stock on the Nasdaq National Market on December 31, 1996, and the
exercise price of the option as of such date, multiplied by the number of
shares subject to the option. All unexercisable stock options granted in
1994 have an exercise price of $16.00 per share, except for the 100,000
stock options granted to Ms. Hendricks under her employment agreement which
have an exercise price of $12.50. All unexercisable stock options granted in
1995 have an exercise price of $11.75 per share, except for options granted
to Mr. Harrison at $12.925 per share and to Stephen P. Brock at $13.375 per
share. All unexercisable stock options granted in 1996 to the Company's
executive officers have exercise prices of $13.25 and $13.00 per share,
except for options granted to Mr. Harrison at $14.58 per share. Based upon
the $11.25 per share market price of the Common Stock at December 31, 1996,
these unexercisable stock options had no value because the exercise price
exceeded the market price.
COMPENSATION OF DIRECTORS
In 1996, non-employee directors of the Company were compensated for serving
on the Board of Directors and the committees thereof, in the amount of $10,000
per year, payable in quarterly
15
<PAGE> 19
installments, and received an additional $900 for each Board of Directors
meeting and each committee meeting attended in person or by telephone. Such
directors are reimbursed for all reasonable expenses incurred in connection with
their services and receive an annual grant of 2,000 non-qualified stock options
having an exercise price equal to the market price on the date of the grant. Mr.
Harrison, a former director of the Company, and Ms. Hendricks received no
additional compensation for serving on the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Head and Howe comprised the Company's entire Executive Compensation
Committee during 1996, and were both non-employee directors of the Company. No
director or executive officer of the Company serves on any board of directors or
compensation committee of any entity which compensates Messrs. Head or Howe.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
For the Company's 1996 fiscal year, the Executive Compensation Committee of
the Board of Directors (the "Committee") was at all times comprised entirely of
independent non-employee directors. The Committee is charged with responsibility
for reviewing the performance and approving the compensation of the Company's
key executives on an annual basis. The Committee believes that a significant
portion of an executive officer's compensation should be subject to the
Company's annual performance, while at the same time motivating long-term growth
in shareholder value.
In 1994, the Committee, with the assistance of an independent consulting
company experienced in executive compensation, thoroughly reviewed the Company's
compensation package and developed three compensation plans designed to more
directly link individual compensation to the performances of the Company and of
its executive officers and key management employees. The Committee believed that
establishing an enhanced compensation package would make the Company more
competitive with similar size companies and would increase the Company's ability
to attract and retain highly skilled executives. The three plans approved by the
Committee, and adopted by the full Board of Directors, were the 1994 Management
Incentive Plan (the "MIP"), the 1994 Incentive Stock Option Plan (the "ISOP")
and the 1994 Long Term Incentive Plan (the "LTIP").
The MIP sets forth the four main components of executive compensation that
the Company may currently offer to its executive officers and other key
management employees: base salary, annual cash bonus, stock options and
restricted shares of the Company's Common Stock. The MIP provides that the
Company will establish annual base salaries for participants therein, subject to
approval by the Committee. Base salaries may be adjusted annually based
primarily on the participant's individual performance and secondarily on the
Company's performance. The Company and the Committee may subjectively consider
any and all factors deemed relevant in adjusting each participant's base salary
from time to time.
The MIP also allows the Committee to grant annual cash bonuses based
primarily upon the performance of the Company or, if appropriate, a subsidiary,
division or business segment thereof. The MIP provides that earnings before
income taxes will be the performance measure used to evaluate annual performance
at the Company, subsidiary, division or business segment level, unless the
Committee selects a different performance measure. Specific performance targets
are to be established as early as possible at the start of each calendar year
and no bonus is payable unless the minimum threshold established is met or
exceeded. In addition, specific individual performance levels may also be
specified as a condition to the payment of any bonus to an individual. The
Committee selected the Company's operating profits as the performance measure
for the Company's 1996 fiscal year.
The MIP further enables the Committee to grant participants stock options
pursuant to the ISOP and rights to receive restricted stock pursuant to the
LTIP. These plans are designed to afford executive officers and key management
employees an incentive to acquire a proprietary interest in the Company. The
primary objective of both plans is to enhance both the short-term and long-term
16
<PAGE> 20
profitability of the Company by directly linking awards under these plans to
increased shareholder values.
Pursuant to the terms of the ISOP, the Committee is to establish financial
and other performance targets for the Company and for the individual
participants. Such targets are to serve as guidelines in making the actual
awards. The primary factor to be considered by the Committee in awarding stock
options is the employee's individual performance, and the Committee retains
discretion as to the actual number of options granted under the ISOP to any
individual in a given year.
Pursuant to the terms of the LTIP, the Committee is to establish the
beginning and end dates for a three year cycle over which the total shareholder
return on Company Common Stock is to be compared to the total shareholder return
on the Russell 2000 index. If the return on the Company's Common Stock equals or
exceeds the targets established by the Committee at the end of the three year
cycle, the participants in the LTIP are then awarded restricted shares of the
Company's Common Stock in an amount equal to a percentage of their base salary
in the third year of the cycle. The number of restricted shares so awarded will
be determined based on the fair market value at the end of the three year cycle
and such shares may not be transferred by a recipient for three years
thereafter.
With respect to each of the MIP, ISOP and LTIP, the Committee has
established six levels of employee participation. The size of the possible
awards under each plan is dependent in large part upon the level at which an
employee is designated for participation. In determining the level of
participation for each participant, the Committee subjectively considers the
participant's level of responsibility within the Company's organization.
The Committee followed the above philosophies and procedures in determining
executive compensation for the Company's 1996 fiscal year. Based on individual
performances and the Company's improved 1995 income levels compared to 1994, the
Committee increased the 1996 annual base salaries of the Company's executive
officers. The Committee further believed that the interests of the Company's
shareholders would be better served in 1996 by making executive compensation
largely dependent on the attainment of the targets prerequisite to any awards of
the annual cash bonus.
Consistent with the Committee's desire to enhance the long-term
profitability of the Company, the Committee awarded stock options to executive
officers and other management employees in 1996. Stock options were granted
primarily to motivate enhanced individual performance in 1996 and beyond, and in
part upon the belief that the individual performances of the recipients directly
contributed to the Company's increased income levels in 1995.
The Committee further applied the above considerations in determining the
1996 compensation for Ms. Hendricks, the Company's Chief Executive Officer.
Based upon the Committee's belief that Ms. Hendricks' individual performance
directly contributed to the Company's increased income levels in 1995 and that
Ms. Hendricks actions in commencing implementation of the Company's strategic
plan would provide the Company with long term benefits in the future, the
Committee determined in early 1996 that an increase in her 1996 base salary was
merited. The Committee also established operating profit targets for the Company
that needed to be achieved as a prerequisite to any bonus award to Ms. Hendricks
for 1996. Such targets were not attained and, accordingly, the Committee
determined later in 1996 that no 1996 bonus would be awarded to Ms. Hendricks
pending improvements in the Company's operating results and operations. The
Committee further determined that the maximum stock option bonus under the MIP
was appropriate to further provide a substantial link between the Company's
future performance and the total value of Ms. Hendricks' compensation package.
Based on the Company's past compensation practices, the Committee does not
currently believe that Section 162(m) of the Internal Revenue Code, which limits
the deductibility of executive compensation in certain events, will adversely
affect the Company's ability to obtain a tax deduction for compensation paid to
its executive officers.
THE EXECUTIVE COMPENSATION COMMITTEE
Joseph H. Head, Jr. Roger L. Howe
17
<PAGE> 21
COMMON STOCK PERFORMANCE
The following performance graph compares the Company's cumulative
shareholder return over a five year period, assuming $100 invested at December
31, 1991, respectively, in Baldwin Piano & Organ Company common stock, the
Russell 2000 index and in an industry group index of twenty-three companies
within the Russell 2000 index engaged in the manufacture or sale of household
furnishing related products. Total shareholder return is based on the increase
in the price of the stock and assumes the reinvestment of all dividends.
The Russell 2000 index consists of the smallest 2,000 companies in the
Russell 3000 index. The Company selected the Russell 2000 index as an
appropriate index for comparison based upon the Company's similar size to the
smaller companies represented in the index. The Company is not included in the
Russell 2000 index as of December 31, 1996 due to the Company's smaller market
capitalization level.
The industry household furnishing group is comprised of: Basset Furniture
Industries, Incorporated, Blyth Industries, Inc., The Bombay Company, Inc., Bush
Industries, Inc., Department 56, Inc., Ethan Allen Interiors Inc., Furniture
Brands International, Inc., Heilig-Meyers Company, La-Z-Boy Incorporated,
Leggett & Platt, Incorporated, Libbey Inc., Mikasa, Inc., National Presto
Industries, Inc., Newell Co., Oneida Ltd., Premark International, Inc.,
Rubbermaid Incorporated, Shaw Industries, Inc., Springs Industries, Inc.,
Stanhome Inc., Syratech Corporation, Westpoint Stevens Inc., and Zenith
Electronics Corporation. The Company selected this industry group because this
industry group is the most similar to the Company's business and due to the fact
that inadequate information is available regarding the Company's direct
competitors in the music industry because many of such direct competitors are
not public companies and/or are foreign companies.
COMPARATIVE SHAREHOLDER RETURNS
(DIVIDENDS REINVESTED)
[A paper copy of the performance graph has been submitted supplementally to the
Company's Branch Chief in the Division of Corporation Finance as required by
Rule 304(d) of Regulation S-T. The data as presented in such graph is set forth
below.]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) BPAO R2000 HF
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 181.08 118.41 120.24
1993 162.16 140.80 166.08
1994 118.92 138.24 151.94
1995 135.14 177.55 154.71
1996 121.62 206.83 178.43
[ ] Baldwin Piano & Organ Company (BPAO)
+ Russell 2000 Index (R2000)
X Household Furnishings (HF)
--------------------------------------------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
--------------------------------------------------------------------------------------------------------------------
BPAO $100.00 $181.08 $162.16 $118.92 $135.14 $121.62
--------------------------------------------------------------------------------------------------------------------
R2000 $100.00 $118.41 $140.80 $138.24 $177.55 $206.83
--------------------------------------------------------------------------------------------------------------------
HF $100.00 $120.24 $166.08 $151.94 $154.71 $178.43
--------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE> 22
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the best of the Company's knowledge, all of the Company's directors,
officers and 10% or more shareholders have timely filed with the Securities and
Exchange Commission all reports required to be so filed pursuant to Section 16
of the Securities Exchange Act of 1934 for the Company's 1996 fiscal year.
OTHER SECURITIES FILINGS
The information contained in this Proxy Statement under the headings
"Executive Compensation -- Report of Compensation Committee on Executive
Compensation" and "-- Common Stock Performance" are not, and should not be
deemed to be, incorporated by reference into any filings by the Company under
the 1933 Act or the Securities Exchange Act of 1934 that purport to incorporate
other Securities and Exchange Commission filings made by the Company, or
portions thereof, by reference (including this Proxy Statement).
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP to be the
independent auditors of the Company for the year ending December 31, 1997. This
selection will be submitted for ratification at the Annual Meeting.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions.
Ratification of the selection of auditors requires a majority of the votes
cast at the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR RATIFICATION.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any Shareholder proposal intended for inclusion in the proxy material for
the 1998 Annual Meeting must be received in writing by the Company on or before
January 5, 1998. The inclusion of any proposal will be subject to applicable
rules of the Securities and Exchange Commission.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
MAILED WITHOUT CHARGE TO SHAREHOLDERS UPON REQUEST. REQUESTS SHOULD BE ADDRESSED
TO THE COMPANY, 422 WARDS CORNER ROAD, LOVELAND, OHIO 45140-8390, ATTENTION: MR.
CARL SIMS, VICE PRESIDENT, SECRETARY AND TREASURER. THE FORM 10-K INCLUDES
CERTAIN EXHIBITS, WHICH WILL BE PROVIDED ONLY UPON PAYMENT OF A FEE COVERING THE
COMPANY'S REASONABLE EXPENSES.
19
<PAGE> 23
OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters to
come before the meeting. If any other matters should come before the meeting,
the persons named in the enclosed proxy intend to vote the proxy according to
their best judgment.
INFORMATION CONCERNING THE SOLICITATION
The entire expense of preparing and mailing this Proxy Statement and any
other soliciting material distributed by the Company and the total expenditures
relating to the solicitation of Proxies by the Company (including, without
limitation, costs, if any, relating to advertising, printing, fees of attorneys,
financial advisors, solicitors and accountants, public relations, transportation
and litigation) will be borne by the Company. In addition to the use of the
mails, consents may be solicited by telephone, telegram, facsimile, hand
delivery messenger, and personal solicitation, for which no additional
compensation will be paid to these persons engaged in such solicitation. The
Company has retained D.F. King & Co., Inc. ("D.F. King") for advisory and
solicitation services. In connection with this engagement, D.F. King will
solicit consents from individuals, brokers, bank nominees and other
institutional holders, for which it will be paid a fee estimated not to exceed
[ ] and will be reimbursed for its reasonable expenses. D.F. King expects to
use approximately [ ] persons in the solicitation. Banks, brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward
solicitation material to beneficial owners of the stock that such institutions
hold of record, and the Company will reimburse such institutions for their
reasonable out-of-pocket expenses. The Company estimates that its total
expenditures relating to the solicitation of proxies will be approximately
$[ ]. Total cash expenditures to date relating to the solicitation of
proxies have been approximately $[ ].
Individuals, brokers, banks and other institutional holders having any
questions concerning the solicitation or the procedure to be followed to execute
and deliver a proxy should contact D.F. King & Co., Inc. at (212) 269-5550 (call
collect) or Toll-Free (800) 522-5001.
You are urged to complete, sign, date and return the WHITE proxy card to
make certain your shares will be voted at the 1997 Annual Meeting. For your
convenience in returning the WHITE proxy, an addressed envelope is enclosed,
requiring no additional postage if mailed in the United States.
For the Board of Directors,
KAREN L. HENDRICKS
Chairman of the Board
20
<PAGE> 24
[THIS IS A WHITE PROXY CARD]
PROXY
BALDWIN PIANO & ORGAN COMPANY THIS PROXY IS SOLICITED
422 WARDS CORNER ROAD ON BEHALF OF THE
LOVELAND, OHIO 45140-8390 BOARD OF DIRECTORS
The undersigned hereby appoints Perry H. Schwartz, Carl Sims and Thomas W.
Kahle, or any of them, each with power of substitution, as Proxies of the
undersigned to attend the Annual Meeting of Shareholders of Baldwin Piano &
Organ Company (the "Company") to be held on Thursday, June 12, 1997, at 11:00
a.m., Cincinnati time, at Fifth Third Center, 38 Fountain Square Plaza,
Cincinnati, Ohio, on the fifth floor in the Board Room, and any adjournment or
adjournments thereof, and to vote the number of shares of the Company's Common
Stock (par value $.01 per share) which the undersigned would be entitled to vote
if personally present on the following matters:
1. ELECTION OF DIRECTORS
Vote for Five (5) Nominees to Serve as Directors of the Company for
the one-year term ending at the 1998 Annual Meeting of Shareholders.
<TABLE>
<CAPTION>
WITHHOLD AUTHORITY
NOMINEE FOR TO VOTE
------- ----- ------------------
<S> <C> <C>
George E. Castrucci [ ] [ ]
William B. Connell [ ] [ ]
Joseph H. Head, Jr. [ ] [ ]
Karen L. Hendricks [ ] [ ]
Roger L. Howe [ ] [ ]
</TABLE>
2. RATIFICATION OF AUDITORS
For [ ] Against [ ] Abstain [ ] the ratification of the selection by
the Board of Directors of KPMG Peat Marwick LLP as auditors for the Company for
the fiscal year ending December 31, 1997.
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting including any motion to
adjourn.
[Reverse Side]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ALL NOMINEES LISTED IN PROPOSAL 1, "FOR" PROPOSAL 2 AND IN THE
DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING INCLUDING ANY MOTION TO ADJOURN.
Dated ......................, 1997
[Shareholder's Name and Address as on Record Books]
- ----------------------------------
- ----------------------------------
(Please sign exactly as your name or names appear hereon. When shares are held
by joint tenants, both should sign. If signing as an attorney, executor,
administrator, trustee or guardian, give your full title as such. If signing on
behalf of a corporation, the full name of the corporation should be set forth
accompanied by the signature on its behalf of a duly authorized officer.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY, USING THE ENVELOPE
PROVIDED.
