SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_|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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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:...................................................................
(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:................................................................
<PAGE>
BALDWIN PIANO & ORGAN COMPANY
422 Wards Corner Road
Loveland, Ohio 45140-8390
(513) 576-4500
PRESS RELEASE FOR IMMEDIATE RELEASE
- ------------- ---------------------
Contacts: Perry Schwartz Wes Truesdell
Baldwin Piano The Dilenschneider Group
(513) 576-4518 (212) 922-0900
INSTITUTIONAL SHAREHOLDER SERVICES (ISS)
BACKS BALDWIN BOARD IN PROXY CONTEST
ISS Agrees Hendricks Is Moving Baldwin in the Right Direction
LOVELAND, OH, June 9, 1997 -- Baldwin Piano and Organ Company (NASDAQ:
BPAO) today announced that Institutional Shareholder Services (ISS), the
nation's most influential, independent proxy advisory service, has recommended
that its institutional shareholder clients vote for Baldwin's slate of five
directors, rejecting the five candidates proposed by Kenneth W. Pavia, Sr.,
general partner of Bolero Investments Group, L.P., and an 8.1 percent holder of
Baldwin shares. Baldwin's Annual Meeting of Shareholders will be held in
Cincinnati on June 12, 1997.
In its analysis, ISS said, "[W]e believe management's efforts to turn the
company around have been considerable, and we believe Baldwin has significant
potential in the future . . . Baldwin has made significant strides toward
modernizing its manufacturing capabilities and improving the overall operation
of the company." Addressing the strategic plan Baldwin has in place, ISS
indicated it concurred with the company's position that disrupting that plan by
replacing the board would not be in shareholders' best interests," adding, "...
the strategic plan and the improved results are moving the company in the right
direction."
Karen L. Hendricks, chairman and CEO of Baldwin said, "We are pleased that
ISS, a neutral party that is well-versed in these matters, has endorsed
Baldwin's slate of experienced and dedicated incumbent directors. ISS's
thoughtful, independent assessment should weigh heavily on the balance of the
vote. We are confident that shareholders who take a realistic look at their
options will likewise vote to re-elect the current Baldwin board."
She added, "Next Thursday's vote is a matter of re-electing a board that
offers a clear-cut strategic plan for Baldwin's future, versus casting one's lot
with a group of challengers who offer no plan, no new ideas and no experience in
the music business."
Institutional Shareholder Services, based in Bethesda, Maryland, is a
longstanding advisor on proxy contents, corporate governance and related issues
to many major institutional shareholders.
Baldwin Piano & Organ Company has manufactured and marketed keyboard
musical products for 135 years and has been providing consumer financing for its
investments for nearly a century. The market leader in acoustic pianos in the
United States, Baldwin also manufactures electronic and electro-mechanical
components for Original Equipment Manufacturers.
# # #
