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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D
(AMENDMENT NO. 11)
Under the Securities Exchange Act of 1934
Baldwin Piano & Organ Company
-----------------------------
(Name of issuer)
Common Stock
------------------------------
(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
May 15, 1998
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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: [ ]
Page 1 of 10 Pages
Exhibit Index is on Page 10
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SCHEDULE 13D
CUSIP No. 058246109 Page 2 of 10 Pages
1. Name of Reporting Person
BOLERO INVESTMENT GROUP, L.P.
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF, WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
CALIFORNIA
7. Sole Voting Power
242,160 SHARES OF COMMON STOCK
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0- SHARES OF COMMON STOCK
Each
Reporting
Person 9. Sole Dispositive Power
With
242,160 SHARES OF COMMON STOCK
10. Shared Dispositive Power
-0- SHARES OF COMMON STOCK
11. Aggregate Amount Beneficially Owned by Each Reporting Person
242,160 SHARES OF COMMON STOCK
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.0%
14. Type of Reporting Person
PN
2
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SCHEDULE 13D
CUSIP No. 058246109 Page 3 of 10 Pages
1. Name of Reporting Person
KENNETH W. PAVIA, SR.
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF, PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
UNITED STATES OF AMERICA
7. Sole Voting Power
314,160 SHARES OF COMMON STOCK
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0- SHARES OF COMMON STOCK
Each
Reporting
Person 9. Sole Dispositive Power
With
314,160 SHARES OF COMMON STOCK
10. Shared Dispositive Power
-0- SHARES OF COMMON STOCK
11. Aggregate Amount Beneficially Owned by Each Reporting Person
314,160 SHARES OF COMMON STOCK
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.1%
14. Type of Reporting Person
IN
3
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SCHEDULE 13D
CUSIP No. 058246109 Page 4 of 10 Pages
1. Name of Reporting Person
FHI, INC.
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
CALIFORNIA
7. Sole Voting Power
52,000 SHARES OF COMMON STOCK
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0- SHARES OF COMMON STOCK
Each
Reporting
Person 9. Sole Dispositive Power
With
52,000 SHARES OF COMMON STOCK
10. Shared Dispositive Power
-0- SHARES OF COMMON STOCK
11. Aggregate Amount Beneficially Owned by Each Reporting Person
52,000 SHARES OF COMMON STOCK
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
1.5%
14. Type of Reporting Person
CO
4
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SCHEDULE 13D
CUSIP No. 058246109 Page 5 of 10 Pages
1. Name of Reporting Person
FLORENCE PARTNERS INC.
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
SOUTH CAROLINA
7. Sole Voting Power
20,000 SHARES OF COMMON STOCK
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0- SHARES OF COMMON STOCK
Each
Reporting
Person 9. Sole Dispositive Power
With
20,000 SHARES OF COMMON STOCK
10. Shared Dispositive Power
-0- SHARES OF COMMON STOCK
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,000 SHARES OF COMMON STOCK
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
.6%
14. Type of Reporting Person
CO
5
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SCHEDULE 13D
CUSIP No. 058246109 Page 6 of 10 Pages
1. Name of Reporting Person
CHARLES POWERS
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3. SEC Use Only
4. Source of Funds
AF, PF
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
UNITED STATES OF AMERICA
7. Sole Voting Power
20,000 SHARES OF COMMON STOCK
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By -0- SHARES OF COMMON STOCK
Each
Reporting
Person 9. Sole Dispositive Power
With
20,000 SHARES OF COMMON STOCK
10. Shared Dispositive Power
-0- SHARES OF COMMON STOCK
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,000 SHARES OF COMMON STOCK
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
.6%
14. Type of Reporting Person
IN
6
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This Amendment No. 11 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 3. Source and Amount of Funds or Other Consideration.
Item 3 to the Schedule 13D is hereby amended, in pertinent
part, as follows:
Since the date of Amendment No. 6 to the Schedule 13D, Bolero
has acquired 24,700 Shares which were purchased by Bolero for an aggregate
purchase price (excluding commissions) of $393,273, which amount was provided
from its working capital.
Since the date of Amendment No. 6 to the Schedule 13D,
Florence Partners has acquired 10,000 Shares which were purchased by Florence
Partners for an aggregate purchase price (excluding commissions) of $125,500,
which amount was provided from its working capital.
Balboa has been liquidated and its limited partner interests
in Bolero have been distributed to its General Partner, Mr. Pavia, and its
limited partners, including FHI.
Item 5. Interest in Securities of the Issuer.
Item 5 to the Schedule 13D is hereby amended, in pertinent
part, as follows:
(a)-(b) As of the close of business on May 22, 1998, Bolero
directly owned in the aggregate 242,160 Shares, which represent approximately
7.0% of the 3,445,710 Shares outstanding as of May 1, 1998, as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998
(the "Outstanding Shares"). Bolero, acting through its sole general partner,
Mr. Pavia, has the sole power to vote or direct the vote, and to dispose or to
direct the disposition of, the Shares which it owns directly.
As of the close of business on May 22, 1998, Florence Partners
directly owned in the aggregate 20,000 Shares, which represent approximately
.6% of the Outstanding Shares. Florence Partners has the sole power to vote or
direct the vote, and to dispose or to direct the disposition of, the Shares
which it owns directly.
As of the close of business on May 22, 1998, Mr. Powers did
not hold any Shares directly. As the sole director, executive officer and
shareholder of Florence Partners, Mr. Powers may be deemed to beneficially own
the Shares held by Florence Partners. As a limited partner of Bolero, Mr.
Powers has no right to vote or dispose of any Shares held by Bolero, and
therefore does not beneficially own any Shares held by Bolero.
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As of the close of business on May 22, 1998, Mr. Pavia did not
hold any Shares directly. As the sole general partner of Bolero, Mr. Pavia may
be deemed to beneficially own the Shares held by Bolero. As the sole executive
officer and shareholder of FHI, Mr. Pavia may be deemed to beneficially own the
Shares held by FHI. As the managing director of Florence Partners, Mr. Pavia
may be deemed to beneficially own the Shares held by Florence Partners.
By reason of the provisions of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Act"), Bolero, Mr. Pavia, FHI, Florence
Partners and Mr. Powers may be deemed to be a "group." By reason of the
provisions of Rule 13d-5 under the Act, the group consisting of these entities
may be deemed to own all Shares beneficially owned by Bolero, Mr. Pavia, FHI,
Florence Partners and Mr. Powers. Mr. Powers and Florence Partners do not
affirm the existence of such a group and disclaim beneficial ownership of
shares of Common Stock beneficially owned by Bolero, Mr. Pavia and FHI.
Bolero, Mr. Pavia and FHI also do not affirm the existence of such a group and
disclaim beneficial ownership of Shares beneficially owned by Florence Partners
and Mr. Powers.
Except as set forth in this Item 5(a)-(b), each of the persons
named in this Item 5(a)-(b) disclaims beneficial ownership of any Shares owned
beneficially or of record by any other person named in this Item 5(a)-(b).
(c) On May 15, 1998, Florence Partners purchased 2,000
Shares through an open market purchase for $15.375 per Share (excluding
commissions), which was effected in the over-the-counter market.
Except as set forth herein, none of the Reporting Persons or
Mrs. Pavia has effected any transaction in the Shares during the past 60 days.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement (incorporated by reference to Amendment
No. 6 to the Schedule 13D).
8
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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: May 22, 1998
Bolero Investment Group, L.P.
By: /s/ Kenneth W. Pavia, Sr.
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Name: Kenneth W. Pavia, Sr.
Its: General Partner
/s/ Kenneth W. Pavia, Sr.
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Kenneth W. Pavia, Sr.
FHI, Inc.
By: /s/ Kenneth W. Pavia, Sr.
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Name: Kenneth W. Pavia, Sr.
Its: President
Florence Partners Inc.
By: /s/ Charles Powers
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Name: Charles Powers
Its: President
/s/ Charles Powers
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Charles Powers
9
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement (incorporated by references to
Amendment No. 6 to the Schedule 13D).
10
