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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
BALDWIN PIANO & ORGAN COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
058246
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
Page 1 of 9 Pages
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CUSIP No. 058246 13G Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. Identification No. of Above Person
Robert S. Harrison
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) *
(b)
-----
Mr. Harrison is filing this Schedule 13G as part of a
joint filing pursuant to Rule 13d-1(f)(1).
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER
SHARES 237,955
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 101,012
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 237,955
PERSON 8. SHARED DISPOSITIVE POWER
WITH 101,012
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,967
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
The aggregate amount in Row (9) includes 101,012 shares
owned by Mr. Harrison's adult children, and which are deemed to be
beneficially owned by Mr. Harrison.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 058246 13G Page 3 of 9 Pages
SCHEDULE 13G
ITEM 1
(a) NAME OF ISSUER: Baldwin Piano & Organ Company
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
422 Wards Corner Road
Loveland, Ohio 45140-8390
ITEM 2
(a) NAME OF PERSON FILING: Robert S. Harrison
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
4040 Mt. Carmel Road
Cincinnati, Ohio 45244
(c) CITIZENSHIP: All reporting persons on this Schedule 13G are
American citizens.
(d) TITLE OF CLASS OF SECURITIES: Common Stock
(e) CUSIP NUMBER: 058246
ITEM 3
Not Applicable. This statement is filed pursuant to
Rule 13d-1(c).
ITEM 4
OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 338,967
(b) PERCENT OF CLASS: 9.9%
(c) (i) SOLE VOTING POWER: 237,955
(ii) SHARED VOTING POWER: 101,012
(iii) SOLE DISPOSITIVE POWER: 237,955
(iv) SHARED DISPOSITIVE POWER: 101,012
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CUSIP No. 058246 13G Page 4 of 9 Pages
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The aggregate number of shares of common stock of
Baldwin Piano & Organ Company covered by this Schedule 13G is
338,967 shares. Of those shares, 237,955 are solely owned by Mr.
R. S. Harrison (including a trust for his benefit) and 101,012
held by Mr. Harrison's adult children and which are deemed to be
beneficially owned by Mr. Harrison.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable. Each reporting person identified in
Item 2(a) is filing this Schedule G as part of a joint filing
pursuant to Rule 13d-1(f)(1) and such reporting persons, in the
aggregate, do not constitute a group as defined by Rule 13d-5(b).
This Schedule G is filed on behalf of each such reporting person
as evidenced by their written agreement attached as Exhibit I.
John J. Kropp, Trustee, C.L. Harrison, III, Priscilla Harrison
Connell, Anne W. Harrison and Joseph H. Head, Jr. have withdrawn
from such agreement in that none of them is no longer a
beneficial owner of any of the securities reported herein
ITEM 9
NOTICE OF DISSOLUTION OF GROUP
Not Applicable
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CUSIP No. 058246 13G Page 5 of 9 Pages
ITEM 10
CERTIFICATION
Not Applicable. This Statement is filed pursuant to
Rule 13d-1(c).
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1998 R. S. HARRISON
R. S. Harrison, individually and
as attorney-in-fact for C. L.
Harrison, III, Priscilla Harrison
Connell, Anne W. Harrison and
John J. Kropp, Trustee and
pursuant to the power of attorney
granted in that certain Agreement
dated February 11, 1987 by and
among such persons, which
Agreement is attached hereto as
Exhibit I.
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CUSIP No. 058246 13G Page 6 of 9 Pages
EXHIBIT I
AGREEMENT
THIS AGREEMENT is made on this 11th day of February,
1987 by and among R. S. Harrison, John J. Kropp, Joseph H. Head,
Jr., C. L. Harrison, III, Priscilla Harrison Connell and Anne W.
Harrison.
WHEREAS, all of the parties to this Agreement have a direct or
indirect beneficial interest in all or part of the same 959,073 shares of
Baldwin Piano & Organ Company (the "Shares") as more fully described in the
Schedule 13G dated the date hereof (the "Schedule 13G") to which this Agreement
is attached as Exhibit II; and
WHEREAS, all of the parties hereto desire that such Schedule 13G be
timely filed with the Securities and Exchange Commission on behalf of each of
them; and
WHEREAS, the parties hereto desire to evidence their agreement that
such Schedule 13G be filed on behalf of each of them as required by Rule
13d-1(f)(1) promulgated under the Securities Exchange Act of 1934;
NOW, THEREFORE, the parties hereto agree as follows:
1. JOINT FILING. Each of the parties hereto agrees that the filing of
the Schedule 13G be jointly filed with the Securities and Exchange Commission on
behalf of each of them with respect to the Shares.
2. REPRESENTATIONS. Each of the parties hereto represents to each
other party that he or she is individually eligible to use the Schedule 13G on
which the information regarding his or her beneficial interest in the Shares is
to be jointly filed and that the information therein regarding him or her is
complete and accurate.
3. RESPONSIBILITIES. No individual signing this Agreement has any
responsibility for the completeness or accuracy of the information in the
Schedule 13G concerning the other individuals making the joint filing unless he
or she knows or has reason to believe that such information is inaccurate. In
the event of such knowledge, the believed inaccuracy shall be reported to the
Treasurer of Baldwin Piano & Organ Company.
4. AMENDMENTS TO SCHEDULE 13G. If any material change occurs in the
facts set forth in the Schedule 13G, such change shall be timely reported to the
Treasurer of Baldwin Piano
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CUSIP No. 058246 13G Page 7 of 9 Pages
& Organ Company and an amendment to Schedule 13G shall be prepared and filed
with the Securities and Exchange Commission in accordance with Rule 13d-2
promulgated under the Securities Exchange Act of 1934.
5. POWER OF ATTORNEY. Each party to this Agreement hereby constitutes
and appoints R. S. Harrison and John J. Kropp, or either of them, as his or her
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to the Schedule 13G to which
this Agreement is attached, and to file the same, with all exhibits thereto,
with the Securities and Exchange Commission, granting into said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue of this
Agreement.
6. DURATION. The parties' collective desire and agreement to make
joint filings on behalf of each of them on Schedule 13G pursuant to the terms
and conditions of this Agreement shall continue as to all of them until such
time as one or more of them shall give written notice of his or her withdrawal
from this Agreement to the Treasurer of Baldwin Piano & Organ Company in its
principal executive offices. Subsequent to receipt of such notice, joint filings
will be made only on behalf of such persons who have not so withdrawn.
7. SUCCESSORS, HEIRS AND ASSIGNS. This Agreement will be effective as
to the lawful successors, heirs or assigns of the parties hereto only upon the
written consent of such successor, heir or assigns.
8. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
9. ENTIRE AGREEMENT. This Agreement represents the
entire Agreement between the parties and may be amended or
modified only as set forth herein.
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CUSIP No. 058246 13G Page 8 of 9 Pages
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to
be executed as of the date first written above.
/s/ R. S. Harrison
R. S. Harrison, as Chairman of the
Board and Chief Executive Officer
of Baldwin Piano & Organ Company;
and as Investment Advisor u/t/a
dated February 4, 1986
/s/ John J. Kropp, Trustee
John J. Kropp, as Trustee u/t/a
dated February 4, 1986; as Trustee
u/t/a dated April 18, 1984; as
Trustee u/t/a dated January 8, 1984;
as Trustee u/t/a dated January 5, 1984;
as Trustee u/t/a dated January 1, 1984;
and as Trustee u/t/a dated December 31, 1983
/s/ Joseph H. Head, Jr.
Joseph H. Head, Jr., as Special
Advisor u/t/a January 8, 1986; as
Special Advisor u/t/a dated
January 5, 1986; as Special
Advisor u/t/a dated January 1,
1984; and as Special Advisor u/t/a
December 31, 1983
/s/ C. L. Harrison, III
C. L. Harrison, III, as Special
Advisor u/t/a January 8, 1986; as
Special Advisor u/t/a dated
January 5, 1984; as Special
Advisor u/t/a dated January 1,
1984; and as Special Advisor u/t/a
December 31, 1983
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CUSIP No. 058246 13G Page 9 of 9 Pages
/s/ Priscilla Harrison Connell
Priscilla Harrison Connell, as Special
Advisor u/t/a January 8, 1984; as Special
Advisor u/t/a dated January 5, 1984; as
Special Advisor u/t/a dated January 1, 1984;
and as Special Advisor u/t/a December 31, 1983
/s/ Anne W. Harrison
Anne W. Harrison, an Individual
