SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
Baldwin Piano and Organ Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
058246109
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(CUSIP Number)
Mr. Herbert A. Denton George Lander, Esq.
c/o Providence Capital Corporation c/o Morse, Zelnick, Rose & Lander
730 Fifth Avenue 450 Park Avenue
New York, New York 10019 New York, New York 10022
(212) 888-3200 (212) 838-4175
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1999
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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 that is the subject f this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
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Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following page)
(Page 1 of 10 Pages)
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CUSIP No. 058246109 13D Page 2 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Herbert A. Denton
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
180,300
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 75,000
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 180,300
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
75,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.39%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
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CUSIP No. 058246109 13D Page 3 of 10 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
U.S. Value Investment Co. plc n/a
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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7 SOLE VOTING POWER
180,300
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 180,300
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.22%
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14 TYPE OF REPORTING PERSON*
CO
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Page 4 of 10
Item 1 Security and Issuer
The class of security to which this statement relates is the common stock,
par value $.01 per share (the "Common Stock"), of Baldwin Piano and Organ
Company, a Delaware corporation (the "Issuer") with principal offices located at
4680 Parkway Drive, Suite 200, Mason, Ohio 40040-7198.
Item 2 Identity and Background
(a)-(f) This statement is filed on behalf of Herbert A. Denton ("Denton")
and U.S. Value Investment Co., plc, a corporation incorporated under the laws of
the Republic of Ireland ("USVI") to report both the acquisition and the
beneficial ownership of shares of Common Stock of the Issuer.
The business address of USVI is 1 Earlsfort Centre, Hatch Street, Dublin
2, Ireland and the address of Denton is c/o Providence Capital Inc., 730 Fifth
Avenue, New York, New York 10019. USVI is a private investment company advised
by Denton. Information as to the name, business address, present principal
occupation and citizenship of each director and executive officer of USVI is
annexed hereto as Schedule A. Denton's principal employment is President of
Providence Capital, Inc., a registered broker-dealer. Additionally, Denton
advises several investment funds (including USVI) which are the ultimate
beneficial owners of the shares to which this statement relates. Other than
USVI, no such fund owns 5% or more of the outstanding Common Stock.
Neither USVI nor Denton, nor, to the best of USVI or Denton's knowledge,
any officer or director of USVI, has during the last five years been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which they were or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Denton is a United States citizen.
Item 3 Source and Amounts of Funds or Other Consideration
The funds used by USVI and the other investment funds managed by Denton to
acquire the shares to which this statement relates were funds available from the
working capital of USVI and such other managed investment funds.
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Page 5 of 10
Item 4 Purpose of Transaction
The Reporting Persons, acquired shares of Common Stock of the Issuer for
investment purposes in the ordinary course of their investment activities. While
the Reporting Persons believe that the Issuer's Common Stock is undervalued in
the stock market relative to the aggregate value of the Issuer's three
businesses (musical instruments, consumer installment financing of keyboard
instruments, and contract electronics manufacturing) if sold to appropriate
potential strategic purchasers, they have no specific plans or proposals with
respect thereto.
The Reporting Persons have had discussions and correspondence with certain
members of the Issuer's Board of Directors and significant shareholders
concerning various operational, financial, and managerial aspects of the
Issuer's businesses, the significant under-valuation of the Issuer's stock
price, various ways to correct such under-valuation, and the potential for the
Reporting Persons to achieve representation on the Issuer's Board of Directors.
In early 1999 Denton informally requested that he be considered for
election to the Board of Directors of the Issuer. The Issuer informally advised
Denton that they were not interested in having him serve as a member of the
Board of Directors.
Currently, the Reporting Persons intend to monitor closely any and all
value-enhancing actions taken by the Issuer, such as the recently announced
proposal to sell the Issuer's Keyboard Acceptance Corporation. Upon such sale,
the Reporting Persons intend to monitor the use of the proceeds received
therefrom.
In addition, the Reporting Persons intend to continue to analyze the
Issuer, its operations, finances, management, shareholder structure, corporate
governance and other relevant factors, and may in the future communicate
directly with the Issuer's management, directors, shareholders or other third
parties with respect to specific proposals relating to the management of the
Issuer and/or the disposition of one or more of the remaining lines of the
Issuer's business. Such Reporting Persons may purchase additional shares or sell
their existing shares in the open market or in private transactions. Except as
set forth in this Item 4, the Reporting Persons have no present plans or
proposals that relate to or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D
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Page 6 of 10
Item 5 Interest in the Securities of the Issuer
(a) The aggregate number of shares of Common Stock which are
beneficially owned by Denton is 255,300 (180,300 of such shares are
owned as of record by USVI to which Denton is sole advisor, and
75,00 of such shares are owned by Providence Investors, LLC, to
which Denton is a co-advisor), representing 7.39% of the 3,452,826
shares of such class reported to be outstanding in the Issuer's most
recent Quarterly Report on Form 10Q. The aggregate number of shares
of Common Stock which are beneficially owned by USVI is 180,300,
representing 5.22% of the 3,452,826 shares of such class reported to
be outstanding in the Issuer's most recent Quarterly Report on Form
10Q.
(b) Both USVI and Denton may be deemed to have sole power to vote and
sole power to dispose of 180,300 shares. Denton is deemed to have
shared power to vote and shared power to dispose of 75,000 shares.
(c) Within the past sixty days, accounts managed by Denton purchased
shares of Common Stock on the dates, in the amounts and at the
prices set forth on Schedule B annexed hereto. All of such purchases
were made on the open market. Those shares purchased by USVI during
the past sixty days are noted on Schedule B.
(d) The private investment funds and managed accounts to which Denton
serves as investment adviser and for whose accounts the Common Stock
is held have the right to receive dividends from or the proceeds
from the sale of the Common Stock.
(e) Not applicable.
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Page 7 of 10
Item 6 Contracts, Arrangements, Understandings, or Relationships with Respect to
Securities of the Issuer
Except as may be set forth above in Item 4, there exists no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any other persons with
respect to any securities of the issuer, including, but not limited to, transfer
or voting of any securities, finders' fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7 Materials to be filed as Exhibits
Exhibit 1 - Agreement between Denton and USVI pursuant to Rule 13d-1(k)(1)
of Regulation 13D-G of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
Signature
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certify that the information set forth
in this statement is true, complete and correct.
Dated: August 18, 1999
US Value Investment Co. plc
By:/s/ Herbert A. Denton
________________________________
Herbert A. Denton, Advisor
/s/ Herbert A. Denton
_________________________________
Herbert A. Denton
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Page 8 of 10
Exhibit 1
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the statement on
Schedule 13D to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth hereinbelow.
US Value Investment Co. plc
By:/s/ Herbert A. Denton
________________________________
Herbert A. Denton, Advisor
/s/ Herbert A. Denton
________________________________
Herbert A. Denton
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Page 9 of 10
Schedule A
Transactions in Shares of Common Stock
Within the Past Sixty Days
Number of Shares
Date Purchased Price Per Share
7/8/99 5,500(1) $7.466
8/12/99 96,300(1) $7.50
8/12/99 3,700 $7.50
8/13/99 25,000 $7.50
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(1) Shares purchased by U.S. Value Investment Co. plc
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Page 10 of 10
Schedule B
Executive Officers & Directors of
U.S. Value Investment Co., plc
Present
Principal
Name & Position Business Address Occupation Citizenship
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Michael Murphy U.S. Value Investment Retired Ireland
Chairman and Co., plc
Director 1 Earlsfort Centre
Hatch Street
Dublin 2
Ireland
Herbert A. Denton Providence Capital President of United States
Director Inc. Providence Capital
730 Fifth Avenue Inc., a registered
New York, NY 10019 broker dealer
Gilbert A. E. U.S. Value Investment Chief Executive of Ireland
Fraher Co., plc Singer &
Director 1 Earlsfort Centre Friedlander
Hatch Street Investment Funds
Dublin 2 Limited and Singer
Ireland & Friedlander
Portfolio
Management
Limited, an
investment manager
Simon A. Ballard U.S. Value Investment Marketing Director Great Britain
Director Co., plc of Singer &
1 Earlsfort Centre Friedlander
Hatch Street Investment Funds
Dublin 2 Limited, an
Ireland investment manager
Evan G. Galbraith Morgan Stanley & Co. Chairman of the United States
Director Incorporated Board of National
1221 Sixth Avenue Review, a magazine
New York, NY publisher
James Ladner RP&C International Director of RP&C Switzerland
Director Inc. International
56 Green Street Inc., a merchant
London, England bank
Robert Mooney U.S. Value Investment Independent Ireland
Director Co., plc investment and
1 Earlsfort Centre financial
Hatch Street consultant
Dublin 2
Ireland
Jean Patrick SV International Managing Director France
Voisin 62-64 Boulevard of SV
Director Pereire International, a
Paris, France broker dealer
