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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: September 7, 1999
BALDWIN PIANO & ORGAN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-14903 31-1091812
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
4680 Parkway Drive, Mason, Ohio 45040-5301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 754-4500
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Item 5. Other Events
On September 7, 1999, Baldwin Piano & Organ Company (the "Company") sold
its Juarez, Mexico manufacturing facility for $7.2 million. The sale will result
in a one-time gain for the Company of approximately $2.6 million, or $.75 per
share. The Company also announced that it will seek to replace the sold facility
with a smaller, leased facility in Juarez, Mexico.
On September 8, 1999, Mr. Herbert A. Denton joined the Company's Board of
Directors. Mr. Denton is president and co-founder of Providence Capital, Inc., a
private merchant bank and registered broker-dealer. Mr. Denton is the beneficial
owner of approximately 7.3% of the Company's outstanding common stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated September 8, 1999
99.2 Press Release dated September 3, 1999
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BALDWIN PIANO & ORGAN COMPANY
(Registrant)
Date: September 15, 1999 By: /s/Duane D. Kimble
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Duane D. Kimble
Chief Financial Officer
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EXHIBIT 99.1
CONTACTS: Duane Kimble Joel Pomerantz
Baldwin Piano & Organ Company The Dilenschneider Group
(513) 754-4647 (212) 922-0900
BALDWIN PIANO SELLS JUAREZ, MEXICO FACILITY FOR $7.2 MILLION;
COMPANY WILL RECOGNIZE $2.6 MILLION ONE-TIME GAIN
SPACE SAVINGS FROM SYNCHRONOUS MANUFACTURING WILL ALLOW BALDWIN TO CUT
MANUFACTURING OVERHEAD AND CONTINUE JUAREZ OPERATIONS IN
SMALLER LEASED FACILITY
MASON, OHIO, September 8, 1999 - Baldwin Piano & Organ Company
(NASDAQ:BPAO) today announced the sale of its Juarez, Mexico manufacturing
facility to an undisclosed buyer for $7.2 million. The sale, which closed
yesterday, will result in a one-time gain for Baldwin of approximately $2.6
million, or 75 cents per share.
Commenting on the sale of the Juarez facility, Karen Hendricks, Baldwin's
president, chairman and chief executive officer, said: "The implementation of
synchronous manufacturing techniques at our Juarez facility has allowed us to
maintain production using only a third of the space once required for
operations. Selling this plant and replacing it with a far smaller leased
facility in Juarez will cut manufacturing overhead, improve the Music division's
ROI and enhance shareholder value."
Baldwin Piano & Organ Company has marketed keyboard musical products for
over 137 years and has been providing consumer financing for the keyboard
industry for nearly a century. Baldwin, maker of America's best selling pianos,
also manufactures electronic and electromechanical components for Original
Equipment Manufacturers.
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"SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:" This release contains forward looking statements that are subject to
risks and uncertainties, including, but not limited to, the impact of
competitive products and pricing, product demand and market acceptance, reliance
on key strategic alliances, fluctuations in operating results and other risks
detailed from time to time in the company's filings with the Securities and
Exchange Commission.
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EXHIBIT 99.2
CONTACTS: Duane Kimble Joel Pomerantz
Baldwin Piano & Organ Company The Dilenschneider Group
(513) 754-4647 (212) 922-0900
BALDWIN PIANO APPOINTS HERBERT A. DENTON TO BOARD
MASON, OHIO, September 3, 1999 - Baldwin Piano & Organ Company
(NASDAQ:BPAO) today announced the appointment of Herbert A. Denton, 52, to its
board of directors effective September 8, 1999. Mr. Denton, an institutional
money manager, recently increased his firm's holdings of Baldwin shares to 7.3
percent. His appointment increases the number of directors to seven.
Mr. Denton is president and co-founder of Providence Capital, Inc., a
private merchant bank and registered broker dealer. He was formerly a managing
director with Jeffries & Company, Inc. of New York. Mr. Denton sits on the board
of directors for Chic by H.I.S. Inc. and Mesa Air Group, Inc. Mr. Denton
received a Masters of Business Administration from the Wharton School of Finance
and Commerce, University of Pennsylvania and a Bachelor of Arts from the
University of Pennsylvania.
Commenting on Mr. Denton's appointment, Karen Hendricks, Baldwin's
president, chairman and chief executive officer, said: "Mr. Denton's significant
investment in Baldwin indicates his clear understanding of the company's
potential value to investors."
Baldwin Piano & Organ Company has marketed keyboard musical products for
over 137 years and has been providing consumer financing for the keyboard
industry for nearly a century. Baldwin, maker of America's best selling pianos,
also manufactures electronic and electromechanical components for Original
Equipment Manufacturers.
####
"SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:" This release contains forward looking statements that are subject to
risks and uncertainties, including, but not limited to, the impact of
competitive products and pricing, product demand and market acceptance, reliance
on key strategic alliances, fluctuations in operating results and other risks
detailed from time to time in the company's filings with the Securities and
Exchange Commission.
