UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
BALDWIN PIANO AND ORGAN COMPANY
_________________________________________________________________
(Name of Issuer)
Shares of Common Stock
_________________________________________________________________
(Title of Class of Securities
058246-10-9
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 16, 2000
_______________________
(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 of 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 __.
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.
*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 disclosures provided in
a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
Amendment No. 2
CUSIP NO. 058246-10-9
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 199,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
199,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.763%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 058246-10-9
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 100,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.896%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 058246-10-9
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Aries Hill Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
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
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 11,700
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
11,700
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.339%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
INTRODUCTION
The acquisition of 416,700 shares ("Shares") of Common Stock
of the Issuer was previously reported by the Reporting Persons in
Schedule 13D, which was filed with the Securities and Exchange
Commission on December 3, 1999, as amended by Schedule 13D
Amendment No. 1, which was filed with the Securities and Exchange
Commission on December 27, 1999 ("Amendment No. 1"). Since the
filing of Amendment No. 1, two of the Reporting Persons (The
Cameron Baird Foundation and Jane D. Baird) have purchased
additional Shares, and one new Reporting Person (Aries Hill
Corp.) has purchased Shares. The number of Shares now held by
the Reporting Persons is 455,400 Shares.
The Cover Pages for the Reporting Persons who purchased
additional shares are hereby amended as shown in this Amendment
No. 2. The Cover Page for the new Reporting Person is hereby
added as shown in this Amendment No. 2. Items 2, 3, 4 and 5 are
hereby amended as shown in this Amendment No. 2. All other Cover
Pages and Items remain unchanged.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE
REPORTING PERSONS SHALL NOT BE CONSTRUED AS A STATEMENT OR
ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A
GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY
CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE
ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE
SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN
THIS STATEMENT TO HAVE A BENEFICIAL INTEREST.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended to add the following information with
respect to the new Reporting Person:
(8) ARIES HILL CORP.
State of organization: New York
Principal Business: Private holding company
Address: 1350 One M&T Plaza, Buffalo, N.Y. 14203
Shareholders: Various members of the Baird family. No
individual family member has a controlling
interest.
Directors: Brent D. Baird, Bruce C. Baird, Brian D. Baird
Officers: Brent D. Baird - President;
Bruce C. Baird - Vice President;
Brian D. Baird - Secretary and Treasurer
Information on Individual Directors and Officers pursuant to
Instruction C:
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Brian D. Baird
(b) 300 Woodbridge Avenue, Buffalo, New York 14214
(c) Attorney, Kavinoky & Cook
120 Delaware Avenue, Buffalo, New York 14202
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to add the following:
The sources of funds used by The Cameron Baird Foundation and
Jane D. Baird are personal funds of each such person with respect
to the purchases by such person. The source of funds used by
Aries Hill Corp. is its working capital. The Reporting Persons
did not borrow any funds to acquire their respective shares. The
following table shows the approximate amount of funds paid for
the Shares by the Reporting Persons (which only includes the
purchases since the filing of Amendment No. 1).
The Cameron Baird $ 162,500
Foundation
Jane D. Baird 70,250
Aries Hill Corp. 93,700
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
One of the Reporting Persons, Brent D. Baird, intends
to ask that the Issuer include him on management's
slate for election as a director at the next Annual
Meeting of the Shareholders of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of
455,400 shares of the Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
The Cameron Baird 199,000 5.763%
Foundation
Brent D. Baird 35,000 1.014%
Anne S. Baird 10,000 0.290%
Bridget B. Baird, 69,700 2.018%
Successor Trustee (2)
Jane D. Baird 100,000 2.896%
Bruce C. Baird 10,000 0.290%
Brian D. Baird, Successor 20,000 0.579%
Trustee (3)
Aries Hill Corp. 11,700 0.339%
______ ______
TOTAL 455,400 13.189%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 3,452,826 Shares.
(2) Jane D. Baird is the income beneficiary and the issue of
Jane D. Baird are the remainder beneficiaries under a
trust agreement dated 12/23/38.
(3) Jane D. Baird is the income beneficiary and the
issue of Jane D. Baird are the remainder
beneficiaries under a trust agreement dated
7/31/22.
(b) For each persons named in paragraph (a), that person has
sole voting and sole dispositive power over the Shares enumerated
in paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In The Number of not Transaction
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
Jane D. Baird 1/26/00 2,500 8 3/4 Fahnestock & Co
The Cameron 1/26/00 2,500 8 3/4 Fahnestock & Co
Baird 1/27/00 3,900 8 1/2 Fahnestock & Co
Foundation 2/9/00 4,000 8 1/2 Fahnestock & Co
3/2/00 3,000 8 5/8 Fahnestock & Co
Aries Hill 3/6/00 2,000 8 1/2 Fahnestock & Co
Corp. 3/7/00 2,000 8 1/8 Fahnestock & Co
3/8/00 2,000 8 5/16 Fahnestock & Co
3/9/00 1,100 8 1/2 Fahnestock & Co
3/16/00 1,100 7 1/4 Fahnestock & Co
3/16/00 2,500 7 1/2 Fahnestock & Co
3/17/00 1,000 7 3/4 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED this 23rd day of March, 2000.
The Cameron Baird Foundation
By: s/Brian D. Baird
Brian D. Baird, Trustee
Jane D. Baird and Brent D. Baird
s/Brian D. Baird
Brian D. Baird, as Attorney-in-fact
Aries Hill Corp.
By: s/Brian D. Baird
Brian D. Baird, Secretary
