UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13D
(AMENDMENT NO. 14)
Under the Securities Exchange Act of 1934
BALDWIN PIANO & ORGAN COMPANY
-----------------------------
(NAME OF ISSUER)
COMMON STOCK
------------
(TITLE OF CLASS OF SECURITIES)
058246109
---------
(CUSIP NUMBER)
Kenneth W. Pavia, Sr. Charles Powers
Bolero Investment Group, L.P. Florence Partners, Inc.
Ingraham Building 2419 Sumter St. Ext.
25 S.E. 2nd Avenue, Suite 720 Florence, SC 29502
Miami, Florida 33131 (803) 660-1941
(305) 596-4398
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JANUARY 18, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
<PAGE>
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1 NAME OF REPORTING PERSONS
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
- ----------------------- --------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 300,260 SHARES OF COMMON STOCK
WITH
------------- ------------------------------------------
8 SHARED VOTING POWER
-0- SHARES OF COMMON STOCK
------------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
300,260 SHARES OF COMMON STOCK
------------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
- ----------------------- ------------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,260 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)
8.7%
- ----------------------- --------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ----------------------- --------------------------------------------------------
<PAGE>
- ----------------------- --------------------------------------------------------
1 NAME OF REPORTING PERSONS
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
- ----------------------- --------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 403,569 SHARES OF COMMON STOCK
WITH
------------- ------------------------------------------
8 SHARED VOTING POWER
-0- SHARES OF COMMON STOCK
------------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
403,569 SHARES OF COMMON STOCK
------------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
- ----------------------- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
403,569 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)
11.7%
- ----------------------- --------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------- --------------------------------------------------------
<PAGE>
- ----------------------- --------------------------------------------------------
1 NAME OF REPORTING PERSONS
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
NEVADA
- ----------------------- --------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 51,000 SHARES OF COMMON STOCK
WITH
------------- ------------------------------------------
8 SHARED VOTING POWER
-0- SHARES OF COMMON STOCK
------------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
51,000 SHARES OF COMMON STOCK
------------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
- ----------------------- --------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
51,000 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
- ----------------------- --------------------------------------------------------
<PAGE>
- ----------------------- --------------------------------------------------------
1 NAME OF REPORTING PERSONS
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
- ----------------------- --------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 52,309 SHARES OF COMMON STOCK
WITH
------------- ------------------------------------------
8 SHARED VOTING POWER
-0- SHARES OF COMMON STOCK
------------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
52,309 SHARES OF COMMON STOCK
------------- ------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
- ----------------------- ------------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
52,309 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
- ----------------------- --------------------------------------------------------
<PAGE>
- ----------------------- --------------------------------------------------------
1 NAME OF REPORTING PERSONS
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
- ----------------------- --------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 52,309 SHARES OF COMMON STOCK
WITH
------- ----- ------------------------------------------
8 SHARED VOTING POWER
-0- SHARES OF COMMON STOCK
------- ----- ------------------------------------------
9 SOLE DISPOSITIVE POWER
52,309 SHARES OF COMMON STOCK
------- ----- ------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
- ----------------------- ------- ----- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
52,309 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
IN
- ----------------------- --------------------------------------------------------
<PAGE>
This Amendment No.14 to the Schedule 13D is being filed on behalf of the
undersigned Reporting Person to amend the Schedule 13D filed with the Securities
and Exchange Commission (the "Commission") on July 8, 1996, as amended (as
amended, the "Schedule 13D"), relating to share 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
Since the date of Amendment No. 13 to the Schedule 13D, Bolero has acquired
5,500 Shares which were purchased for an aggregate purchase price (excluding
commissions) of $44,573.50, which amount was provided from its working capital.
Since the date of Amendment No. 13 to the Schedule 13D, Florence Partners has
acquired 11,400 Shares which were purchased for an aggregate purchase price
(excluding commissions) of $81,862, which amount was provided from its working
capital.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as follows:
On January 12, 2000, Mr. Pavia, on behalf of the Bolero Partnership, delivered a
letter to the Company, which is filed as Exhibit 2 and is incorporated by
reference herein, requesting that the Board of Directors take all necessary
steps to achieve the sale of the Company. The Resolution and Supporting
Statement reads as follows:
RESOLVED, that the shareholders of the Company hereby inform the Board of
Directors that they do not approve of the Company's performance and direction
and, therefore, it is the desire of the shareholders that the Board of Directors
immediately take the necessary steps to achieve the sale of the Company as
promptly as possible on terms which will maximize shareholder value.
SUPPORTING STATEMENT:
Proponent believes that the sale of the remaining divisions would provide the
shareholders, the true owners of the Company, with a significant premium over
the Company's recent stock price. Proponent believes that the sale of the
Company is the highest and best alternative for achieving a reasonable rate of
return. Given the substandard performance of the Company (third quarter net loss
of $1,622,000; net loss for the first three quarters of 1999 of 4,825,000, net
of extraordinary gains) and with what we believe to be a lack of commitment,
discipline and experience to consistently provide shareholder value, Proponent
believes that further support for the Company's current course would at best
lead to a continuation of mediocre returns and at
<PAGE>
worst increased losses. Instead, Proponent recommends that the Company be sold
as promptly as possible on terms which will maximize shareholder value.
Shareholders are urged to vote "FOR" the proposal.
The Reporting Persons reserve the right to solicit proxies for the Proposal or
for other proposals, if any, which they may decide to present at the meeting.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a)-(b) as of the close of business on January 13, 2000, Bolero directly owned
300,260 , which represents approximately 8.7% of the 3,453,000 Shares
outstanding as of November 12, 1999, as reported in the Company's quarterly
report on Form 10Q for the quarter ended September 30, 1999 (the "Outstanding
Shares"). Bolero, acting through its sole general partner, Mr. Kenneth W. 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 the business on January 13, 2000, Florence Partners directly
owned in the aggregate 52,309 Shares, which represent approximately 1.5% of the
Outstanding Shares. Florence Partners has the sole power to vote or direct to
vote, and to dispose or to direct the disposition of, the Shares which it owns
directly.
As of the close of business on January 13, 2000, FHI Inc. directly owned in the
aggregate 51,000 Shares, which represents approximately 1.5% of the Outstanding
Shares. FHI Inc. has the sole power to vote or direct to vote, and to dispose or
to direct the disposition of, the Share which it owns directly.
As of the close of business on January 13, 2000, 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 in Bolero, Mr. Powers has no right to
vote or to dispose of any shares held by Bolero, and therefore does not
beneficially own the Shares held by Bolero.
As of the close of business on January 13, 2000, Mr. Pavia did not hold any
Shares directly. As sole general partner of Bolero, Mr. Pavia may be deemed to
beneficially own the Shares held by Bolero. As sole executive officer and
shareholder of FHI Inc., Mr. Pavia may be deemed to beneficially own the Shares
held by FHI Inc. As 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 Inc., 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 the Shares beneficially owned by Bolero, Mr. Pavia, FHI Inc., Florence
Partners and Mr. Powers. Mr. Powers and Florence Partners do not affirm the
existence of such a group and disclaim beneficial ownership of share of common
stock beneficially owned by Bolero, Mr. Pavia and FHI Inc. Bolero, Mr. Pavia and
FHI Inc.,
<PAGE>
also do not affirm the existence of such a group and disclaim beneficial
ownership of Shares beneficially owned by Florence Partners and Mr. Powers. (C)
Within the past sixty days, Bolero has purchased 1,400 Shares through open
market purchases in the following transactions, all of which were in the
over-the-counter market:
DATE NUMBER OF SHARES PRICE PER SHARE
- ---- ---------------- ---------------
12/22/99 100 $8.50
12/15/99 100 $8.75
12/9/99 100 $8.125
12/3/99 100 $8.25
11/24/99 100 $8.75
11/22/99 100 $8.63
11/22/99 100 $8.50
11/19/99 100 $8.75
11/18/99 100 $8.33
11/18/99 500 $8.08
**Excluding Commissions
Within the last sixty days, Florence Partners has purchased 4000 Shares through
open market purchases in the following transactions, all of which were
over-the-counter market:
DATE NUMBER OF SHARES PRICE PER SHARE
- ---- ---------------- ---------------
11/26/99 1000 $8.25
12/9/99 1000 $8.125
12/9/99 1000 $8.00
12/9/99 500 $8.00
12/9/99 500 $8.25
**Excluding Commissions
Except as set forth in 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).
Except as set forth herein, none of the reporting Persons has effected any
transaction in the Shares during the last 60 days.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement (incorporated by reference to Amendment No. 6
to the Schedule 13D)
Exhibit 2: Letter Dated January 13, 2000 from the Bolero Investment Group to the
Company.
<PAGE>
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.
Bolero Investment Group, L.P.
By:/s/ KENNETH W. PAVIA SR.
-------------------------
Name: Kenneth W. Pavia Sr.
Its: General Partner
/s/ KENNETH W. PAVIA SR.
------------------------
Kenneth W. Pavia Sr.
FHI Inc.
By: /s/ KENNETH W. PAVIA SR.
------------------------
Name: Kenneth W. Pavia Sr.
Its: President
Florence Partners Inc.
By:/s/ CHARLES POWERS
------------------
Name: Charles Powers
Its: President
/s/ CHARLES POWERS
------------------
Charles Powers
<PAGE>
EXHIBIT INDEX
EX # EXHIBIT DESCRIPTION
- --- -------------------
2 Letter Dated January 13, 2000 from the Bolero Investment
Group to the Company
EXHIBIT 2
January 12, 2000
Ms. Karen Hendricks, CEO
Baldwin Piano & Organ Co.
4680 Parkway Drive, Suite 200
Mason, OH45040-5301
Re: Shareholder Proposal
Dear Ms. Hendricks:
As you are aware, I met with Mr. John Gutfreund and Mr. Herbert Denton in
December in order to discuss my request for additional Board representation and
the overall performance of Baldwin. This meeting was held in New York and at the
conclusion I was told that my request would be taken under advisement and that a
response would be forthcoming. Subsequently, in late December, I called Mr.
Gutfreund to ascertain the status of my request and was informed that a written
reply would be forwarded by the New Year. As of this date I have not received a
response. It appears that Baldwin lacks the requisite sense of urgency in
dealing with the challenges that have plagued the Company or the issues raised
by its shareholders. While due deference is given to the storied careers of the
Board and management, it seems that the lack of urgency can only be attributed
to the lack of personal pecuniary interest of most of their members.
With the Company's stock performance still trailing leading market indices and
the apparent lack of progress in selling the remaining divisions as part of your
announced three step process, it is the Bolero Partnership's position that the
shareholders should be permitted to voice their desires for the future of their
Company. While I understand that most shareholder proposals are precatory in
nature, it is our belief that a clear statement in regard to the foregoing would
refocus the Board on the task at hand, energize the process previously outlined
by you, and erase any doubts as to the future of Baldwin Piano & Organ Co. As
such, pursuant to the notice encompassed in the May 20, 1999, Notice of Annual
Meeting of Shareholders, the Bolero Investment Group respectfully requests that
the following proposal be presented to the Company's shareholders at Baldwin's
2000 Annual Meeting of Shareholders:
RESOLVED, that the shareholders of the Company hereby inform the Board of
Directors that they do not approve of the Company's performance and direction
and, therefore, it is the desire of the shareholders that the Board of Directors
immediately take the necessary steps to achieve the sale of the Company as
promptly as possible on terms which will maximize shareholder value.
<PAGE>
SUPPORTING STATEMENT:
Proponent believes that the sale of the remaining divisions would provide the
shareholders, the true owners of the Company, with a significant premium over
the Company's recent stock price. Proponent believes that the sale of the
Company is the highest and best alternative for achieving a reasonable rate of
return. Given the substandard performance of the Company (third quarter net loss
of $1,622,000; net loss for the first three quarters of 1999 of $4,825,000, net
of extraordinary gains) and with what we believe to be a lack of commitment,
discipline and experience to consistently provide shareholder value, Proponent
believes that further support for the Company's current course would at best
lead to a continuation of mediocre returns and at worst to increased losses.
Instead, Proponent recommends that the Company be sold as promptly as possible
on terms which will maximize shareholder value.
Shareholders are urged to vote "FOR" the proposal.
Please advise if there are any additional requirements necessary to include this
matter in the proxy materials.
Sincerely,
Kenneth W. Pavia, G.P.
