BALDWIN TECHNOLOGY CO INC
SC 13G/A, 1997-02-14
PRINTING TRADES MACHINERY & EQUIPMENT
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 8)*

                        BALDWIN TECHNOLOGY COMPANY, INC.
                        --------------------------------
                                (NAME OF ISSUER)

                              CLASS A COMMON STOCK
                              --------------------
                         (TITLE OF CLASS OF SECURITIES)

                                   058264-10-2
                                   -----------
                                 (CUSIP NUMBER)


Check the following box if a fee is being paid with this statement / / (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).


*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 4
<PAGE>   2
_______________________________________________________________________________
CUSIP NO. 058264-10-2                                                 13G

_______________________________________________________________________________
/1/  NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               WENDELL M. SMITH - S.S. ####-##-####

_______________________________________________________________________________
/2/  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
               / / (a)           / / (b)

_______________________________________________________________________________
/3/  SEC USE ONLY

_______________________________________________________________________________
/4/  CITIZENSHIP OR PLACE OF ORGANIZATION
                  UNITED STATES

_______________________________________________________________________________
                    NUMBER OF     : /5/  SOLE VOTING POWER
                                  :        1,266,527 shares (ITEM 4)
                      SHARES      :____________________________________________
                                  : /6/  SHARED VOTING POWER
                  BENEFICIALLY    :        NONE
                                  :____________________________________________
                     OWNED BY     : /7/  SOLE DISPOSITIVE POWER
                                  :        1,266,527 shares (ITEM 4)
                       EACH       :____________________________________________
                                  : /8/ SHARED DISPOSITIVE POWER
                REPORTING PERSON  :        NONE
__________________________________:____________________________________________
/9/  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         1,266,527 shares (ITEM 4)
_______________________________________________________________________________
/10/ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
     SHARES*      /*/ 14,400 shares owned by Margaret Smith, wife of Reporting
                       Person, as to which shares Mr. Smith disclaims
                       beneficial ownership.

_______________________________________________________________________________
/11/  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         APPROXIMATELY 7.9%
_______________________________________________________________________________
/12/  TYPE OF REPORTING PERSON*
         INDIVIDUAL
_______________________________________________________________________________
                     * SEE INSTRUCTIONS BEFORE FILLING OUT!

                                   Page 2 of 4
<PAGE>   3
ITEM 1(a)         NAME OF ISSUER:  Baldwin Technology Company, Inc.

ITEM 1(b)         ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  65 Rowayton Avenue, Rowayton, CT  06853

ITEM 2(a)         NAME OF PERSON FILING:  Wendell M. Smith

ITEM 2(b)         ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                  c/o Baldwin Technology Company, Inc.
                  65 Rowayton Avenue
                  Rowayton, CT  06853

ITEM 2(c)         CITIZENSHIP:  U.S.

ITEM 2(d)         TITLE OF CLASS OF SECURITIES:

                  Class A Common Stock

ITEM 2(e)         CUSIP NUMBER:  058264-10-2

ITEM 3.           Not Applicable.  The person filing this Amendment is not an
                  entity listed in this Item.

ITEM 4.           OWNERSHIP:

                  (a)      As of December 31, 1996, Mr. Wendell M. Smith is 
                           deemed to be the beneficial owner of 1,266,527 shares
                           of Class A Common Stock of the Issuer, including
                           11,134 shares of Class A Common Stock owned
                           directly; 552,750 shares of Class A Common Stock
                           owned by Polestar Corporation (f/k/a Polaris
                           Corporation); 35,000 shares owned by the Polestar
                           Corporation retirement plan (all the outstanding
                           capital stock of Polestar Corporation is owned,
                           beneficially and of record, by Mr. Smith); 3,957
                           shares held in Mr. Smith's account under the
                           Issuer's Profit Sharing and Savings Plan and 4
                           shares held in the stock bonus portion of said Plan;
                           24,000 shares which he has a right to receive upon
                           conversion of 24,000 shares of Class B Common Stock
                           of the Issuer; 504,015 shares which he has a right
                           to receive upon conversion of 504,015 shares of
                           Class B Common Stock of the Issuer (beneficially
                           owned by Polestar Corporation); 20,668 shares which
                           he has a right to receive upon conversion of 20,668
                           shares of

                                 Page 3 of 4
<PAGE>   4
                           Class B Common Stock of the Issuer
                           (beneficially owned by Polestar Limited--all the
                           outstanding capital stock of Polestar Limited is
                           owned, beneficially and of record, by Mr. Smith);
                           76,666 shares which Mr. Smith has the right to
                           acquire upon the exercise of stock options which are
                           exercisable within 60 days; and 38,333 shares which
                           he has a right to receive upon exercise of stock
                           options and conversion of 38,333 shares of stock
                           options to purchase Class B Common Stock, which are
                           exercisable within 60 days. The foregoing amount does
                           not include 14,400 shares of Class A Common Stock
                           owned by Mr. Smith's spouse, as to which shares Mr.
                           Smith disclaims beneficial ownership.

                  (b)      PERCENT OF CLASS:  7.9%

                  (c)      Mr. Wendell M. Smith has sole power to vote, dispose
                           and direct the disposition of all 1,266,527 shares
                           which he beneficially owns.

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.

                  Not Applicable

ITEM 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY.
                  Not Applicable

ITEM 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  Not Applicable

ITEM 9.           NOTICE OF DISSOLUTION OF GROUP.  Not Applicable

ITEM 10.          CERTIFICATION.  Not Applicable

                                    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.

February 12, 1997                                     /s/ Wendell M. Smith
                                                     --------------------------
                                                         Wendell M. Smith

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