-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMaVt4yERTsfvCFCBH2qUVGhGIZ8+DeseIUQeQZDsXlSZHBQ34Ou3Rkn3PokCET+ H75LeO1UcIZztskAxC6JYw== 0000942618-05-000033.txt : 20050818 0000942618-05-000033.hdr.sgml : 20050818 20050818141703 ACCESSION NUMBER: 0000942618-05-000033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN TECHNOLOGY CO INC CENTRAL INDEX KEY: 0000805792 STANDARD INDUSTRIAL CLASSIFICATION: PRINTING TRADES MACHINERY & EQUIPMENT [3555] IRS NUMBER: 133258160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39053 FILM NUMBER: 051035610 BUSINESS ADDRESS: STREET 1: 12 COMMERCE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2034021000 MAIL ADDRESS: STREET 1: 12 COMMERCE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D/A 1 bald5.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Baldwin Technology Co., Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 058264102 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) August 16, 2005 (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 [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 remained 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). SCHEDULE 13D CUSIP NO. 058264102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 21,074 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 15,802 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 21,074 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 15,802 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,876 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) 0.28% 14 TYPE OF REPORTING PERSON* BD, IA SCHEDULE 13D CUSIP NO. 058264102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 486,082 of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 486,082 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 486,082 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) 3.79% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 058264102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 41,832 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 41,832 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,832 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) 0.33% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 058264102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 76,378 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 76,378 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,378 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) 0.60% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 058264102 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 41,743 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 41,743 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,743 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) 0.33% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of Baldwin Technology Co., Inc., 12 Commerce Drive, Shelton, CT., 06484. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC, LOF, LMF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC, LOF, LMF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb reserves the right to sell shares of Common Stock or to acquire additional shares in open market transactions or otherwise. Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer's financial positions and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning the capitalization and operations of the Issuer, purchasing additional Common Stock, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock or changing its intention partially or entirely with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of August 16, 2005. Shares of Common Stock Loeb Arbitrage Fund 486,082 Loeb Partners Corporation* 36,876 Loeb Offshore Fund Ltd. 41,832 Loeb Marathon Fund LP 76,378 Loeb Marathon Offshore Fund Ltd. 41,743 --------- 682,911 The total shares of Common Stock constitute 5.32% the 12,833,000 outstanding shares of Common Stock as reported by the issuer. - ------------------------- *Including shares of Common Stock purchased and/or sold for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following sales of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Offshore Fund 06-30-05 10764 $3.11 07-28-05 2278 3.21 07-29-05 733 3.26 Holder Shares Average Price Loeb Marathon Fund LP 07-05-05 2698 $3.17 Sales of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 05-19-05 3 $2.98 05-23-05 293 2.99 05-25-05 587 3.02 05-27-05 93 3.09 05-31-05 281 3.00 06-01-05 350 3.04 06-02-05 473 3.08 06-03-05 41 3.09 06-08-05 80 3.09 06-09-05 350 3.04 06-14-05 292 3.06 06-15-05 99 3.05 06-16-05 116 3.04 06-17-05 117 3.04 06-20-05 292 3.09 06-28-05 327 3.03 07-06-05 287 3.12 07-07-05 366 3.07 07-12-05 40 3.09 07-13-05 303 3.06 07-14-05 890 3.06 07-15-05 588 3.06 07-19-05 107 3.12 07-22-05 291 3.19 08-01-05 270 3.74 08-02-05 231 3.80 08-04-05 28 3.74 08-08-05 435 3.65 08-11-05 6168 4.24 08-15-05 1160 4.38 08-16-05 1159 4.43 08-16-05 57 4.37 Holder Shares Average Price Loeb Arbitrage Fund 05-17-05 5000 $2.79 05-19-05 43 2.99 05-23-05 3557 2.99 05-25-05 7108 3.02 05-27-05 1145 3.09 05-31-05 3403 2.99 06-01-05 4255 3.04 06-02-05 5753 3.08 06-03-05 500 3.09 06-08-05 970 3.09 06-09-05 4255 3.04 06-14-05 3547 3.05 06-15-05 1206 3.04 06-16-05 1420 3.03 06-17-05 1420 3.03 06-20-05 3546 3.08 06-28-05 3969 3.03 07-06-05 2298 3.12 07-07-05 4451 3.06 07-12-05 494 3.08 07-13-05 3677 3.05 07-14-05 10546 3.06 07-15-05 7048 3.06 07-19-05 1388 3.11 07-22-05 3529 3.18 08-01-05 3285 3.73 08-02-05 2818 3.79 08-04-05 341 3.73 08-08-05 5275 3.65 08-11-05 48912 4.24 08-15-05 14073 4.38 08-16-05 14070 4.43 08-16-05 706 4.36 Holder Shares Average Price Loeb Offshore Fund Ltd. 05-19-05 4 $2.98 05-23-05 330 2.99 05-25-05 665 3.02 05-27-05 106 3.09 05-31-05 316 2.99 06-01-05 395 3.04 06-02-05 534 3.08 06-03-05 47 3.09 06-08-05 90 3.09 06-09-05 395 3.04 06-14-05 329 3.05 06-15-05 112 3.04 06-16-05 131 3.03 06-17-05 131 3.03 06-20-05 330 3.08 06-28-05 369 3.03 07-06-05 323 3.12 07-07-05 413 3.06 07-12-05 47 3.08 07-13-05 342 3.05 07-14-05 1006 3.06 07-15-05 664 3.06 07-19-05 120 3.11 07-22-05 327 3.18 08-01-05 305 3.73 08-02-05 261 3.79 08-04-05 31 3.73 08-08-05 490 3.65 08-11-05 6950 4.24 08-15-05 1307 4.38 08-16-05 65 4.36 08-16-05 1306 4.43 Holder Date Shares Average Price Loeb Marathon Fund LP 05-19-05 37 2.99 05-23-05 602 2.99 05-24-05 218 2.98 05-25-05 1203 3.02 05-27-05 188 3.09 05-31-05 45 3.08 06-03-05 761 3.08 06-03-05 82 3.09 06-08-05 266 3.09 06-14-05 611 3.05 06-15-05 208 3.04 06-16-05 245 3.03 06-17-05 244 3.03 06-20-05 610 3.08 06-28-05 935 3.03 07-06-05 394 3.12 07-07-05 53 3.12 07-07-05 709 3.06 07-12-05 79 3.08 07-13-05 581 3.05 07-14-05 1986 3.06 07-19-05 189 3.11 07-25-05 473 3.18 07-29-05 733 3.23 08-01-05 543 3.73 08-02-05 446 3.79 08-08-05 840 3.65 08-11-05 8386 4.24 08-15-05 2237 4.38 08-16-05 112 4.36 08-16-05 2240 4.43 Holder Date Shares Average Price Loeb Marathon Offshore 05-19-05 13 $2.98 Fund Ltd. 05-25-05 437 3.02 05-31-05 23 3.08 06-02-05 357 3.08 06-03-05 30 3.09 06-03-05 222 3.08 06-08-05 94 3.09 06-14-05 221 3.05 06-15-05 75 3.04 06-16-05 88 3.03 06-17-05 88 3.03 06-20-05 222 3.08 07-07-05 361 3.06 07-07-05 145 3.12 07-12-05 40 3.08 07-13-05 297 3.05 07-14-05 872 3.06 07-19-05 96 3.11 07-22-05 288 3.18 07-25-05 92 3.18 08-01-05 297 3.73 08-02-05 244 3.79 08-08-05 460 3.65 08-11-05 4584 4.24 08-15-05 1223 4.38 08-16-05 1225 4.43 08-16-05 60 4.36 - -------------------- *Including shares of Common Stock sold for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on the American Stock Exchange. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. 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. August 18, 2005 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President August 18, 2005 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Gideon J. King President August 18, 2005 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director August 18, 2005 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President August 18, 2005 Loeb Marathon Offshore Fund Ltd. By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----