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PREFORMED LINE PRODUCTS CO — Major Shareholding Notification 2006
Sep 19, 2006
32257_mrq_2006-09-19_7cb5b023-dcf3-44eb-bedf-58861b4b7d58.zip
Major Shareholding Notification
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SC 13D/A 1 l22346asc13dza.htm PREFORMED LINE PRODUCTS/BARBARA P. RUHLMAN SC 13D/A Preformed Line Products/Ruhlman SC 13D/A PAGEBREAK
CUSIP No. 740444 10 4 Page 1 of 28
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2 )*
PREFORMED LINE PRODUCTS COMPANY
(Name of Issuer)
Common Shares, $2 par value per share
(Title of Class of Securities)
740444 10 4
(CUSIP Number)
Eric R. Graef Preformed Line Products Company 660 Beta Drive Mayfield Village, OH 44143 (440) 461-5200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 19, 2006,
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
- The remainder of this cover page shall be filled out for a reporting persons 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).
PAGEBREAK
CUSIP No. 740444 10 4 Page 2 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Barbara P. Ruhlman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 1,672,496 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 1,672,496 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,672,496 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 31.2% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 3 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Robert G. Ruhlman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 306,304 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 108,080 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 306,304 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 108,080 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 414,384 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.7% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 4 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Abigail Ruhlman, individually and as Custodian for Jon Ryan Ruhlman and Maegan Ruhlman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 14,768 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 14,768 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,768 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.3% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 5 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Randall M. Ruhlman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 166,266 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 93,312 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 166,266 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 93,312 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 259,578 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.8% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 6 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| The Thomas F. Peterson Foundation (34-6524958) | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 83,335 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 83,335 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 83,335 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 1.6% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| OO/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 7 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Ethel B. Peterson Trust | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 200,226 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 200,226 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 200,226 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.7% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| OO/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 8 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Robert G. Ruhlman and Randall M. Ruhlman, Trustees fbo Randall M. Ruhlman ua Jon R. and Barbara P. Ruhlman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 46,656 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 46,656 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 46,656 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.9% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 9 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Robert G. Ruhlman and Randall M. Ruhlman, Trustees fbo Robert G. Ruhlman ua Jon R. and Barbara P. Ruhlman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 46,656 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 46,656 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 46,656 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.9% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 10 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Richard M. Ruhlman, Trustee ua Richard M. Ruhlman Declaration of Trust | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 4,000 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 4,000 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,000 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.1% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 11 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Michael C. Ruhlman | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 2,200 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 2,200 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,200 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.0% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 12 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| John D. Drinko, individually and as Trustee of the John D. Drinko Trust | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 553,178 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 2,000 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 553,178 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 2,000 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 555,178 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 10.4% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 13 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Elizabeth G. Drinko | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS | |
| IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ||
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 0 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 2,000 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 0 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 2,000 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,000 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.0% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 14 of 28
| 1) | NAME OF REPORTING PERSONS | |
|---|---|---|
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Frank B. Carr | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) þ | ||
| (b) o | ||
| 3) | SEC USE ONLY | |
| 4) | SOURCE OF FUNDS (See Instructions) | |
| PF | ||
| 5) | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | |
| o | ||
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| 7) | SOLE VOTING POWER | |
| NUMBER OF | 6,000 | |
| SHARES | 8) | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 9) | SOLE DISPOSITIVE POWER |
| REPORTING | ||
| PERSON | 6,000 | |
| WITH | 10) | SHARED DISPOSITIVE POWER |
| 0 | ||
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 6,000 | ||
| 12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | |
| o | ||
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.1% | ||
| 14) | TYPE OF REPORTING PERSON (See Instructions) | |
| IN/ HC |
PAGEBREAK
CUSIP No. 740444 10 4 Page 15 of 28
THIS AMENDMENT NO. 2 TO SCHEDULE 13D is filed jointly by the individual persons listed in Item 2 below. In this Schedule 13D, the individual persons listed in Item 2 below are sometimes individually referred to as a Reporting Person and collectively as the Reporting Persons. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Act), with respect to the transaction described in Item 4 of this Schedule 13D and thus are eligible to make a joint filing under Rule 13d-1(k) promulgated under the Act. Except as expressly set forth in this Schedule 13D, each Reporting Person disclaims beneficial ownership of the Common Shares beneficially owned by the other Reporting Persons or any other person. The agreement between the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached hereto as Exhibit 1. This joint filing shall also serve to amend the Schedule 13G most recently filed with the Securities and Exchange Commission (the SEC) by each of the following Reporting Persons: Barbara P. Ruhlman, Robert G. Ruhlman and John D. Drinko.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Shares, $2 par value per share, of Preformed Line Products Company, an Ohio corporation, with principal offices at 660 Beta Drive, Mayfield Village, OH 44143.
Item 2. Identity and Background.
(a) - (c) This Schedule 13D is being filed by the individual shareholders set forth below. Except where otherwise noted, the principal place of business of these shareholders is the principal address of the Company, 660 Beta Drive, Mayfield Village, OH 44143.
| Shareholder/ Address | Occupation/ Employment |
|---|---|
| Barbara P. Ruhlman | Director |
| Preformed Line Products Company | President, Thomas F. Peterson Foundation |
| 660 Beta Drive | |
| Mayfield Village, OH 44143 | |
| Robert G. Ruhlman | Director |
| Preformed Line Products Company | Chief Executive Officer of the Company |
| 660 Beta Drive | |
| Mayfield Village, OH 44143 | |
| Abigail A. Ruhlman, individually and | Businesswoman |
| as Custodian for Jon Ryan Ruhlman | |
| and Maegan Ruhlman | |
| 13211 Lake Shore Boulevard | |
| Bratenahl, OH 44108 |
Folio /Folio
PAGEBREAK
CUSIP No. 740444 10 4 Page 16 of 28
| Randall M. Ruhlman | Director |
|---|---|
| Preformed Line Products Company | President of Ruhlman Motorsports |
| 660 Beta Drive | |
| Mayfield Village, OH 44143 | |
| The Thomas F. Peterson Foundation | Not applicable Foundation |
| Attn: Barbara P. Ruhlman, President | |
| 660 Beta Drive | |
| Mayfield Village, OH 44143 | |
| Ethel B. Peterson Trust | Not applicable Trust |
| (On | |
| behalf of the separate trust held for Barbara P. Ruhlman only) |
Attn: John D. Drinko, Trust Advisor 3200 National City Center 1900 East 9 th Street Cleveland, OH 44114
Robert G. Ruhlman and Randall M. Ruhlman, Trustees fbo Randall M. Ruhlman ua Jon R. and Barbara P. Ruhlman Not applicable Trust
Attn: Robert G. Ruhlman, Co-Trustee Randall M. Ruhlman, Co-Trustee Preformed Line Products Company 660 Beta Drive Mayfield Village, OH 44143
Robert G. Ruhlman and Randall M. Ruhlman, Trustees fbo Robert G. Ruhlman ua Jon R. and Barbara P. Ruhlman Not applicable Trust
Attn: Robert G. Ruhlman, Co-Trustee Randall M. Ruhlman, Co-Trustee Preformed Line Products Company 660 Beta Drive Mayfield Village, OH 44143
| Richard M. Ruhlman, Trustee ua | Not applicable Trust |
|---|---|
| Richard M Ruhlman Declaration of Trust | |
| 3384 Norwood Road | |
| Shaker Heights, OH 44122 | |
| Michael C. Ruhlman | Author |
| 2581 Berkshire Road | |
| Cleveland, OH 44106 |
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CUSIP No. 740444 10 4 Page 17 of 28
| John D. Drinko, Individually and as | Director |
|---|---|
| Trustee of the John D. Drinko Trust | Senior Partner, Baker & Hostetler LLP |
| Baker & Hostetler LLP | |
| 3200 National City Center | |
| 1900 East 9 th Street | |
| Cleveland, OH 44114 | |
| Elizabeth G. Drinko | Homemaker |
| c/o John D. Drinko | |
| 3200 National City Center | |
| 1900 East 9 th Street | |
| Cleveland, OH 44114 | |
| Frank B. Carr | Director |
| 2005 Chestnut Hills Drive | Private Investor |
| Cleveland Heights, OH 44106 |
(d) - (e) During the last five years, the foregoing Reporting Persons have not: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Persons are all United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The source of consideration for these Reporting Persons prior acquisitions of Common Shares is personal funds.
Item 4. Purpose of the Transaction.
This Amendment No. 2 to Schedule 13D is being filed by the Reporting Persons to report that the Reporting Persons together no longer constitute a group, within the meaning of Section 13(d)(3) of the Act or NASDAQ Rule 4350. On September 8, 2006, the Reporting Persons terminated the Controlled Company Agreement, dated as of March 15, 2004 (the CC Agreement), attached as Exhibit 2 to the Schedule 13D filed by the Reporting Persons with the SEC on March 24, 2004. Pursuant to the CC Agreement the Reporting Persons previously constituted a group which controlled more than 50% of the voting power of the Company.
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CUSIP No. 740444 10 4 Page 18 of 28
Item 5. Interest in Securities of the Issuer.
(a) - (b) The Reporting Persons will have the voting and dispositive power of the Common Shares set forth opposite his or her respective name below:
| Reporting Person | Sole Voting and — Dispositive Power | Shared Voting and — Dispositive Power | Aggregate Beneficial — Ownership | |
|---|---|---|---|---|
| Barbara P. Ruhlman | 1,672,496 | 0 | 1,692,496 | * |
| Robert G. Ruhlman | 306,304 | 108,080 | 414,384 | ** |
| Abigail A. Ruhlman, individually and | ||||
| as Custodian for Jon Ryan Ruhlman | ||||
| and Maegan Ruhlman | 0 | 14,768 | 14,768 | |
| Randall M. Ruhlman | 166,266 | 93,312 | 259,578 | |
| The Thomas F. Peterson Foundation | 83,335 | 0 | 83,335 | |
| Ethel B. Peterson Trust (On behalf of the separate trust held | ||||
| for Barbara P. Ruhlman only) | 200,226 | 0 | 200,226 | |
| Robert G. Ruhlman and Randall M. Ruhlman, | ||||
| Trustees fbo Randall M. Ruhlman ua Jon R. | ||||
| and Barbara P. Ruhlman | 0 | 46,656 | 46,656 | |
| Robert G. Ruhlman and Randall M. Ruhlman, | ||||
| Trustees fbo Robert G. Ruhlman ua Jon R. | ||||
| and Barbara P. Ruhlman | 0 | 46,656 | 46,656 | |
| Richard M. Ruhlman, Trustee ua Richard M Ruhlman Declaration of Trust | 4,000 | 0 | 4,000 | |
| Michael C. Ruhlman | 2,200 | 0 | 2,200 | |
| John D. Drinko, Individually and as | ||||
| Trustee of the John D. Drinko Trust | 553,178 | 2,000 | 555,178 | |
| Elizabeth G. Drinko | 0 | 2,000 | 2,000 | |
| Frank B. Carr | 6,000 | 0 | 6,000 |
| * | Includes 83,335 shares held by the Thomas F. Peterson Foundation, of which Barbara P. Ruhlman is
President and a Trustee. |
| --- | --- |
| ** | Includes 125,904 shares held by the Preformed Line Products Company Profit Sharing Trust,
93,312 shares held in trust for the benefit of Robert G. Ruhlman and his children (these 93,312
shares are also shown as being beneficially owned by Randall M. Ruhlman) and 14,768 shares owned by
his wife or held by her as custodian or trustee (these 14,768 shares are also shown as being
beneficially owned by Abigail Ruhlman). |
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CUSIP No. 740444 10 4 Page 19 of 28
(c) On September 8, 2006 the Company purchased from Barbara P. Ruhlman 365,311 Common Shares in a privately negotiated transaction. The negotiated purchase price per share paid by the Company was $31.48 a 15% discount from the average closing price of the Common Shares over the 30 calendar days prior to September 8, 2006. Mrs. Ruhlman is a member of the Companys Board of Directors and the mother of Robert G. Ruhlman and Randall M. Ruhlman, both of whom are also members of the Board of Directors. Robert G. Ruhlman is Chairman, President and Chief Executive Officer of the Company. The purchase was approved by the Audit Committee of the Board of Directors and the Board of Directors. Except for the September 8, 2006 sale by Mrs. Ruhlman there have been no other transactions in the Common Shares by these Reporting Persons during the past 60 days.
(d) These Reporting Persons, based on their respective percentage ownership of the Common Shares to which this statement relates, shall have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, any sale of such Common Shares. The following individuals hold interests that exceed 5% of the Common Shares: Barbara P. Ruhlman, Robert G. Ruhlman and John D. Drinko.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as described under Item 4, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between these shareholders and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.
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CUSIP No. 740444 10 4 Page 20 of 28
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| Exhibit 1 | Joint Filing Statement |
| Exhibit 2 | Agreement to Terminate Controlled |
| Company Agreement |
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CUSIP No. 740444 10 4 Page 21 of 28
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: September 19, 2006
| /s/ Caroline A. Saylor by Power of Attorney | * |
|---|---|
| Barbara P. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Robert G. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Abigail A. Ruhlman, individually and | |
| as Custodian for Jon Ryan Ruhlman | |
| and Maegan Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Randall M. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| The Thomas F. Peterson Foundation | |
| By: Barbara P. Ruhlman, President | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Ethel B. Peterson Trust | |
| By: John D. Drinko, Trust Advisor | |
| (On behalf of the separate trust held | |
| for Barbara P. Ruhlman only) |
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CUSIP No. 740444 10 4 Page 22 of 28
| /s/
Caroline A. Saylor by Power of Attorney | * |
| --- | --- |
| Robert G. Ruhlman and Randall M. Ruhlman, | |
| Trustees
fbo Randall M. Ruhlman ua Jon R. and Barbara P. Ruhlman | |
| By: Robert G. Ruhlman, Co-Trustee | |
| By: Randall M. Ruhlman, Co-Trustee | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Robert G. Ruhlman and Randall M. Ruhlman, | |
| Trustees fbo Robert G. Ruhlman ua Jon R. | |
| and Barbara P. Ruhlman | |
| By: Robert G. Ruhlman, Co-Trustee | |
| By: Randall M. Ruhlman, Co-Trustee | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Richard M. Ruhlman, Trustee ua | |
| Richard M Ruhlman Declaration of Trust | |
| By: Richard M. Ruhlman, Trustee | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Michael C. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| John D. Drinko, individually and as | |
| Trustee of the John D. Drinko Trust | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Elizabeth G. Drinko | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Frank B. Carr | |
- Reference is made to Powers of Attorney granted by these Reporting Persons to Caroline A. Saylor in Section 4 of the Agreement to Terminate the Controlled Company Agreement filed herewith.
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CUSIP No. 740444 10 4 Page 23 of 28
EXHIBIT 1
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached Amendment No. 2 to Schedule 13D is filed on behalf of each of us.
Dated: September 19, 2006
| /s/ Caroline A. Saylor by Power of Attorney | * |
|---|---|
| Barbara P. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Robert G. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Abigail A. Ruhlman, individually and | |
| as Custodian for Jon Ryan Ruhlman | |
| and Maegan Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Randall M. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| The Thomas F. Peterson Foundation | |
| By: Barbara P. Ruhlman, President | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Ethel B. Peterson Trust | |
| By: John D. Drinko, Trust Advisor | |
| (On behalf of the separate trust held | |
| for Barbara P. Ruhlman only) |
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CUSIP No. 740444 10 4 Page 24 of 28
| /s/ Caroline A. Saylor by Power of Attorney | * |
|---|---|
| Robert G. Ruhlman and Randall M. Ruhlman, | |
| Trustees fbo Randall M. Ruhlman ua Jon R. | |
| and Barbara P. Ruhlman | |
| By: Robert G. Ruhlman, Co-Trustee | |
| By: Randall M. Ruhlman, Co-Trustee | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Robert G. Ruhlman and Randall M. Ruhlman, | |
| Trustees fbo Robert G. Ruhlman ua Jon R. | |
| and Barbara P. Ruhlman | |
| By: Robert G. Ruhlman, Co-Trustee | |
| By: Randall M. Ruhlman, Co-Trustee | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Richard M. Ruhlman, Trustee ua | |
| Richard M Ruhlman Declaration of Trust | |
| By: Richard M. Ruhlman, Trustee | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Michael C. Ruhlman | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| John D. Drinko, individually and as | |
| Trustee of the John D. Drinko Trust | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Elizabeth G. Drinko | |
| /s/ Caroline A. Saylor by Power of Attorney | * |
| Frank B. Carr |
- Reference is made to Powers of Attorney granted by these Reporting Persons to R. Caroline A. Saylor in Section 4 of the Agreement to Terminate the Controlled Company Agreement filed herewith.
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CUSIP No. 740444 10 4 Page 25 of 28
EXHIBIT 2
AGREEMENT TO TERMINATE CONTROLLED COMPANY AGREEMENT
THIS AGREEMENT TO TERMINATE CONTROLLED COMPANY AGREEMENT (this Agreement) is made and entered into as of the 8 th day of September 2006, by and among the persons identified on, and signing, the signature pages hereto (hereinafter referred to collectively as Shareholders and individually as a Shareholder) for the purpose of terminating the Controlled Company Agreement by and among the Shareholders dated March 15, 2004 (the Control Agreement).
W I T N E S S E T H:
WHEREAS, Preformed Line Products Company, an Ohio corporation (the Company), as of July 28, 2006 had 5,725,570 Common Shares, $2 par value (the Shares) issued and outstanding;
WHEREAS, the Shares are traded on the NASDAQ National Market;
WHEREAS, the Shareholders have record and beneficial ownership of, or have the right to vote, common shares of the Company;
WHEREAS, on March 15, 2004 the Shareholders owned (or controlled the vote of) more than 50% of the voting power of the Company;
WHEREAS, on March 15, 2004 the Shareholders entered into the Control Agreement, thereby qualifying the Company as a Controlled Company under NASDAQs rules and regulations (the NASDAQ Rules);
WHEREAS, under the NASDAQ Rules a Controlled Company is exempt from certain corporate governance requirements of the NASDAQ Rules; and
WHEREAS, the Shareholders now desire to terminate the Control Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the sufficiency of which is hereby acknowledged, the Shareholders agree as follows:
- Termination of Control Agreement . At the close of business on the date hereof, the Control Agreement shall terminate and shall be null and void and no party to the Control Agreement shall have any future obligations thereunder.
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CUSIP No. 740444 10 4 Page 26 of 28
-
Williams Act Reports . The Shareholders shall execute and file with the Securities and Exchange Commission an amendment to Schedule 13D, if upon the advice of counsel such amendment is required, relating to termination of the control group established by Control Agreement. The Shareholders understand that this Agreement may be required to be filed as an exhibit to such filing. Robert G. Ruhlman or his designee (Ruhlman) shall coordinate any preparation and filing of the amendment to Schedule 13D.
-
Applicable Law . This Agreement and the construction and interpretation of the provisions hereof shall be governed by the laws of the State of Ohio, without regard to the State of Ohios principles of conflicts of law.
-
Limited Power of Attorney . Each Shareholder, by executing this Agreement, hereby irrevocably constitutes and appoints each of Robert G. Ruhlman, Caroline A. Saylor and R. Steven Kestner, signing singly, with full power of substitution, as the Shareholders true and lawful attorney-in-fact, on behalf of the Shareholder and in the Shareholders name, place and stead to:
-
make, execute, swear to, acknowledge, deliver and file in the Shareholders capacity as an owner or person controlling the vote of the common shares of the Company an amendment to Schedule 13D reflecting the termination of the Control Agreement; and
-
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such amendment to Schedule 13D, complete and execute any amendment thereto, and timely file such amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority.
Each Shareholder hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Shareholder might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each Shareholder acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of Shareholders, are not assuming, nor is the Company assuming, any of the Shareholders responsibilities to comply with any provision of the Securities Exchange Act of 1934.
- Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
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CUSIP No. 740444 10 4 Page 27 of 28
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Shareholders signing below as of the date first above written.
| Shareholder |
|---|
| Immediate Family: |
| /s/ Barbara P. Ruhlman |
| Barbara P. Ruhlman |
| /s/ Robert G. Ruhlman |
| Robert G. Ruhlman |
| /s/ Abigail A. Ruhlman |
| Abigail A. Ruhlman, individually and |
| as Custodian for Jon Ryan Ruhlman |
| and Maegan Ruhlman |
| /s/ Randall M. Ruhlman |
| Randall M. Ruhlman |
| Others: |
| The Thomas F. Peterson Foundation |
| By: | /s/ Barbara P Ruhlman |
|---|---|
| Barbara P. Ruhlman, President | |
| Ethel B. Peterson Trust | |
| By: | /s/ John D. Drinko |
| John D. Drinko, Trust Advisor | |
| (On behalf of the separate trust held | |
| for Barbara P. Ruhlman only) | |
| Robert G. Ruhlman and Randall M. Ruhlman, | |
| Trustees fbo Randall M. Ruhlman UA Jon R. | |
| and Barbara P. Ruhlman | |
| By: | /s/ Robert G. Ruhlman |
| Robert G. Ruhlman, Co-Trustee | |
| By: | /s/ Randall M. Ruhlman |
| Randall M. Ruhlman, Co-Trustee |
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CUSIP No. 740444 10 4 Page 28 of 28
| Robert G. Ruhlman and Randall M. Ruhlman, | |
|---|---|
| Trustees fbo Robert G. Ruhlman UA Jon R. | |
| and Barbara P. Ruhlman | |
| By: | /s/ Robert G. Ruhlman |
| Robert G. Ruhlman, Co-Trustee | |
| By: | /s/ Randall M. Ruhlman |
| Randall M. Ruhlman, Co-Trustee | |
| Richard M. Ruhlman, Trustee ua | |
| Richard M Ruhlman Declaration of Trust | |
| By: | /s/ Richard M. Ruhlman |
| Richard M. Ruhlman, Trustee | |
| /s/ Michael C. Ruhlman | |
| Michael C. Ruhlman | |
| /s/ John D. Drinko | |
| John D. Drinko, Individually and as | |
| Trustee of the John D. Drinko Trust | |
| /s/ Mrs. John D. Drinko | |
| Mrs. John D. Drinko | |
| /s/ Frank B. Carr | |
| Frank B. Carr |
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