UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
PREFORMED LINE PRODUCTS COMPANY
(Name of Issuer)
Common Shares, $2 par value per share
(Title of Class of Securities)
740444 10 4
(CUSIP Number)
Caroline S. Vaccariello
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 14, 2022
(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), Rule 13d-1(f) or Rule 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).
CUSIP No. 740444 10 4
|
1 |
NAME OF REPORTING PERSON
Randall M. Ruhlman | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
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| 3 |
SEC USE ONLY
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| 4 |
SOURCE OF FUNDS (see instructions)
OO | |||||
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 |
SOLE VOTING POWER
158,766 | ||||
| 8 |
SHARED VOTING POWER
1,091,938 | |||||
| 9 |
SOLE DISPOSITIVE POWER
158,766 | |||||
| 10 |
SHARED DISPOSITIVE POWER
1,091,938 | |||||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,704 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.31% | |||||
| 14 |
TYPE OF REPORTING PERSON (see instructions)
IN | |||||
CUSIP No. 740444 10 4
EXPLANATORY NOTE
Randall M. Ruhlman (the “Reporting Person”) filed a Schedule 13D relating to the Common Shares, $2 par value per share (“Common Shares”), of Preformed Line Products Company (the “Company”), an Ohio corporation, with principal offices at 660 Beta Drive, Mayfield Village, Ohio 44143, in March 2004, which has been further amended by Schedule 13D/A filings in February 2005, September 2006, December 2008, March 2013, October 2016 and December 2016. All previous Schedule 13D filings by the Reporting Person are collectively referred to herein as the “Schedule 13D.”
This Amendment No. 7 to the Schedule 13D (this “Amendment”) amends the Items included below in the Schedule 13D. The Amendment is being filed by the Reporting Person to report a sale of Common Shares by the Barbara P Ruhlman Revocable Trust dated 9/21/16 (the “2016 Trust”) to the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (the “2008 IDGT Trust”). The Reporting Person acts as a co-Business Advisor of the 2016 Trust and the 2008 IDGT Trust (except with respect to the sale of Common Shares between the 2008 IDGT Trust and the 2016 Trust reported herein) and is a beneficiary of the 2008 IDGT Trust. The beneficiary of the 2016 Trust is the Third Restatement of the Barbara P. Ruhlman Trust Agreement dated November 20, 2008, of which the Reporting Person is also a beneficiary.
| Item 3. | Source and Amount of Funds of Other Consideration. |
Item 3 of the Schedule 13D is amended to add the following:
The 2008 IDGT Trust purchased 810,400 Common Shares from the 2016 Trust for $35,985,163.68 with cash on hand.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is amended to add the following:
In connection with Barbara P. Ruhlman’s death and pursuant to the terms of the 2016 Trust, the 2016 Trust sold 810,400 Common Shares to the 2008 IDGT Trust at a price per share of $44.40 pursuant to a Share Purchase Agreement, dated September 14, 2022 (the “Share Purchase Agreement”), between the 2016 Trust and the 2008 IDGT Trust.
The Share Puchase Agreement implements the provisions of the 2016 Trust, which directed the trustee to offer to sell the assets of the 2016 Trust to the trustee of the 2008 IDGT Trust, and the election by the 2008 IDGT Trust to purchase all of the 810,400 Common Shares held by the 2016 Trust. The 2016 Trust further directed that the purchase price to be paid for such shares would be the value as finally determined for federal estate tax purposes, which may either be as of January 2, 2022, the date of Ms. Ruhlman’s death, or as of July 2, 2022, the alternate valuation date for federal estate tax purposes (the “Alternate Valuation Date”). Ms. Ruhlman’s estate engaged an independent third party valuation firm with substantial experience with transactions similar to the transaction contemplated in the Share Purchase Agreement to determine the fair market value of the Common Shares as of the applicable dates. The executor of Ms. Ruhlman’s estate determined that the estate qualifies to use the Alternate Valuation Date for federal estate tax reporting purposes and will elect to use the Alternate Valuation Date value on the federal estate tax return. Accordingly, the purchase price per share of $44.40 was calculated as of the Alternate Valuation Date based on the average of the means between the highest and lowest sales of the Common Shares on July 1, 2022 and July 5, 2022, plus the declared dividend, and after applying a blockage discount because of the large size of Common Shares being sold. If the value of the Common Shares as finally determined for federal estate tax purposes is higher or lower than the purchase price, the purchase price shall be adjusted accordingly, and the 2016 Trust will refund to the 2008 IDGT Trust, or the 2008 IDGT Trust will pay an additional amount to the 2016 Trust, so that the amount finally paid for the shares will be the value of such shares as finally determined for federal estate tax purposes.
CUSIP No. 740444 10 4
Except as otherwise described in this Schedule 13D, the Reporting Person does not have any plans or proposals which relate to or would result in any of the events or matters described in clauses (a) through (j) of Item 4 to Schedule 13D. The Reporting Person reserves the right to formulate plans and/or make proposals, and take such actions with respect to their investment in the Company, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
| (a) | The Reporting Person beneficially owns 1,250,704, or 25.31%. |
| (b) | The Reporting Person has sole voting and dispositive power with respect to 158,766 Common Shares. |
The Reporting Person has shared voting and dispositive power with respect to 1,091,938 Common Shares, which includes (i) 46,656 Common Shares held in a trust for the benefit of the Reporting Person and his children and of which the Reporting Person and Robert G. Ruhlman serve as co-trustees, (ii) 34,656 Common Shares held in a trust for the benefit of Robert G. Ruhlman and his children and of which the Reporting Person and Robert G. Ruhlman serve as co-trustees, (iii) 200,226 Common Shares held in the Ethel B. Peterson Trust of which KeyCorp is the trustee and for which the Reporting Person and Robert G. Ruhlman act as co-Business Advisors, and (iv) 810,400 Common Shares held in the 2008 IDGT Trust of which Katherine Wensink is the trustee and for which the Reporting Person and Robert G. Ruhlman act as co-Business Advisors (except with respect to the sale of Common Shares between the 2008 IDGT Trust and the 2016 Trust reported herein).
Katherine E. Wensink serves as trustee and the Reporting Person and Randall M. Ruhlman serve as co-Business Advisors of the 2016 Trust and had shared voting and dispositive power with respect to 810,400 Common Shares sold by the 2016 Trust (except with respect to the sale of Common Shares between the 2008 IDGT Trust and the 2016 Trust reported herein).
Robert G. Ruhlman serves as Chairman, President and Chief Executive Officer of the Company. His business address is Preformed Line Products Company, 660 Beta Drive, Mayfield Village, Ohio 44143. During the last five years, Robert G. Ruhlman has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Robert G. Ruhlman has not 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. Robert G. Ruhlman is a citizen of the United States.
| (c) | On September 14, 2022, the 2008 IDGT Trust purchased 810,400 Common Shares from the 2016 Trust with cash on hand at a price per share of $44.40 pursuant to the Share Purchase Agreement as described under Item 4 above. |
| (d) | The Reporting Person, based on his percentage ownership of the Common Shares to which this statement relates, has 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 Reporting Person holds interests that exceed 5% of the Common Shares. |
| (e) | Not applicable. |
CUSIP No. 740444 10 4
The percentages of Common Shares held set forth herein are based on 4,940,578 Common Shares outstanding as of July 22, 2022. The 2008 Trust, the 2008 IDGT Trust, the 2016 Trust and Katherine Wensink have collectively filed their own Schedule 13D and Robert G. Ruhlman has filed his own Schedule 13D with the Securities and Exchange Commission with respect to their beneficial ownership of the Common Shares held by such trusts reported herein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is amended to add the following:
The Company and the Reporting Person have effected the following purchases by the Company of Common Shares held directly or indirectly by the Reporting Person: (i) on August 16, 2017, the Company purchased at a price per share of $50.16, 24,920 Common Shares from the 2016 Trust, (ii) on December 13, 2017, the Company purchased at a price per share of $78.68, 7,500 Common Shares from the Reporting Person, and (iii) on December 13, 2017, the Company purchased at a price per share of $78.68, 15,000 Common Shares from the 2016 Trust.
On September 14, 2022, the 2008 IDGT Trust purchased 810,400 Common Shares from the 2016 Trust with cash on hand at a price per share of $44.40 pursuant to the Share Purchase Agreement as described above.
Except as described under Items 3, 4 and 5 and as set out in Item 6, to the best knowledge of the Reporting Person, 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, finder’s 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.
| Item 7. | Material to be Filed as Exhibits. |
CUSIP No. 740444 10 4
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Dated: September 16, 2022
| By: |
/s/ Caroline S. Vaccariello, by power of attorney | |
| Randall M. Ruhlman |
Exhibit 1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into on September 14, 2022, by and between Katherine E. Wensink, trustee under the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (“Purchaser”) and Katherine E. Wensink, trustee under the 2016 Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated September 21, 2016 (“Seller”).
RECITALS
A. On July 29, 2008, Barbara P. Ruhlman entered into the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr. For purposes of this Agreement, this trust shall be referred to the as the “2008 Irrevocable Trust.”
B. Katherine E. Wensink has been appointed by McDonald Hopkins LLC, with advice from the living beneficiaries of the 2008 Irrevocable Trust, to succeed Bernard L. Karr as the trustee of the 2008 Irrevocable Trust.
C. On September 21, 2016, Barbara P. Ruhlman entered into the 2016 Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr. For purposes of this Agreement, this Trust shall be referred to as the “2016 Trust.”
D. The 2016 Trust was revocable at the time it was established by Barbara P. Ruhlman. In 2016, Barbara P. Ruhlman transferred 810,400 shares of Preformed Line Products Company common stock to the 2016 Trust (the “2016 Trust Shares”).
E. Katherine E. Wensink has been appointed by McDonald Hopkins LLC to succeed Bernard L. Karr as the trustee of the 2016 Trust.
F. Section 5.2 of the 2016 Trust directs the trustee to offer to sell the assets of the 2016 Trust to the trustee of the 2008 Irrevocable Trust. Under that provision, the trustee of the 2008 Irrevocable Trust can elect to purchase any or all of the assets of the 2016 Trust. The Seller and Purchaser have agreed that Purchaser will purchase all the 2016 Trust Shares, and are entering into this Agreement for that purpose.
H. Section 5.2 of the 2016 Trust also states that the purchase price to be paid for the 2016 Trust Shares is the value of such assets as finally determined for federal estate tax purposes, and that purchase price is to be paid in cash or in such other form as the parties agree.
I. The Seller has engaged an independent third party valuation firm with substantial experience with transactions similar to the transaction contemplated in the Agreement to determine the fair market value of the shares of Preformed Line Products Company stock held in the estate of Barbara P. Ruhlman, including the 2016 Trust Shares, as of January 2, 2022, the date of her death, and as of July 2, 2022, the alternate valuation date for federal estate tax purposes (“Alternate Valuation Date”).
J. The Seller and the Purchaser have agreed to extend the time for the Purchaser to purchase the 2016 Trust Shares to a date not later than September 30, 2022, to allow for consideration of the Alternate Valuation Date value.
K. The common shares of Preformed Line Products Company, an Ohio corporation (“PLPC”), $2.00 par value, are traded on the NASDAQ stock market under the symbol “PLPC,” and PLPC is a reporting company under the Securities Exchange Act of 1934, as amended. As a result, the financial and other material information about PLPC is publicly available.
L. The average of the means between the highest and lowest sales of PLPC shares on the last trading date before and the first trading date after Barbara P. Ruhlman’s date of death, plus the declared dividend, was $63.2968 per share prior to any blockage discount.
M. The average of the means between the highest and lowest sales of PLPC shares on the last trading date before and the first trading date after the Alternate Valuation Date, plus the declared dividend, was $61.6725 per share prior to any blockage discount (the “AVD Mean Price”). The executor of Barbara P. Ruhlman’s estate has determined that the estate qualifies to use the Alternate Valuation Date for federal estate tax reporting purposes and will elect to use the Alternate Valuation Date value on the federal estate tax return.
N. The valuation firm has taken into account a number of factors in determining the price at which a block of PLPC shares would trade, including, without limitation, the number of shares that constitute the 2016 Trust Shares and the low trading volume of PLPC shares, and that firm has determined that a blockage discount applies to the determination of the fair market value of the 2016 Trust Shares, yielding a value as of the Alternate Valuation Date of $44.4042 per share after application of the blockage discount to the AVD Mean Price.
NOW, THEREFORE, in consideration of these premises and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.
AGREEMENT
1. Purchase and Sale of Shares. Upon the execution and delivery of this Agreement, Seller shall sell and Purchaser shall purchase the 2016 Trust Shares for $44.4042 per share, for a total purchase price of $35,985,163.68 (“Purchase Price”). Seller shall instruct KeyBank NA, custodian of the 2016 Trust Shares, to transfer the 2016 Trust Shares on such date from the KeyBank NA account in the name of Seller to the KeyBank NA account in the name of Purchaser. Purchaser shall pay the Purchase Price on such date by an electronic transfer of funds to Seller’s account at KeyBank NA.
2. Purchase Price Adjustment. If the value of the 2016 Trust Shares as finally determined for federal estate tax purposes is higher or lower than the Purchase Price, the Purchase Price shall be adjusted accordingly, and the Seller shall refund to the Purchaser, or the Purchaser shall pay an additional amount to the Seller, so that the amount finally paid for the
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2016 Trust Shares shall be the value of the 2016 Trust Shares as finally determined for federal estate tax purposes.
3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:
(a) Purchaser has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and binding obligation of Purchaser enforceable against it in accordance with its terms.
(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency currently applicable to or binding upon Purchaser, or (ii) breach or constitute a default under any agreement to which Purchaser is a party or by which it is bound.
4. Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser as follows:
(a) Seller has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms.
(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency applicable to or binding upon Seller, or (ii) breach or constitute a default under any agreement to which Seller is a party or by which Seller is bound.
(c) Seller is the owner of the 2016 Trust Shares being sold, assigned, bargained and conveyed pursuant hereto. Upon the sale to Purchaser, Purchaser will acquire the 2016 Trust Shares being transferred, free from any security interest, pledge, option, equity, claim or other right or interest of any kind.
(d) Seller, to the extent necessary, shall, without additional consideration, take such additional or further actions and execute such other or further documents as may be reasonably requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated hereby.
5. Miscellaneous.
(a) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.
(b) Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is in writing and signed on behalf of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
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(c) Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Recitals are incorporated by reference and made a part of this Agreement.
(d) Binding Agreement. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of and be enforceable by Purchaser and Seller and their respective successors and assigns.
(e) Counterparts. This Agreement may be executed in counterparts, each of which, when executed, will be an original and all of which taken together will constitute one and the same agreement.
(f) Entire Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes or incorporates all prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties on the date first written above.
| SELLER |
| /s/ Katherine E. Wensink |
| Katherine E. Wensink, Trustee of the 2016 Trust |
| PURCHASER |
| /s/ Katherine E. Wensink |
| Katherine E. Wensink, Trustee of the 2008 Irrevocable Trust |
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Exhibit 2
AMENDMENT TO
SHARE PURCHASE AGREEMENT
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (“Amendment”) is made and entered into on September 15, 2022, by and between Katherine E. Wensink, trustee under the Irrevocable Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (“Purchaser”) and Katherine E. Wensink, trustee under the 2016 Trust Agreement between Barbara P. Ruhlman and Bernard L. Karr, dated September 21, 2016 (“Seller”). The original share purchase agreement (“Agreement”) was entered into on September 14, 2022.
Article 1
Paragraph I of the Recitals of the Agreement is amended by deleting the word “Seller” and replacing it with “executor of the Estate of Barbara P. Ruhlman.”
Article 2
The Agreement is confirmed as modified by this document.
IN WITNESS WHEREOF, this Amendment to the Agreement has been executed on behalf of the parties on the date first written above.
| SELLER |
| /s/ Katherine E. Wensink |
| Katherine E. Wensink, Trustee of the 2016 Trust |
| PURCHASER |
| /s/ Katherine E. Wensink |
| Katherine E. Wensink, Trustee of the 2008 Irrevocable Trust |