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)
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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)
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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 |
