PREFORMED LINE PRODUCTS COMPANY
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

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)

December 31, 2004
(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 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 Page 2 of 23 Pages
  1. Name of Reporting Person:
Barbara P. Ruhlman		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
2,080,758
8. Shared Voting Power:
0
9. Sole Dispositive Power:
2,080,758
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,080,758
  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):
36.5%
  14.Type of Reporting Person (See Instructions):
IN/HC

 

             
CUSIP No. 740444 10 4 Page 3 of 23 Pages
  1. Name of Reporting Person:
Robert G. Ruhlman		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
339,336
8. Shared Voting Power:
74,768
9. Sole Dispositive Power:
339,336
10.Shared Dispositive Power:
74,768
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
414,104
  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):
7.3%
  14.Type of Reporting Person (See Instructions):
IN/HC

 

             
CUSIP No. 740444 10 4 Page 4 of 23 Pages
  1. Name of Reporting Person:
Abigail Ruhlman, individually and as Custodian for Jon Ryan Ruhlman and Maegan Ruhlman		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
14,768
8. Shared Voting Power:
0
9. Sole Dispositive Power:
14,768
10.Shared Dispositive Power:
0
  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

 

             
CUSIP No. 740444 10 4 Page 5 of 23 Pages
  1. Name of Reporting Person:
Randall M. Ruhlman		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
166,266
8. Shared Voting Power:
60,000
9. Sole Dispositive Power:
166,266
10.Shared Dispositive Power:
60,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
226,266
  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):
4.0%
  14.Type of Reporting Person (See Instructions):
IN/HC

 

             
CUSIP No. 740444 10 4 Page 6 of 23 Pages
  1. Name of Reporting Person:
The Thomas F. Peterson Foundation		 I.R.S. Identification Nos. of above persons (entities only):
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
93,651
8. Shared Voting Power:
0
9. Sole Dispositive Power:
93,651
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
93,651
  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

 

             
CUSIP No. 740444 10 4 Page 7 of 23 Pages
  1. Name of Reporting Person:
Ethel B. Peterson Trust		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
200,226
8. Shared Voting Power:
0
9. Sole Dispositive Power:
200,226
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):
3.5%
  14.Type of Reporting Person (See Instructions):
OO/HC

 

             
CUSIP No. 740444 10 4 Page 8 of 23
  1. Name of Reporting Person:
Robert G. Ruhlman and Randall M. Ruhlman, Trustees fbo Randall M. Ruhlman ua Jon R. and Barbara P. Ruhlman		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
30,000
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
30,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
30,000
  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):
0.5%
  14.Type of Reporting Person (See Instructions):
IN/HC

 

             
CUSIP No. 740444 10 4 Page 9 of 23 Pages
  1. Name of Reporting Person:
Robert G. Ruhlman and Randall M. Ruhlman, Trustees fbo Robert G. Ruhlman ua Jon R. and Barbara P. Ruhlman		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
30,000
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
30,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
30,000
  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):
0.5%
  14.Type of Reporting Person (See Instructions):
IN/HC

 

             
CUSIP No. 740444 10 4 Page 10 of 23 Pages
  1. Name of Reporting Person:
Richard M. Ruhlman, Trustee ua Richard M. Ruhlman Declaration of Trust		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
4,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,000
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):
0.0%
  14.Type of Reporting Person (See Instructions):
IN/HC

 

             
CUSIP No. 740444 10 4 Page 11 of 23 Pages
  1. Name of Reporting Person:
Michael C. Ruhlman		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
2,200
8. Shared Voting Power:
0
9. Sole Dispositive Power:
2,200
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

 

             
CUSIP No. 740444 10 4 Page 12 of 23 Pages
  1. Name of Reporting Person:
John D. Drinko, individually and as Trustee of the John D. Drinko Trust		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
553,178
8. Shared Voting Power:
2,000
9. Sole Dispositive Power:
553,178
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):
9.7%
  14.Type of Reporting Person (See Instructions):
IN/HC

 

             
CUSIP No. 740444 10 4 Page 13 of 23 Pages
  1. Name of Reporting Person:
Elizabeth G. Drinko		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
2,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
2,000
10.Shared Dispositive Power:
0
  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

 

             
CUSIP No. 740444 10 4 Page 14 of 23 Pages
  1. Name of Reporting Person:
Frank B. Carr		 I.R.S. Identification Nos. of above persons (entities only):
  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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
6,000
8. Shared Voting Power:
0
9. Sole Dispositive Power:
6,000
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

 

CUSIP No. 740444 10 4   Page 15 of 23 Pages

THIS AMENDMENT 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
  Homemaker
as Custodian for Jon Ryan Ruhlman
    
and Maegan Ruhlman
    
13211 Lake Shore Boulevard
    
Bratenahl, OH 44108
    

 

 

CUSIP No. 740444 10 4   Page 16 of 23 Pages
     
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 9th Street    
  Cleveland, OH 44114    
 
        
Robert G. Ruhlman and Randall M. Ruhlman,
   Not applicable- Trust
Trustees fbo Randall M. Ruhlman ua Jon R.
and Barbara P. Ruhlman
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,
   Not applicable- Trust
Trustees fbo Robert G. Ruhlman ua Jon R.
and Barbara P. Ruhlman
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
    

 

 

CUSIP No. 740444 10 4   Page 17 of 23 Pages
     
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 9th Street
    
Cleveland, OH 44114
    
 
    
Elizabeth G. Drinko
  Homemaker
c/o John D. Drinko
    
3200 National City Center
    
1900 East 9th 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.

     The Reporting Persons are not acquiring additional Common Shares of the Company at this time. The Reporting Persons constitute a “group,” within the meaning of NASDAQ Rule 4350, which group controls more than 50% of the voting power of the Company. These individual shareholders have executed and delivered the Controlled Company Agreement, dated as of March 15, 2004, attached as Exhibit 2 to the Schedule 13D filed by the Reporting Persons with the SEC on March 24, 2004.

 

 

CUSIP No. 740444 10 4   Page 18 of 23 Pages
     
Item 5.
  Interest in Securities of the Issuer.

     (a) - (b) The Reporting Persons will, as members of a group, be deemed to beneficially own 2,859,344 of the Common Shares of the Company representing 50.1% of the issued and outstanding Common Shares of the Company; however, each, subject to the terms and conditions of the Controlled Company Agreement, will have the voting and dispositive power of the Common Shares set forth opposite his or her respective name below:

                         
    Sole Voting and     Shared Voting and     Aggregate Beneficial  
Reporting Person   Dispositive Power     Dispositive Power     Ownership  
 
                        
Barbara P. Ruhlman**
     2,080,758       0       2,080,758  
 
                        
Robert G. Ruhlman
     339,336 *     74,768       414,104 *
 
                        
Abigail A. Ruhlman, individually and
     14,768       0       14,768  
as Custodian for Jon Ryan Ruhlman
                        
and Maegan Ruhlman
                        
 
                        
Randall M. Ruhlman
     166,266       60,000       226,266  
 
                        
The Thomas F. Peterson Foundation
     93,651       0       93,651  
 
                        
Ethel B. Peterson Trust
     200,226       0       200,226  
 
                        
(On behalf of the separate trust held
                        
for Barbara P. Ruhlman only)
                        
 
                        
Robert G. Ruhlman and Randall M. Ruhlman,
     0       30,000       30,000  
Trustees fbo Randall M. Ruhlman ua Jon R.
                        
and Barbara P. Ruhlman
                        
 
                        
Robert G. Ruhlman and Randall M. Ruhlman,
     0       30,000       30,000  
Trustees fbo Robert G. Ruhlman ua Jon R.
                        
and Barbara P. Ruhlman
                        
 
                        
Richard M. Ruhlman, Trustee ua
     4,000       0       4,000  
Richard M Ruhlman Declaration of Trust
                        
 
                        
Michael C. Ruhlman
     2,200       0       2,200  
 
                        
John D. Drinko, Individually and as
     553,178       2,000       555,178  
Trustee of the John D. Drinko Trust
                        
 
                        
Elizabeth G. Drinko
     2,000       0       2,000  
 
                        
Frank B. Carr
     6,000       0       6,000  

* Includes the following number of shares that may be acquired pursuant to currently exercisable stock options for Robert G. Ruhlman, 10,000 shares.

** Includes 562,430 shares beneficially owned by Barbara P. Ruhlman as Executrix of her late husband’s estate (the estate of Jon R. Ruhlman), 10,000 shares of which may be acquired by the estate by currently exercisable stock options. Barbara P. Ruhlman currently expects that such shares will be transferred to her in the near future and in connection therewith she intends to disclaim ownership of approximately 33,000 shares.

 

 

CUSIP No. 740444 10 4   Page 19 of 23 Pages

     (c) There have been no transactions in 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 Items 3, 4 and 5 and as set out in this Item 6, 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, 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.

     These shareholders are affirming in this filing their membership in a “group” within the meaning of Rule 13d-5(b)(1).

 

 

CUSIP No. 740444 10 4   Page 20 of 23 Pages

EXHIBIT INDEX

     
Exhibit No.   Description
 
    
Exhibit 1
  Joint Filing Statement

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: February 14, 2005
   
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
Barbara P. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
Robert G. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
Abigail A. Ruhlman, individually and
as Custodian for Jon Ryan Ruhlman
and Maegan Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
Randall M. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
The Thomas F. Peterson Foundation
    
     By: Barbara P. Ruhlman, President
    
 
    
/s/ J. Richard Hamilton, 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)
    

 

 

CUSIP No. 740444 10 4   Page 21 of 23 Pages
     
/s/ J. Richard Hamilton, 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/ J. Richard Hamilton, 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/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Richard M. Ruhlman, Trustee ua
    
Richard M Ruhlman Declaration of Trust
    
By: Richard M. Ruhlman, Trustee
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
Michael C. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
John D. Drinko, individually and as
Trustee of the John D. Drinko Trust
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
Elizabeth G. Drinko
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
    
 
    
Frank B. Carr
    

     * Reference is made to Powers of Attorney granted by these Reporting Persons to J. Richard Hamilton in Section 5(e) of the Controlled Company Agreement previously filed with the SEC.

 

 

CUSIP No. 740444 10 4   Page 22 of 23 Pages

EXHIBIT 1

Joint Filing Statement

     We, the undersigned, hereby express our agreement that the attached Amendment No. 1 to Schedule 13D is filed on behalf of each of us.

     
Dated: February 14, 2005
   
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Barbara P. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Robert G. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Abigail A. Ruhlman, individually and
as Custodian for Jon Ryan Ruhlman
and Maegan Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Randall M. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
The Thomas F. Peterson Foundation
    
     By: Barbara P. Ruhlman, President
    
 
    
/s/ J. Richard Hamilton, 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)
    
 
    
/s/ J. Richard Hamilton, 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
    

 

 

CUSIP No. 740444 10 4   Page 23 of 23 Pages
     
/s/ J. Richard Hamilton, 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/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Richard M. Ruhlman, Trustee ua
    
Richard M Ruhlman Declaration of Trust
    
By: Richard M. Ruhlman, Trustee
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Michael C. Ruhlman
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
John D. Drinko, individually and as
Trustee of the John D. Drinko Trust
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Elizabeth G. Drinko
    
 
    
/s/ J. Richard Hamilton, by Power of Attorney*
   
 
    
Frank B. Carr
    

     * Reference is made to Powers of Attorney granted by these Reporting Persons to J. Richard Hamilton in Section 5(e) of the Controlled Company Agreement previously filed with the SEC.