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, December 2016 and September 2022. All previous Schedule 13D filings by the Reporting Person are collectively referred to herein as the “Schedule 13D.”
This Amendment No. 8 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 the distribution of Common Shares by the Third Restatement of the Barbara P. Ruhlman Trust Agreement dated November 20, 2008 (the “2008 Trust”) and the Irrevocable Trust Agreement
between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (the “2008 IDGT Trust”), respectively, to the Reporting Person for no consideration in accordance with the terms of such trusts. The Reporting Person acted as a co-Business Advisor of the 2008 IDGT Trust and was a beneficiary of each of the 2008 IDGT Trust and the 2008 Trust.
| Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is amended to add the following:
On August 16, 2023, pursuant to an agreement among the Reporting Person, Robert G. Ruhlman and Katherine Wensink, as trustee of the 2008
Trust, the Reporting Person and Robert G. Ruhlman became co-Business Advisors with respect to the investment and voting of the 604,113 Common Shares held by the 2008 Trust.
Pursuant to the terms of the 2008 Trust, the 2008 Trust distributed all 604,213 of the Common Shares held by it to the beneficiaries of the
2008 Trust, including 302,106 Common Shares to the Reporting Person, for no consideration on August 29, 2024. The Reporting Person no longer has any investment or voting power over the other 302,107 Common Shares previously held by the 2008 Trust,
for which he served as co-Business Advisor.
Pursuant to the terms of the 2008 IDGT Trust, the
2008 IDGT Trust distributed all 810,400 of the Common Shares held by it to the beneficiaries of the 2008 IDGT Trust, including 405,200 Common Shares to a trust for the benefit of the Reporting Person and his descendants and of which the Reporting
Person is trustee, for no consideration on August 29, 2024. The Reporting Person no longer has any investment or voting power over the other 405,200 Common Shares previously held by the 2008 IDGT Trust, for which he served as co-Business Advisor.
Pursuant to the terms of the trust agreement of the Ethel B. Peterson Trust (the
“E.P. Trust”) of which the Reporting Person was a co-Business Advisor with Robert G. Ruhlman and an independent party served as trustee, the E.P. Trust distributed all 200,226 of the Common Shares
held by it to (a) a trust for the benefit of Robert G. Ruhlman and his children, of which the Reporting Person and Robert G. Ruhlman serve as co-trustees, and (b) a trust for the benefit of the
Reporting Person and his children, of which the Reporting Person and Robert G. Ruhlman serve as co-trustees, for no consideration on December 28, 2022.
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 1,147,610 Common Shares, or 23.36% of the Company’s outstanding
Common Shares as of July 19, 2024. |