|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas W. Smith
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
889,246
|
||
|
6
|
SHARED
VOTING POWER
4,073,462
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
1,053,646
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
4,073,462
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,127,108
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.8%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Scott J. Vassalluzzo
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
55,000
|
||
|
6
|
SHARED
VOTING POWER
4,073,462
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
206,755
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
4,073,462
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,280,217
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.0%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Steven M. Fischer
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
3,873,462
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
3,873,462
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,873,462
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Idoya Partners L.P.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
New York Limited
Partnership
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
1,943,403
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
1,943,403
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,403
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott Associates
L.P.
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
New York Limited
Partnership
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
1,830,101
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
1,830,101
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,830,101
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|||
|
ITEM
1.
|
(a) Name
of Issuer:
|
|
(b)
|
Address
of Issuer's Principal Executive
Offices:
|
|
ITEM
2.
|
(a) Name
of Person Filing:
|
|
(a)
|
Address
of Principal Business Office:
|
|
(b)
|
Citizenship:
|
|
(c)
|
Title
of Class of Securities:
|
|
(d)
|
CUSIP
Number:
|
|
ITEM
3.
|
If
this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
ITEM
4.
|
Ownership
|
|
(a)
|
Thomas
W. Smith – 5,127,108 shares; Scott J. Vassalluzzo – 4,280,217 shares;
Steven M. Fischer – 3,873,462; Idoya Partners – 1,943,403; Prescott
Associates – 1,830,101
|
|
(b)
|
Thomas
W. Smith – 16.8%; Scott J. Vassalluzzo – 14.0%; Steven M. Fischer – 12.7%;
Idoya Partners – 6.4%; Prescott Associates –
6.0%
|
|
(c)
|
Thomas
W. Smith has the sole power to vote or direct the vote of 889,246 shares
and the sole power to dispose or to direct the disposition of 1,053,646
shares. Scott J. Vassalluzzo has the sole power to vote or direct the vote
of 55,000 shares and the sole power to dispose or to direct the
disposition of 206,755 shares. Steven M. Fischer has the sole power to
vote or direct the vote and dispose or to direct the disposition of no
shares. Messrs. Smith, Vassalluzzo and Fischer share the
power to vote or to direct the vote and to dispose or to direct the
disposition of 4,073,462, 4,073,462 and 3,873,462 shares,
respectively. Idoya Partners has the shared power to vote or
direct the vote and dispose or to direct the disposition of 1,943,403
shares and Prescott Associates has the shared power to vote or direct the
vote and dispose or direct the disposition of 1,830,101 shares. Voting and
investment authority over investment accounts established for the benefit
of certain family members and friends of Messrs. Smith and Vassalluzzo is
subject to each beneficiary’s right, if so provided, to terminate or
otherwise direct the disposition of the investment
account.
|
|
ITEM
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
ITEM
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
|
ITEM
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
|
ITEM
8.
|
Identification
and Classification of Members of the
Group
|
|
ITEM
9.
|
Notice
of Dissolution of Group
|
|
ITEM
10.
|
Certification
|