|
[
]
|
Rule
13d-1(b)
|
|
[x]
|
Rule
13d-1(c)
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|
[
]
|
Rule
13d-1(d)
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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)
[ ]
(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
300,000
|
||
|
6
|
SHARED
VOTING POWER
2,646,356
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
300,000
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,646,356
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,946,356
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
|
|||
|
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)
[ ]
(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
2,646,356
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,646,356
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,356
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
|
|||
|
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)
[ ]
(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
2,646,356
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,646,356
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,356
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
|
ITEM
1.
|
(a)
|
Name
of Issuer:
|
|
|
(b)
|
Address
of Issuer's Principal Executive
Offices:
|
|
ITEM
2.
|
(a)
|
Name
of Person Filing:
|
|
|
(i)
|
Thomas
W. Smith
|
|
|
(ii)
|
Scott
J. Vassalluzzo
|
|
|
(iii)
|
Steven
M. Fischer
|
|
|
(b)
|
Address
of Principal Business Office:
|
|
|
(c)
|
Citizenship:
|
|
|
(d)
|
Title
of Class of Securities:
|
|
|
(e)
|
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 – 2,946,356 shares; Scott J. Vassalluzzo – 2,646,356 shares;
Steven M. Fischer – 2,646,356
shares
|
|
|
(b)
|
Thomas
W. Smith – 1.5%; Scott J. Vassalluzzo – 1.4%; Steven M. Fischer –
1.4%
|
|
|
(c)
|
Mr.
Thomas W. Smith has the sole power to vote or to direct the vote of
300,000 shares and the sole power to dispose or to direct the disposition
of 300,000 shares. Messrs. Scott J. Vassalluzzo and Steven M.
Fischer have the sole power to vote or dispose or to direct the vote or
the disposition of no shares. Messrs. Smith, Vassalluzzo and
Mr. Fischer each have the shared power to vote or direct the vote of, or
dispose or direct the disposition of 2,646,356
shares.
|
|
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
|