[ ]
|
Rule
13d-1(b)
|
[ X ]
|
Rule
13d-1(c)
|
[ ]
|
Rule
13d-1(d)
|
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
2,425,728
|
||
6
|
SHARED
VOTING POWER
8,971,072
|
|||
7
|
SOLE
DISPOSITIVE POWER
3,779,792
|
|||
8
|
SHARED
DISPOSITIVE POWER
8,971,072
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,750,864
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
|
|||
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
8,971,072
|
|||
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
8
|
SHARED
DISPOSITIVE POWER
8,971,072
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,971,072
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
|
|||
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
8,574,072
|
|||
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
8
|
SHARED
DISPOSITIVE POWER
8,574,072
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,574,072
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%
|
|||
12
|
TYPE
OF REPORTING PERSON
IN
|
ITEM1. |
(a) Name
of Issuer:
|
(b)
|
Address
of Issuer's Principal Executive
Offices:
|
(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 - 12,750,864 shares; Scott J. Vassalluzzo - 8,971,072 shares;
Steven M. Fischer - 8,574,072
|
(b)
|
Thomas
W. Smith - 6.6%; Scott J. Vassalluzzo - 4.7%; Steven M. Fischer -
4.4%
|
(c)
|
Mr.
Thomas W. Smith has the sole power to vote or to direct the vote
of
2,425,728 shares and the sole power to dispose or to direct the
disposition of 3,779,792 shares. Messrs. Scott J. Vassalluzzo and
Steven
M. Fischer have the sole power to vote or dispose or to direct the
vote or
the disposal of no shares. Messrs. Smith, Vassalluzzo and Fischer
have the
shared power to vote or dispose or to direct the vote or the disposal
of
8,971,072, 8,971,072 and 8,574,072 shares, respectively. Voting
and investment authority over investment accounts established for
the
benefit of certain family members and friends of Mr. Smith are subject
to
each beneficiary’s right 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
|