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
413,490
|
||
6
|
SHARED
VOTING POWER
1,966,741
|
|||
7
|
SOLE
DISPOSITIVE POWER
597,900
|
|||
8
|
SHARED
DISPOSITIVE POWER
1,966,741
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,564,641
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.1%
|
|||
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
11,700
|
||
6
|
SHARED
VOTING POWER
1,966,741
|
|||
7
|
SOLE
DISPOSITIVE POWER
47,700
|
|||
8
|
SHARED
DISPOSITIVE POWER
1,966,741
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,441
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9%
|
|||
12
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Idoya
Partners
|
|||
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
976,917
|
||
6
|
SHARED
VOTING POWER
0
|
|||
7
|
SOLE
DISPOSITIVE POWER
976,917
|
|||
8
|
SHARED
DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,917
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
|||
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 - 2,564,641 shares; Scott J. Vassalluzzo - 2,014,441 shares;
Idoya Partners - 976,917 shares.
|
(b)
|
Thomas
W. Smith - 15.1%; Scott J. Vassalluzzo - 11.9%; Idoya Partners -
5.8%
|
(c)
|
Mr.
Thomas W. Smith has the sole power to vote or to direct the vote
of
413,490 shares and the sole power to dispose or to direct the disposition
of 597,900 shares. Mr. Scott J. Vassalluzzo has the sole power and
direct
the vote of 11,700 shares and the sole power to dispose or to direct
the
disposition of 47,700 shares. Messrs. Smith and Vassalluzzo have
the
shared power to vote or dispose or to direct the vote or the disposal
of
1,966,741 shares. Idoya Partners has the sole power to vote or direct
the
vote and dispose or to direct the disposition of 976,917 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
|
Date: February 14, 2008 | ||
|
|
|
/s/
Thomas W.
Smith
|
||
Thomas
W. Smith
|
||
|
|
|
/s/
Scott J.
Vassalluzzo
|
||
Scott
J. Vassalluzzo
|
||
IDOYA
PARTNERS
|
||
|
|
|
/s/
Thomas W.
Smith
|
||
By: Thomas W. Smith |
||
Its: General Partner |
Date: February 14, 2008 | ||
|
|
|
/s/
Thomas W.
Smith
|
||
Thomas
W. Smith
|
||
|
|
|
/s/
Scott J.
Vassalluzzo
|
||
Scott
J. Vassalluzzo
|
||
IDOYA
PARTNERS
|
||
|
|
|
/s/
Thomas W.
Smith
|
||
By: Thomas W. Smith |
||
Its: General Partner |