|
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
510,000
|
|
6
|
SHARED
VOTING POWER
2,349,826
|
|
|
7
|
SOLE
DISPOSITIVE POWER
510,000
|
|
|
8
|
SHARED
DISPOSITIVE POWER
2,349,826
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,859,826
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1%
|
|
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)
[ ]
(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
30,000
|
|
6
|
SHARED
VOTING POWER
2,220,876
|
|
|
7
|
SOLE
DISPOSITIVE POWER
30,000
|
|
|
8
|
SHARED
DISPOSITIVE POWER
2,258,664
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,288,664
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.5%
|
|
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
2,128,726
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
2,128,726
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,726
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.4%
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
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)
[ ]
(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
1,338,005
|
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
1,338,005
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,338,005
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.4%
|
|
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 – 2,859,826 shares; Scott J. Vassalluzzo – 2,288,664 shares;
Steven M. Fischer – 2,128,726; Prescott Associates –
1,338,005.
|
|
|
(b)
|
Thomas
W. Smith – 18.1%; Scott J. Vassalluzzo – 14.5%; Steven M.
Fischer – 13.4%; Prescott Associates –
8.4%.
|
|
|
(c)
|
Messrs.
Smith and Vassalluzzo have the sole power to vote or to direct the vote of
and to dispose or to direct the disposition of 510,000 and 30,000 shares,
respectively. Mr. Fischer has the sole power to vote or to
direct the vote of and to dispose or to direct the disposition of no
shares. Messrs. Smith, Vassalluzzo and Fischer have the shared
power to vote or to direct the vote of 2,349,826, 2,220,876 and 2,128,726
shares, respectively. Messrs. Smith, Vassalluzzo and Fischer have the
shared power to dispose or to direct the disposition of 2,349,826,
2,258,664 and 2,128,726 shares, respectively. Prescott Associates has the
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 1,338,005 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
|
|
/s/ Thomas W. Smith
|
|
|
Thomas
W. Smith
|
|
|
/s/ Scott J. Vassalluzzo
|
|
|
Scott
J. Vassalluzzo
|
|
|
/s/ Steven M. Fischer
|
|
|
Steven
M. Fischer
|
|
|
PRESCOTT
ASSOCIATES L.P.
|
|
|
/s/ Thomas W. Smith
|
|
|
By: Thomas
W. Smith
|
|
|
Its: General
Partner
|
|
/s/ Thomas W. Smith
|
|
|
Thomas
W. Smith
|
|
|
/s/ Scott J. Vassalluzzo
|
|
|
Scott
J. Vassalluzzo
|
|
|
/s/ Steven M. Fischer
|
|
|
Steven
M. Fischer
|
|
|
PRESCOTT
ASSOCIATES L.P.
|
|
|
/s/ Thomas W. Smith
|
|
|
By: Thomas
W. Smith
|
|
|
Its: General
Partner
|