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
1,467,775
|
||
6
|
SHARED
VOTING POWER
3,660,982
|
|||
7
|
SOLE
DISPOSITIVE POWER
2,034,269
|
|||
8
|
SHARED
DISPOSITIVE POWER
3,660,982
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,695,251
|
|||
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)
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
14,500
|
||
6
|
SHARED
VOTING POWER
3,660,982
|
|||
7
|
SOLE
DISPOSITIVE POWER
95,014
|
|||
8
|
SHARED
DISPOSITIVE POWER
3,660,982
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,755,996
|
|||
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
|
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
3,443,782
|
|||
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
8
|
SHARED
DISPOSITIVE POWER
3,443,782
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,443,782
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
|
|||
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 - 5,695,251 shares; Scott J. Vassalluzzo - 3,755,996
shares;
Steven M. Fischer - 3,443,782
|
(b)
|
Thomas
W. Smith - 6.6%; Scott J. Vassalluzzo - 4.4%; Steven M. Fischer
- 4.0%
|
(c)
|
Thomas
W. Smith has the sole power to vote or direct the vote of 1,467,775
shares
and the sole power to dispose or to direct the disposition of
2,034,269
shares. Scott J. Vassalluzzo has the sole power to vote or direct
the vote
of 14,500 shares and the sole power to dispose or to direct the
disposition of 95,014 shares. Steven M. Fischer has the sole
power to vote
or direct the vote 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 and shared power to dispose or to direct the
disposition
of 3,660,982, 3,660,982 and 3,443,782 shares, respectively. Voting
and investment authority over investment accounts established
for the
benefit of certain family members and friends of Messrs. Smith
and
Vassalluzzo are 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: July 11, 2008 | ||
|
|
|
/s/
Thomas W.
Smith
|
||
Thomas W. Smith |
||
/s/
Scott J.
Vassalluzzo
|
||
Scott J. Vassalluzzo |
||
/s/
Steven M. Fischer
|
||
Steven M. Fischer |
||
Date: July 11, 2008 | ||
|
|
|
/s/
Thomas W.
Smith
|
||
Thomas W. Smith |
||
/s/
Scott J.
Vassalluzzo
|
||
Scott J. Vassalluzzo |
||
/s/
Steven M. Fischer
|
||
Steven M. Fischer |
||