|
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
0
|
||
|
6
|
SHARED
VOTING POWER
2,938,399
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,938,399
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,938,399
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
|
|||
|
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
0
|
||
|
6
|
SHARED
VOTING POWER
2,938,399
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,938,399
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,938,399
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
|
|||
|
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
10,000
|
||
|
6
|
SHARED
VOTING POWER
2,872,799
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
10,000
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
2,872,799
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,882,799
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
|
|||
|
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 - 2,938,399 shares; Scott J. Vassalluzzo - 2,938,399 shares;
Steven M. Fischer - 2,882,799
shares.
|
|
(b)
|
Thomas
W. Smith - 9.8%; Scott J. Vassalluzzo - 9.8%; Steven M. Fischer -
9.7%.
|
|
(c)
|
Messrs.
Thomas W. Smith and Scott J. Vassalluzzo each have the sole power
to vote
or to direct the vote of and the sole power to dispose or to direct
the
disposition of no shares. Steven M. Fischer has the sole power to
vote or
to direct the vote of and the sole power to dispose or to direct
the
disposition of 10,000 shares. Messrs. Smith, Vassalluzzo and Fischer
have
the shared power to vote or to direct the vote of and the shared
power to
dispose or to direct the disposition of 2,938,399, 2,938,399 and
2,872,799 shares, respectively.
|
|
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
|