|
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
417,090
|
||
|
6
|
SHARED
VOTING POWER
1,966,741
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
601,900
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
1,966,741
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,568,641
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.7%
|
|||
|
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
30,000
|
||
|
6
|
SHARED
VOTING POWER
1,966,741
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
67,788
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
1,966,741
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,529
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
|
|||
|
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
1,866,741
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
1,866,741
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,866,741
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Idoya
Partners L.P.
|
|||
|
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
6.0%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|||
|
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)
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
839,893
|
||
|
6
|
SHARED
VOTING POWER
0
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
839,893
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
839,893
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
|
|||
|
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 - 2,568,641 shares; Scott J. Vassalluzzo - 2,034,529 shares;
Steven M. Fischer - 1,866,741; Idoya Partners - 976,917 shares; Prescott
Associates - 839,893.
|
|
(b)
|
Thomas
W. Smith - 15.7%; Scott J. Vassalluzzo - 12.4%; Steven M. Fischer
- 11.4%;
Idoya Partners - 6.0%; Prescott Associates - 5.1%
|
|
(c)
|
Mr.
Thomas W. Smith has the sole power to vote or to direct the vote
of
417,090 shares and the sole power to dispose or to direct the disposition
of 601,900 shares. Mr. Scott J. Vassalluzzo has the sole power to
vote and
direct the vote of 30,000 shares and the sole power to dispose or
to
direct the disposition of 67,788 shares. Mr. Steven M. Fischer has
the
sole power to vote and direct the vote of and dispose or to direct
the
disposition 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
1,966,741, 1,966,741 and 1,866,741 shares, respectively. Idoya
Partners has the sole power to vote or direct the vote and dispose
or to
direct the disposition of 976,917 shares and Prescott Associates
has the
sole power to vote or direct the vote and dispose or to direct the
disposition of 839,893 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
|