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
893,966
|
||
6
|
SHARED
VOTING POWER
4,050,462
|
|||
7
|
SOLE
DISPOSITIVE POWER
1,199,316
|
|||
8
|
SHARED
DISPOSITIVE POWER
4,050,462
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,249,778
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.4%
|
|||
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
40,000
|
||
6
|
SHARED
VOTING POWER
4,050,462
|
|||
7
|
SOLE
DISPOSITIVE POWER
191,088
|
|||
8
|
SHARED
DISPOSITIVE POWER
4,050,462
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,241,550
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.0%
|
|||
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
1,943,403
|
||
6
|
SHARED
VOTING POWER
0
|
|||
7
|
SOLE
DISPOSITIVE POWER
1,943,403
|
|||
8
|
SHARED
DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,943,403
|
|||
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
|
|||
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 - 5,249,778 shares; Scott J. Vassalluzzo - 4,241,550 shares;
Idoya Partners - 1,943,403
|
(b)
|
Thomas
W. Smith - 17.4%; Scott J. Vassalluzzo - 14.0%; Idoya Partners -
6.4%
|
(c)
|
Thomas
W. Smith has (i) the sole power to vote or direct the vote of 893,966
shares, (ii) the sole power to dispose or to direct the disposition
of
1,199,316 shares, and (iii) the shared power to vote or to direct
the vote
and the shared power to dispose or to direct the disposition of 4,050,462
shares. Scott J. Vassalluzzo has (i) the sole power to vote or direct
the
vote of 40,000 shares, (ii) the sole power to dispose or to direct
the
disposition of 191,088 shares, and (iii) the shared power to vote
or to
direct the vote and the shared power to dispose or to direct the
disposition of 4,050,462 shares. Idoya Partners has the sole power
to vote
or direct the vote and dispose or to direct the disposition of 1,943,403
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 L.P. | ||
|
|
|
/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 L.P. | ||
|
|
|
/s/
Thomas W. Smith
|
||
By: Thomas W. Smith |
||
Its: General Partner |