Under the Securities Exchange Act of 1934
(Amendment No. 11)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13(D)-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock. 

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(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock. 

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(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock. 

4

(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.  

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This Amendment No. 11 amends the Schedule 13D initially filed on July 24, 1996 (together, with all amendments thereto, the “Schedule 13D”) and is filed to report changes in the beneficial ownership of shares by David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith, each of whom is a member of the Group, as defined in the Schedule 13D.

(1)           As of August 3, 2009, there were 32,453,859 shares of Class B Common Stock outstanding.

(2)           The first four rows of this column set forth the percentage of Class A Common Stock each reporting person would beneficially own if he converted his shares of Class B Common Stock to Class A Common Stock

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and the other reporting persons did not.  The last row in this column shows the percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.  As of August 3, 2009, there were 47,322,031 shares of Class A Common Stock outstanding.

(3)           Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share except for votes relating to “going private” and certain other transactions.  Holders of both classes of Common Stock will vote together as a single class on all matters presented for a vote, except as otherwise may be required by Maryland law, and holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time.  This column sets forth the voting power each reporting person has on the matters on which shares of Class B Common Stock have ten votes per share, and the voting power the reporting persons as a group have on such matters.

(4)           The first four rows of this column set forth the voting power each reporting person would have on matters on which the shares of Class B Common Stock have ten votes per share if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not.  The last row in this column shows the voting power the reporting persons as a group would have if they all converted their shares of Class B Common Stock into shares of Class A Common Stock.

(5)           Includes 9,349,925 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, 5,546 shares in a 401(k) Plan, 200,000 shares of SARs, with an exercise price of $15.78, exercisable within 60 days of August 3, 2009 and 350,000 shares of SARs, with an exercise price of $8.94, exercisable within 60 days of August 3, 2009.

(6)           Includes 4,957,673 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock and 5,222 shares in a 401(k) Plan.

(7)           Includes 9,500,000 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock and 5,127 shares in a 401(k) Plan.  The shares of Class B Common Stock do not include 424,756 shares held in an irrevocable trust established by J. Duncan Smith for the benefit of his children, of which he is not the trustee and 500,000 shares held in a Grantor Retained Annuity Trust, or GRAT, for the benefit of his children, of which he is not the trustee.

(8)           Includes 7,430,855 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, 477 shares in a 401(k) Plan and 10,000 shares of Class A Common Stock that Robert E. Smith may acquire upon exercise of options.  The shares of Class B Common Stock include 291,049 shares held in an irrevocable trust established by Robert E. Smith for the benefit of family members, of which he is the trustee.  The shares of Class B Common Stock do not include 290,650 shares held in an irrevocable trust established by Robert E. Smith for the benefit of his children, of which he is not the trustee.

(c)  The following table sets forth information regarding transactions in shares by each member of the group since the filing of Amendment No. 10 to Schedule 13D.

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(1) Open market or private purchase of non-derivative or derivative security.

(2) The purchase price is a weighted average.  The range of prices for the purchase was $0.9899 - $1.07.

(3) The purchase price is a weighted average.  The range of prices for the purchase was $1.09 - $1.11.

(4) The purchase price is a weighted average.  The range of prices for the purchase was $1.04 - $1.05.

(5) The purchase price is a weighted average.  The range of prices for the purchase was $1.01 - $1.04.

(6) The purchase price is a weighted average.  The range of prices for the purchase was $1.00 - $1.02.

(7) Issued pursuant to the Long Term Incentive Plan.

(d)  Not applicable.

(e)  Not applicable.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this amendment is true, complete and correct.

Dated:   August 17, 2009

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