|
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
1,567,775
|
||
|
6
|
SHARED
VOTING POWER
3,680,782
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
2,134,269
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
3,680,782
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,815,051
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
|
|||
|
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
3,680,782
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
95,014
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
3,680,782
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,775,796
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.2%
|
|||
|
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
|
|
(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 - 5,815,051 shares; Scott J. Vassalluzzo -3,775,796 shares;
|
|
(b)
|
Thomas
W. Smith - 6.5%; Scott J. Vassalluzzo -
4.2%
|
|
(c)
|
Thomas
W. Smith has (i) the sole power to vote or direct the vote of 1,567,775
shares, (ii) the sole power to dispose or to direct the disposition
of
2,134,269 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
3,680,782
shares. Scott J. Vassalluzzo has (i) the sole power to vote or
direct the
vote of 14,500 shares, (ii) the sole power to dispose or to direct
the
disposition of 95,014 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 3,680,782 shares. Voting and investment authority
over
investment accounts established for the benefit of certain family
members
and friends of the Reporting Persons 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 |
||
| Date: February 14, 2008 | ||
| |
|
|
|
/s/
Thomas W.
Smith
|
||
|
Thomas W. Smith |
||
| |
|
|
|
/s/
Scott J.
Vassalluzzo
|
||
|
Scott J. Vassalluzzo |
||