-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WdLvLxz+Snap0FeLqJA68H/GP06Dy8Gwd5FXezh3Iw+LCPTu6Y5pau+W9l+nzVNc FMYPeL5xUk37uEep3o/OVA== 0000916641-96-000189.txt : 19960510 0000916641-96-000189.hdr.sgml : 19960510 ACCESSION NUMBER: 0000916641-96-000189 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960326 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAXAR CORP CENTRAL INDEX KEY: 0000075681 STANDARD INDUSTRIAL CLASSIFICATION: 2750 IRS NUMBER: 135670050 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18318 FILM NUMBER: 96538771 BUSINESS ADDRESS: STREET 1: 105 CORPORATE PARK DRIVE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 914697-6800 MAIL ADDRESS: STREET 1: 275 N MIDDLETOWN ROAD CITY: PEARL RIVER STATE: NY ZIP: 10965 FORMER COMPANY: FORMER CONFORMED NAME: PACKAGING SYSTEMS CORP DATE OF NAME CHANGE: 19870401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH THOMAS W CENTRAL INDEX KEY: 0000926688 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 271229241 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 323 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036611200 MAIL ADDRESS: STREET 1: 323 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: THOMAS W SMITH DATE OF NAME CHANGE: 19940713 SC 13D 1 PAXAR CORPORATION SCH13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PAXAR CORPORATION (Name of Issuer) COMMON STOCK, $0.10 PAR VALUE (Title of Class of Securities) 704227107000 (CUSIP Number) THOMAS W. SMITH 323 RAILROAD AVENUE GREENWICH, CT 06830 203-661-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 20, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 13 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). CUSIP No.: 704227107000 Page 2 of 10 Pages 1. Name of Reporting Person: S.S. or I.R.S. Identification No. of Above Person: THOMAS W. SMITH 2. Check the Appropriate Box if a Member of a Group* a. [ ] b. [X] 3. SEC Use Only 4. Source of Funds 00 (Funds of Managed Accounts), PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E): [ ] 6. Citizenship or Place of Organization: U.S.A. Number of 7. Sole Voting Power: 187,900 Shares Beneficially Owned by 8. Shared Voting Power: 1,864,450 Each Reporting Person With 9. Sole Dispositive Power: 187,900 10. Shared Dispositive Power: 1,864,450 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,052,350 1,864,450 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13. Percent of Class Represented by Amount in Row (11) 9.3% 14. Type of Reporting Person* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION CUSIP No.: 704227107000 Page 3 of 10 Pages 1. Name of Reporting Person: S.S. or I.R.S. Identification No. of Above Person: THOMAS N. TRYFOROS 2. Check the Appropriate Box if a Member of a Group* a. [ ] b. [X] 3. SEC Use Only 4. Source of Funds (see Instructions): 00 (Funds of Managed Accounts) 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E): [ ] 6. Citizenship or Place of Organization: U.S.A. Number of 7. Sole Voting Power: 0 Shares Beneficially Owned by 8. Shared Voting Power: 1,864,450 Each Reporting Person With 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 1,864,450 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,864,450 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13. Percent of Class Represented by Amount in Row (11) 8.4% 14. Type of Reporting Person* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION Page 4 of 10 Pages Items 3, 4, 5 and 7 are hereby amended as set forth below. Item 3. Source and Amount of Funds or Other Consideration. [Items 3 is hereby amended so that, as amended, it shall read in its entirety as follows:] An aggregate of $25,704,788 of the funds of the Managed Accounts (as hereinafter defined) and $1,527,862.00 of the personal fund of Mr. Smith was used to purchase the shares reported herein. Item 4. Purpose of Transaction. [Item 4 is hereby amended so that, as amended, it shall read in its entirety as follows:] As set forth in Item 5, Mr. Smith beneficially owns 1,952,350 shares of Common Stock in his capacity as investment manager for certain managed accounts (the "Managed Accounts"), and Mr. Tryforos beneficially owns 1,864,450 shares in his capacity as investment manager for four of the Managed Accounts. In addition, Mr. Smith owns 100,000 shares of Common Stock for his own account. The Managed Accounts consist of three private investment limited partnerships of which each of the Reporting Persons is a general partner, an employee profit-sharing plan of a corporation of which Mr. Smith is the sole stockholder (for which the two Reporting Persons are trustees), certain family members and trusts for the benefit of certain family members of Mr. Smith, and a private charitable foundation established by Mr. Smith. Each of the Reporting Persons has acquired beneficial ownership of the Managed Accounts' Shares for the purpose of achieving the investment policies of the Managed Accounts; and Mr. Smith has acquired his Personal Shares for investment purposes. Depending upon market conditions, evaluation of alternative investments, and such other factors as he may consider relevant, each of the Reporting Persons may purchase or sell shares of Common Stock for the Managed Accounts or other managed accounts or for his own account if appropriate opportunities to do so are available, on such terms and at such times as such Reporting Person considers desirable. Subject to the foregoing, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions or events enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. [Items 5(a), (b) and (c) are hereby amended so that, as amended, they shall shall read in their entirety as follows:] (a) The aggregate number and percentage (based upon information included in the Form 10-Q filed by the issuer for the quarter ended September 30, 1995 that 22,144,432 shares of Common Stock were outstanding as of September 30, 1995) of shares of Common Stock beneficially owned by each of the Reporting Persons is as follows: Mr. Smith -- 2,052,350 shares (9.3%); Mr. Tryforos -- 1,864,450 shares (8.4%). All of such shares are held in the Managed Accounts, except for the Personal Shares. (b) Mr. Smith has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 187,900 shares of Common Stock. Each of the Reporting Persons has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 1,864,450 shares of Common Stock. (c) During the 60 days preceding the date hereof, the Reporting Persons purchased an aggregate of 267,800 shares of Common Stock on behalf of the Managed Accounts as follows: Number of Date of Shares Price Per Purchase Purchased Share - - -------- --------- --------- 3/20/96 70,000 15.7500 3/15/96 25,000 15.7930 3/14/96 10,000 15.4650 3/13/96 25,000 14.7500 3/12/96 10,000 15.0000 3/11/96 10,000 14.9662 3/8/96 10,000 15.2500 3/5/96 10,000 15.1475 2/27/96 10,000 13.0000 2/22/96 12,000 13.2500 2/22/96 15,100 13.0000 2/13/96 5,000 13.3750 2/12/96 10,000 13.3140 2/8/96 8,400 13.6680 2/7/96 1,600 13.2600 2/6/96 5,000 13.1250 2/2/96 10,000 13.0000 1/16/96 5,000 13.7500 1/16/96 5,000 13.6250 1/15/96 550 13.7500 1/15/96 50 13.6250 12/22/95 100 13.6250 12/22/95 10,000 13.7000 All of the shares of Common Stock were purchased in open market transactions on the New York Stock Exchange except for the 70,000 shares of March 20, 1996 which were purchased in a private transaction. Item 7. Material to be Filed as Exhibits. [Item 7 is hereby amended so that, as amended, it shall read in its entirety as follows:] 1. Agreement relating to the joint filing of Statement on Schedule 13D dated December 7, 1995 as required by Rule 13d-1(f). 2. Agreement relating to the joint filing of Amendment No. 1 to Schedule 13D dated March 26, 1996, as required by Rule 13d-1(f). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 26, 1996 /s/ Thomas W. Smith Thomas W. Smith /s/ Thomas N. Tryforos Thomas N. Tryforos Exhibit Index Sequentially Document Numbered Page 1. Agreement relating to the joint filing * of Statement on Schedule 13D dated December 7, 1995 as required by Rule 13d-1(f). 2. Agreement relating to the joint filing 10 of Amendment No. 1 to Schedule 13D dated March 26, 1996 as required by Rule 13d- 1(f). * Previously filed. EX-1 2 EXHIBIT 1 Exhibit 1 Joint Filing Agreement The undersigned agree that the foregoing Statement on Schedule 13D, dated March 26, 1996, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f). Dated: March 26, 1996 /s/ Thomas W. Smith Thomas W. Smith /s/ Thomas N. Tryforos Thomas N. Tryforos -----END PRIVACY-ENHANCED MESSAGE-----