-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ho3yibKdDe7o17qdZwjlO7tB15JUa6anwPp+R6EJhHh59TqWa/SC7FfBKuMXFRsK gYxO/bcZwfCcMjzhd+Dl8g== 0000897069-94-000040.txt : 19940215 0000897069-94-000040.hdr.sgml : 19940215 ACCESSION NUMBER: 0000897069-94-000040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH A O CORP CENTRAL INDEX KEY: 0000091142 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 390619790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 34 SEC FILE NUMBER: 005-13157 FILM NUMBER: 94507490 BUSINESS ADDRESS: STREET 1: 11270 W PARK PL STE 1200 CITY: MILWAUKEE STATE: WI ZIP: 53224 BUSINESS PHONE: 4143594000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH INVESTMENT CO CENTRAL INDEX KEY: 0000046497 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: POST OFFICE BOX 23976 CITY: MILWAUKEE STATE: WI ZIP: 53223-0976 BUSINESS PHONE: 0000000000 SC 13G/A 1 SMITH INVESTMENT COMPANY 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* A.O. SMITH CORPORATION (Name of Issuer) Class A Common Stock, $5.00 par value (Title of Class of Securities) 831-865-10-0 (CUSIP Number) Check the following box if a fee is being paid with this statement /_/. (A fee is not required only if the filing 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.) *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 the disclosures provided in a prior cover page. The information required in 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 page(s)) CUSIP No. 831-865-10-0 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Smith Investment Company IRS ID #39-6043416 Lloyd B. Smith SS ####-##-#### Arthur O. Smith SS ####-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) // Not Applicable (b) // 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Smith Investment Company - Delaware Lloyd B. Smith - United States Arthur O. Smith - United States 5 SOLE VOTING POWER NUMBER OF Smith Investment Company - 5,378,168 SHARES 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 7 SOLE DISPOSITIVE POWER EACH Smith Investment Company - 5,378,168 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Smith Investment Company - 5,378,168 Lloyd B. Smith - 0 Arthur O. Smith - 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Lloyd B. Smith /X/ Arthur O. Smith /X/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Smith Investment Company - 88.4% Lloyd B. Smith - 0% Arthur O. Smith - 0% 12 TYPE OF REPORTING PERSON* Smith Investment Company - CO Lloyd B. Smith - IN Arthur O. Smith - IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: A.O. Smith Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 11270 West Park Place Milwaukee, Wisconsin 53224 Item 2(a). Name of Person Filing: Smith Investment Company I.R.S. I.D. No. 39-6043416 L.B. Smith -- S.S. No. ###-##-#### Arthur O. Smith -- S.S. No. ###-##-#### Item 2(b). Address of Principal Business Office or, if none, Residence: Smith Investment Company 11270 West Park Place Milwaukee, Wisconsin 53224 L.B. Smith 11270 West Park Place Milwaukee, Wisconsin 53224 Arthur O. Smith 11270 West Park Place Milwaukee, Wisconsin 53224 Item 2(c). Citizenship: Delaware -- Smith Investment Company United States -- L.B. Smith and Arthur O. Smith Item 2(d). Title of Class or Securities: Class A Common Stock, $5.00 par value Item 2(e). CUSIP Number: 831-865-10-0 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d- 2(b), check whether the person filing is a: Not applicable. Item 4. Ownership: As of December 31, 1993, Smith Investment Company owned 5,378,168 shares* of A.O. Smith Corporation Class A Common Stock or approximately 88.4% of the outstanding stock. Smith Investment Company has sole power to vote and dispose of such shares. Mr. Arthur O. Smith is Chairman and Chief Executive Officer and a director of Smith Investment Company. During 1993, Mr. Lloyd B. Smith retired as Vice President and a director of Smith Investment Company. On December 31, 1993, Arthur O. Smith owned beneficially 121,845 shares, and his wife owned of record and beneficially 3,485 shares of the outstanding capital stock of Smith Investment Company ("SICO") and 195,730 shares were held in various trusts for the benefit of the wife and issue of Arthur O. Smith. On December 31, 1993, Lloyd B. Smith owned beneficially 9,502 shares of the outstanding capital stock of SICO and 303,503 shares were held in various trusts for the benefit of the wife and issue of Lloyd B. Smith. In addition, Messrs. Smith were trustees of various trusts for the benefit of persons other than themselves, their wives and issue, which trusts held an aggregate of 524,460 shares of the capital stock of SICO outstanding on December 31, 1993. Messrs. Smith have shared investment and voting power on all trusts for which they are co-trustees. On all other trusts one or the other shares trust powers with at least one other person. The shares of capital stock of SICO held beneficially by Messrs. Smith and their wives, together with shares held by Messrs. Smith in trust for others comprised 69.5% of the 1,667,635 outstanding shares of capital stock of SICO on December 31, 1993. Messrs. Smith disclaim that any of the foregoing interests in the capital stock of SICO constitute beneficial ownership of any Class A Common Stock of A.O. Smith Corporation. * Of these, 200,000 shares are held by SCAP Corporation, a wholly owned subsidiary of Smith Investment Company. Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: Not applicable 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. SMITH INVESTMENT COMPANY /s/ Arthur O. Smith Arthur O. Smith, Chairman & CEO January 25, 1994 /s/ L. B. Smith L. B. Smith January 25, 1994 /s/ Arthur O. Smith Arthur O. Smith January 25, 1994 -----END PRIVACY-ENHANCED MESSAGE-----