-----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, P4y31zlwyT+8uubhbLyqTZjBU+XsUSQE06IJQ1FuvaePJGUGZgmaA4ZaeYXfiKfs BQ+jM1QO0Pv8sVT6Qj0T8A== 0000916641-96-000094.txt : 19960216 0000916641-96-000094.hdr.sgml : 19960216 ACCESSION NUMBER: 0000916641-96-000094 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960214 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAXAR CORP CENTRAL INDEX KEY: 0000075681 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 135670050 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18318 FILM NUMBER: 96517811 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 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* PAXAR CORPORATION (Name of Issuer) COMMON STOCK, $.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) November 29, 1995 (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 THE STATEMENT. |X| (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 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). ------------------------------ CUSIP NO. 704227107000 Page 2 of 10 Pages 1. Name of Reporting Person/SS or IRS Identification Number 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) 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 Shares 7. Sole Voting Power: 100 Beneficially Owned 8. Shared Voting Power: 1,784,450 by Each Reporting 9. Sole Dispositive Power: 100 Person With 10. Shared Dispositive Power 1,784,450 11. Aggregate Amount Owned by Each Reporting Person 1,784,550 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares* [ ] 13. Percent of Class Represented by amount in Row 11: 8.06% 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/SS or IRS Identification Number 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* 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 Shares 7. Sole Voting Power: 0 Beneficially Owned 8. Shared Voting Power: 1,784,450 by Each Reporting 9. Sole Dispositive Power: 0 Person With 10. Shared Dispositive Power 1,784,450 11. Aggregate Amount Owned by Each Reporting Person 1,784,450 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares* [ ] 13. Percent of Class Represented by amount in Row 11: 8.06% 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 ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $0.10 par value (the "Common Stock") of Paxar Corporation, a New York corporation whose principal executive offices are located at 105 Corporate Park Drive, White Plains, NY 10604. ITEM 2. IDENTITY AND BACKGROUND. (a) - (f) This statement is filed jointly by Thomas W. Smith and Thomas N. Tryforos (the "Reporting Persons"), each of whom is a private investment manager with a business address at 323 Railroad Avenue, Greenwich, Connecticut 06830. The filing of this statement shall not be deemed to be an admission that the Reporting Persons comprise a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor has either of the Reporting Persons been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the Reporting Persons is a citizen of the United States. Page 5 of 10 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. An aggregate of $23,295,749 of the funds of the Managed Accounts (as hereinafter defined) was used to purchase the shares reported herein. ITEM 4. PURPOSE OF TRANSACTION. As set forth in Item 5, Mr. Smith beneficially owns 1,784,550 shares of Common Stock in his capacity as investment manager for certain managed accounts (the "Managed Accounts"), and Mr. Tryforos beneficially owns 1,784,450 shares in his capacity as investment manager for four of the Managed Accounts. 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), and a trust for the benefit of a family member of Mr. Smith (for which Mr. Smith is a trustee). 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. 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 Page 6 of 10 Pages 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. (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 -- 1,784,550 shares (8.06%); Mr. Tryforos -- 1,784,450 shares (8.06%). All of such shares are held in the Managed Accounts. (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 100 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 1,784,450 shares of Common Stock. (c) During the 60 days preceding the date hereof, the Reporting Persons purchased an aggregate of 797,800 shares of Common Stock on behalf of the Managed Accounts in open market transactions on the New York Stock Exchange as follows: NUMBER OF SHARES DATE OF PURCHASE PURCHASED PRICE PER SHARE 11/27/95 100 $12.125 11/29/95 797,700 11.625 Page 7 of 10 Pages (d) The Managed Accounts have the right to receive dividends from, and the proceeds from the sale of, the Managed Accounts' Shares. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION- SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as otherwise set forth in this statement, there are no contracts, arrangements, understandings or relationships between any of the Reporting Persons and any other person with respect to any securities of the issuer, including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities of the issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Agreement relating to the joint filing of Statement on Schedule 13D dated December 7, 1995 as required by Rule 13d-1(f). Page 8 of 10 Pages 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: December 7, 1995 /s/ Thomas W. Smith Thomas W. Smith /s/ Thomas N. Tryforos Thomas N. Tryforos Page 9 of 10 Pages EXHIBIT INDEX SEQUENTIALLY DOCUMENT NUMBERED PAGE 1. Agreement relating to the joint 10 filing of Statement on Schedule 13D dated December 7, 1995 as required by Rule 13d-1(f). EX-1 2 EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the foregoing Statement on Schedule 13D, dated December 7, 1995 is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f). Dated: December 7, 1995 /s/ Thomas W. Smith Thomas W. Smith /s/ Thomas N. Tryforos Thomas N. Tryforos -----END PRIVACY-ENHANCED MESSAGE-----