-----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, SUT26y0h00OYA2PqF/zbK44mMA3M4xqyQT0cPBuzHK06gLG1+5Svx3RbHo2WTN9M KEScN73aMBhb0HceteX4dg== 0000950168-96-000352.txt : 19960223 0000950168-96-000352.hdr.sgml : 19960223 ACCESSION NUMBER: 0000950168-96-000352 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960222 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTCOTT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000850670 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 752110878 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40756 FILM NUMBER: 96524284 BUSINESS ADDRESS: STREET 1: 1303 MARSH LANE CITY: CARROLLTON STATE: TX ZIP: 75006 BUSINESS PHONE: 2144174100 MAIL ADDRESS: STREET 1: 1303 MARSH LANE CITY: CARROLLTON STATE: TX ZIP: 75006 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 #42201.1 Page 1 of 11 Pages Exhibit Index Appears on Page 10 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form..........14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Westcott Communications, Inc. (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 95752F106 (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) February 12, 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 [x]. (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.) 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 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). Page 2 of 11 Pages CUSIP NO. 95752F106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 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 SHARES 7 SOLE VOTING POWER 173,540 BENEFICIALLY 8 SHARED VOTING POWER 840,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 173,540 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 840,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,013,540 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.13% 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. 2 of 7 Page 3 of 11 Pages CUSIP NO. 95752F106 1 NAMES 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* 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 SHARES 7 SOLE VOTING POWER 9,450 BENEFICIALLY 8 SHARED VOTING POWER 840,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 9,450 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 840,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 849,450 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.30% 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. 2 of 7 Page 4 of 11 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.01 par value (the "Common Stock") of Westcott Communications, Inc., a Texas corporation whose principal executive offices are located at 1303 Marsh Lane, Carrollton, Texas 75006. 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 11 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. An aggregate of $13,532,335.99 of the funds of the Managed Accounts (as hereinafter defined), $1,394,013.25 of the personal funds of Mr. Smith, and $135,663.75 of the personal funds of Mr. Tryforos were used to purchase the shares reported herein. ITEM 4. PURPOSE OF TRANSACTION. As set forth in Item 5, Mr. Smith beneficially owns 913,540 shares of Common Stock in his capacity as investment manager for certain managed accounts (the "Managed Accounts"), and Mr. Tryforos beneficially owns 840,000 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), a private investment general partnership of which Mr. Smith is a general partner, certain family members, certain 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 and Mr. Tryforos have acquired their respective Personal Shares for investment purpose. Depending upon market conditions, evaluation of alternative investments, and such other Page 6 of 11 Pages 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. (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 19,746,565 shares of Common Stock were outstanding as of November 8, 1995) of shares of Common Stock beneficially owned by each of the Reporting Persons is as follows: Mr. Smith -- 1,013,540 (5.13%); Mr. Tryforos -- 849,450 shares (4.30%). 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 173,540 shares of Common Stock. Mr. Tryforos has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 9,450 shares of Common Stock. Each of the Reporting Persons has shared power to vote or to direct the vote and shared power Page 7 of 11 Pages to dispose or to direct the disposition of 840,000 shares of Common Stock. (c) During the 60 days preceding the date hereof, the Reporting Persons purchased an aggregate of 368,290 shares of Common Stock on behalf of the Managed Accounts in open market transactions on the over-the-counter market as follows:
NUMBER OF SHARES DATE OF PURCHASE PURCHASED PRICE PER SHARE - ---------------- ----------------- --------------- 1/17/96 20,000 13.8750 1/18/96 30,000 14.8540 1/19/96 20,000 15.2810 1/22/96 10,000 15.1880 1/23/96 20,000 15.7030 1/24/96 27,500 16.0910 1/25/96 12,500 16.2000 1/26/96 5,000 16.2500 1/29/96 55,000 16.1250 2/2/96 10,000 13.8750 2/5/96 140 13.6250 2/5/96 100 13.7500 2/7/96 1,000 13.6250 2/7/96 100 13.7500 2/8/96 20,000 13.6562 2/9/96 100,000 13.8901 2/12/96 20,000 13.9380 2/13/96 5,500 13.6250 2/21/96 6,450 13.1650 2/21/96 5,000 13.7500
(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, Page 8 of 11 Pages 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 February 22, 1996 as required by Rule 13d-1(f). Page 9 of 11 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: February 22, 1996 /s/ Thomas W. Smith Thomas W. Smith /s/ Thomas N. Tryforos Thomas N. Tryforos Page 10 of 11 Pages EXHIBIT INDEX
SEQUENTIALLY DOCUMENT NUMBERED PAGE 1. Agreement relating to the joint 11 filing of Statement on Schedule 13D dated February 22, 1996 as required by Rule 13d-1(f).
EX-1 2 EXHIBIT 1 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the foregoing Statement on Schedule 13D, dated February 22, 1996, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f). Dated: February 22, 1996 /s/ Thomas W. Smith Thomas W. Smith /s/ Thomas N. Tryforos Thomas N. Tryforos -----END PRIVACY-ENHANCED MESSAGE-----