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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
NATURE'S SUNSHIE PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, without par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
639027101
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(CUSIP Number)
Mr. Thomas W. Smith
323 Railroad Avenue
Greenwich, CT 06830
203-661-1200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 21, 1996
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(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 / /. (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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 639027101 PAGE 2 OF 10 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Smith
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 (Funds of Managed Accounts), PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
Required Pursuant to Items 2(d) or 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 310,500
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,312,245
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
310,500
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,312,245
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,622,745
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 639027101 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*
00 (Funds of Managed Accounts), PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
Required Pursuant to Items 2(d) or 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 6,022
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,312,245
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
6,022
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,312,245
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,318,267
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
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.
[Item 3 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
An aggregate of $31,079,471.55 of the funds of the Managed Accounts (as
hereinafter defined), $4,140,715.97 of the personal funds of Mr. Smith, and
$132,940.83 of the personal funds of Mr. Tryforos were 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 1,422,745 shares
of Common Stock in his capacity as investment manager for certain managed
accounts (the "Managed Accounts"), and Mr. Tryforos beneficially owns 1,312,245
shares in his capacity as investment manager for four of the Managed Accounts.
In addition, Mr. Smith owns 200,000 shares of Common Stock for his own account
and Mr. Tryforos owns 6,022 shares of Common Stock for his own account (the
"Personal Shares"). 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
<PAGE> 5
Page 5 of 10 Pages
partnership of which Mr. Smith is a general partner, and certain family members
and trusts for the benefit of certain family members of 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 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, neither 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.
[Item 5 is hereby amended so that, as amended, it shall read in its
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, 1996 that 18,977,889 shares of Common Stock were outstanding as of October
31, 1996) of shares of Common Stock beneficially owned by each of the Reporting
Persons is as follows: Mr.
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Page 6 of 10 Pages
Smith -- 1,622,745 shares (8.5%); Mr. Tryforos -- 1,318,267 shares (6.9%). All
of such shares are held in the Managed Accounts, except for 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 310,500 shares of Common
Stock. Mr. Tryforos has the sole power with respect to 6,022 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 1,312,245
shares of Common Stock.
(c) Since the date of the most recent filing on Schedule 13D, the
Reporting Persons purchased an aggregate of 237,522 shares of Common Stock on
behalf of the Managed Accounts in open market transactions on the
over-the-counter market as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
DATE OF PURCHASE PURCHASED PRICE PER SHARE
- ---------------- ----------------- ---------------
<S> <C> <C>
11/18/96 18,000 $19.7500
11/18/96 106,300 $19.4968
11/19/96 3,600 $19.2289
11/19/96 200 $18.5000
11/20/96 4,000 $21.0000
</TABLE>
In addition, Mr. Smith purchased the following:
<TABLE>
<S> <C> <C>
11/15/96 1,500 $20.4587
11/18/96 50,000 $19.7500
11/19/96 4,500 $20.5000
11/19/96 6,600 $19.2289
11/20/96 15,000 $21.1667
11/21/96 9,000 $21.9583
11/21/96 13,400 $22.0877
</TABLE>
(d) The Managed Accounts have the right to receive dividends from,
and the proceeds from the sale of, the Managed Accounts' Shares.
<PAGE> 7
Page 7 of 10 Pages
(e) Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[Item 7 is hereby amended so that, as amended, its shall read in its
entirety as follows:]
1. Agreement relating to the joint filing of Statement on Schedule 13D
dated November 18, 1996 as required by Rule 13d-1(f).
2. Agreement relating to the joint filing of Amendment No.1 to
Schedule 13D dated November 25, 1996 as required by Rule 13d-1(f).
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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: November 25, 1996
/s/ Thomas W. Smith
-----------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-----------------------------
Thomas N. Tryforos
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Page 9 of 10 Pages
EXHIBIT INDEX
SEQUENTIALLY
DOCUMENT NUMBERED PAGE
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1. Agreement relating to the joint
filing of Statement on Schedule
13D dated November 18, 1996 as
required by Rule 13d-1(f). *
2. Agreement relating to the joint 10
filing of Amendment No.1 to Schedule
13D dated November 25, 1996 as
required by Rule 13d-1(f).
- ------------------
*Previously filed
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Page 10 of 10 Pages
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Amendment No.1 to Schedule
13D, dated November 25, 1996 is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: November 25, 1996
/s/ Thomas W. Smith
-----------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-----------------------------
Thomas N. Tryforos
