UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PRE-PAID LEGAL SERVICES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
740065 10 7
(CUSIP Number)
Mr. 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 27, 1997
(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 [ ].
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 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>
CUSIP No. 740065 10 7
- --------- ----------------------------------------------------------------------
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)
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
950
NUMBER OF
---- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,792,600
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 950
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,792,600
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,793,550
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
CUSIP No. 740065 10 7
- --------- ----------------------------------------------------------------------
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)
- --------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(e) [ ]
- --------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF
---- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,792,600
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,792,600
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,792,600
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
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 $28,975,395.25 of the funds of the Managed Accounts (as
hereinafter defined) 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 1,793,550 shares of
Common Stock in his capacity as investment manager for certain managed accounts
(the "Managed Accounts") and Mr. Tryforos beneficially owns 1,792,600 shares in
his capacity as investment manager for three of the Managed Accounts. The
Managed Accounts consist of four 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 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. 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
21,577,361 shares of Common Stock were outstanding as of October 15, 1996) of
shares of Common Stock beneficially owned by each of the Reporting Persons is as
follows: Mr. Smith -- 1,793,550 shares (8.3%); Mr. Tryforos -- 1,792,600 shares
(8.3%). 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 950 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 1,792,550 shares of
Common Stock.
(c) Since the date of the previous filing, the Reporting Persons purchased
an aggregate of 212,650 shares of Common Stock on behalf of the Managed Accounts
in open market transactions on the American Stock Exchange as follows:
<TABLE>
<CAPTION>
Number of Shares
Date of Purchase Purchased Price Per Share
- ---------------- ---------------- ---------------
<C> <C> <C>
2/13/97 34,200 17.1660
2/14/97 18,000 16.9550
2/18/97 50,000 16.9660
2/18/97 950 16.7500
2/19/97 17,400 17.2290
2/20/97 10,400 16.9380
2/21/97 29,200 16.9710
2/24/97 19,800 16.6010
2/25/97 6,600 16.4750
2/26/97 15,800 16.1950
2/27/97 10,300 16.3140
</TABLE>
(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 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 February 13, 1997 as required by Rule 13d-1(f).
2. Agreement relating to the joint filing of Amendment No. 1 to the
Statement on Schedule 13D dated February 28, 1997 as required by Rule 13d-1(f).
<PAGE>
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 28, 1997
/s/ Thomas W. Smith
---------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
---------------------------
Thomas N. Tryforos
<PAGE>
Exhibit Index
-------------
Sequentially
Document Numbered Page
- -------- -------------
1. Agreement relating to the joint *
filing of Statement on Schedule
13D dated February 13, 1997 as
required by Rule 13d-1(f).
2. Agreement relating to the joint 8
filing of Amendment No. 1 to the
Statement on Schedule 13D dated
February 28, 1997 as required by
Rule 13d-1(f).
- --------
* Previously filed
<PAGE>
Exhibit 2
Joint Filing Agreement
The undersigned agree that the foregoing Amendment No. 1 to
the Statement on Schedule 13D, dated February 28, 1997 is being filed with the
Securities and Exchange Commission on behalf of each of the undersigned pursuant
to Rule 13d-1(f).
Dated: February 28, 1997
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
