UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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 4, 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 [ ].
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 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
-0-
NUMBER OF
---- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,580,900
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,580,900
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,580,900
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
- ------- ------------------------------------------------------------------------
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 1,580,900
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,580,900
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,580,900
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
- ------- ------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value (the
"Common Stock") of Pre-Paid Legal Services, Inc., an Oklahoma corporation
whose principal executive offices are located at 321 E. Main, Ada, Oklahoma
74820.
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.
Item 3. Source and Amount of Funds or Other Consideration.
An aggregate of $25,375,296.30 of the funds of the Managed Accounts
(as hereinafter defined) were used to purchase the shares reported herein.
Item 4. Purpose of Transaction.
As set forth in Item 5, each of Mr. Smith and Mr. Tryforos
beneficially own 1,580,900 shares of Common Stock in his capacity as
investment manager for certain managed accounts (the "Managed Accounts").
The Managed Accounts consist of three private investment limited
partnerships of which each of the Reporting Persons is a general partner
and an employee profit-sharing plan of a corporation of which Mr. Smith is
the sole stockholder (for which the two Reporting Persons are trustees).
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.
(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 -- 1,580,900 shares
(7.3%); Mr. Tryforos -- 1,580,900 shares (7.3%). All of such shares are
held in the Managed Accounts.
(b) 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
1,580,900 shares of Common Stock.
(c) During the 60 days preceding the date hereof, the Reporting
Persons purchased an aggregate of 931,400 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>
12/16/96 57,700 17.1610
12/18/96 40,000 17.1500
12/19/96 10,000 17.5730
1/8/97 18,600 15.4470
1/9/97 1,000 15.7500
1/10/97 26,200 15.6950
1/13/97 42,600 15.6990
1/14/97 6,000 15.7500
1/15/97 3,100 15.7500
1/16/97 8,400 15.7500
1/17/97 1,500 15.7500
1/20/97 19,500 15.9630
1/21/97 4,400 16.2070
1/22/97 39,200 17.1340
1/23/97 29,500 17.8580
1/24/97 24,200 16.7190
1/27/97 16,300 16.5080
1/28/97 9,500 16.8430
1/30/97 20,000 17.3220
1/31/97 25,500 17.1580
2/3/97 8,300 17.2500
2/4/97 84,800 17.1330
2/5/97 54,900 17.2740
2/6/97 282,400 17.7040
2/7/97 20,000 18.5000
2/10/97 2,500 18.1250
2/11/97 40,000 18.2400
2/12/97 35,300 18.0840
</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 6. Contracts, Arrangements, Understandings or Relationships 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 February 13, 1997 as required by Rule 13d-1(f).
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 13, 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 10
filing of Statement on Schedule
13D dated February 13, 1997 as
required by Rule 13d-1(f).
<PAGE>
Exhibit 1
Joint Filing Agreement
----------------------
The undersigned agree that the foregoing Statement on Schedule
13D, dated February 13, 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 13, 1997
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
