UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 12, 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
205,950
NUMBER OF
---- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,826,000
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 205,950
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,826,000
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,031,950
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.42%
- ------- ------------------------------------------------------------------------
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
11,500
NUMBER OF
---- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,826,000
---- -----------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,500
---- -----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,826,000
- ------- ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,837,500
- ------- ------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------- ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.52%
- ------- ------------------------------------------------------------------------
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 $31,380,854.35 of the funds of the Managed Accounts (as
hereinafter defined), $1,699,182 of the personal funds of Mr. Smith and
$203,499.10 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 1,931,950 shares of
Common Stock in his capacity as investment manager for certain managed accounts
(the "Managed Accounts") and Mr. Tryforos beneficially owns 1,826,000 shares in
his capacity as investment manager for three of the Managed Accounts
(collectively, the "Managed Accounts' Shares"). 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) certain family members and trusts for the benefit of certain
family members of Mr. Smith and a private charitable foundation established by
Mr. Smith. In addition, Mr. Smith owns 100,000 shares of common stock for his
own account and Mr. Tryforos owns 11,500 shares for his own account
(collectively, the "Personal Shares"). 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
Tryforos have acquired their 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
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 -- 2,031,950 shares (9.42%); Mr. Tryforos -- 1,837,500 shares
(8.52%). 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 205,950 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 11,500 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 1,826,000 shares of Common
Stock.
(c) Since the date of the previous filing, the Reporting Persons purchased
an aggregate of 249,900 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>
2/28/97 32,600 15.8970
3/3/97 800 15.8750
3/6/97 2,800 17.5441
3/7/97 22,200 17.6500
3/7/97 11,900 17.6200
3/10/97 8,100 17.5810
3/11/97 21,500 17.8470
3/12/97 38,500 17.9420
</TABLE>
In addition, Mr. Smith purchased 9,400 shares at a price of $15.983 per share on
March 3, 1997, 41,300 shares at a price of $16.939 per share on March 4, 1997
and 49,300 shares at a price of $17.127 per share on March 5, 1997; and Mr.
Tryforos purchased 3,200 shares at a price of $17.673 per share on March 6, 1997
and 8,300 shares at a price of $17.6250 per share on March 6, 1997.
(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).
3. Agreement relating to the joint filing of Amendment No. 2 to the
Statement on Schedule 13D dated March 14, 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: March 14, 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 *
filing of Amendment No. 1 to the
Statement on Schedule 13D dated
February 28, 1997 as required by
Rule 13d-1(f).
3. Agreement relating to the joint 9
filing of Amendment No. 2 to the
Statement on Schedule 13D dated
March 14, 1997 as required by
Rule 13d-1(f).
- --------
* Previously filed
<PAGE>
Exhibit 3
Joint Filing Agreement
The undersigned agree that the foregoing Amendment No. 2 to
the Statement on Schedule 13D, dated March 14, 1997 is being filed with the
Securities and Exchange Commission on behalf of each of the undersigned pursuant
to Rule 13d-1(f).
Dated: March 14, 1997
/s/ Thomas W. Smith
---------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
---------------------------
Thomas N. Tryforos
