UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
PAXAR CORPORATION
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
704227107000
(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)
November 29, 1995
(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. |X| (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).
------------------------------
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CUSIP NO. 704227107000 Page 2 of 10 Pages
1. Name of Reporting Person/SS or IRS Identification Number
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
U.S.A.
Number of Shares 7. Sole Voting Power: 100
Beneficially Owned 8. Shared Voting Power: 1,784,450
by Each Reporting 9. Sole Dispositive Power: 100
Person With 10. Shared Dispositive Power 1,784,450
11. Aggregate Amount Owned by Each Reporting Person
1,784,550
12. Check Box if the Aggregate Amount in
Row 11 Excludes Certain Shares*
[ ]
13. Percent of Class Represented by amount in Row 11:
8.06%
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.
<PAGE>
CUSIP NO. 704227107000 Page 3 of 10 Pages
1. Name of Reporting Person/SS or IRS Identification Number
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(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
U.S.A.
Number of Shares 7. Sole Voting Power: 0
Beneficially Owned 8. Shared Voting Power: 1,784,450
by Each Reporting 9. Sole Dispositive Power: 0
Person With 10. Shared Dispositive Power 1,784,450
11. Aggregate Amount Owned by Each Reporting Person
1,784,450
12. Check Box if the Aggregate Amount in
Row 11 Excludes Certain Shares*
[ ]
13. Percent of Class Represented by amount in Row 11:
8.06%
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.
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Page 4 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.10 par value
(the "Common Stock") of Paxar Corporation, a New York corporation whose
principal executive offices are located at 105 Corporate Park Drive, White
Plains, NY 10604.
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.
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Page 5 of 10 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
An aggregate of $23,295,749 of the funds of the
Managed Accounts (as hereinafter defined) was used to
purchase the shares reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
As set forth in Item 5, Mr. Smith beneficially owns 1,784,550
shares of Common Stock in his capacity as investment manager for certain managed
accounts (the "Managed Accounts"), and Mr. Tryforos beneficially owns 1,784,450
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), and a trust for the benefit
of a family member of Mr. Smith (for which Mr. Smith is a trustee). 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, none of the
Reporting
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Page 6 of 10 Pages
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 22,144,432 shares of Common Stock were outstanding as of
September 30, 1995) of shares of Common Stock beneficially owned by each of the
Reporting Persons is as follows: Mr. Smith -- 1,784,550 shares (8.06%); Mr.
Tryforos -- 1,784,450 shares (8.06%). 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 100 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 1,784,450
shares of Common Stock.
(c) During the 60 days preceding the date hereof, the
Reporting Persons purchased an aggregate of 797,800 shares of Common Stock on
behalf of the Managed Accounts in open market transactions on the New York Stock
Exchange as follows:
NUMBER OF SHARES
DATE OF PURCHASE PURCHASED PRICE PER SHARE
11/27/95 100 $12.125
11/29/95 797,700 11.625
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Page 7 of 10 Pages
(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, 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 December 7, 1995 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: December 7, 1995
/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
1. Agreement relating to the joint 10
filing of Statement on Schedule
13D dated December 7, 1995 as
required by Rule 13d-1(f).
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Statement on Schedule
13D, dated December 7, 1995 is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: December 7, 1995
/s/ Thomas W. Smith
Thomas W. Smith
/s/ Thomas N. Tryforos
Thomas N. Tryforos
