SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PAXAR CORPORATION
(Name of Issuer)
COMMON STOCK, $0.10 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)
MARCH 20, 1996
(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 this 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 13 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.: 704227107000 Page 2 of 10 Pages
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), PF
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 7. Sole Voting Power: 187,900
Shares Beneficially
Owned by 8. Shared Voting Power: 1,864,450
Each Reporting
Person With 9. Sole Dispositive Power: 187,900
10. Shared Dispositive Power: 1,864,450
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,052,350 1,864,450
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
9.3%
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:
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 (see Instructions):
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 7. Sole Voting Power: 0
Shares Beneficially
Owned by 8. Shared Voting Power: 1,864,450
Each Reporting
Person With 9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 1,864,450
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,864,450
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
8.4%
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> 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.
[Items 3 is hereby amended so that, as amended, it
shall read in its entirety as follows:]
An aggregate of $25,704,788 of the funds of the
Managed Accounts (as hereinafter defined) and $1,527,862.00
of the personal fund of Mr. Smith was 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 1,952,350 shares of Common Stock in his capacity as
investment manager for certain managed accounts (the
"Managed Accounts"), and Mr. Tryforos beneficially owns
1,864,450 shares in his capacity as investment manager for
four of the Managed Accounts. In addition, Mr. Smith owns
100,000 shares of Common Stock for his own account. 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), certain
family members and trusts for the benefit of certain family
members of Mr. Smith, and a private charitable foundation
established by 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 has acquired his
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, none 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.
[Items 5(a), (b) and (c) are hereby amended so
that, as amended, they shall shall read in their 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, 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 -- 2,052,350 shares (9.3%); Mr. Tryforos -- 1,864,450
shares (8.4%). All of such shares are held in the Managed
Accounts, except for the 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 187,900 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 1,864,450 shares of Common Stock.
(c) During the 60 days preceding the date hereof,
the Reporting Persons purchased an aggregate of 267,800
shares of Common Stock on behalf of the Managed Accounts as
follows:
Number of
Date of Shares Price Per
Purchase Purchased Share
- - -------- --------- ---------
3/20/96 70,000 15.7500
3/15/96 25,000 15.7930
3/14/96 10,000 15.4650
3/13/96 25,000 14.7500
3/12/96 10,000 15.0000
3/11/96 10,000 14.9662
3/8/96 10,000 15.2500
3/5/96 10,000 15.1475
2/27/96 10,000 13.0000
2/22/96 12,000 13.2500
2/22/96 15,100 13.0000
2/13/96 5,000 13.3750
2/12/96 10,000 13.3140
2/8/96 8,400 13.6680
2/7/96 1,600 13.2600
2/6/96 5,000 13.1250
2/2/96 10,000 13.0000
1/16/96 5,000 13.7500
1/16/96 5,000 13.6250
1/15/96 550 13.7500
1/15/96 50 13.6250
12/22/95 100 13.6250
12/22/95 10,000 13.7000
All of the shares of Common Stock were purchased in
open market transactions on the New York Stock Exchange
except for the 70,000 shares of March 20, 1996 which were
purchased in a private transaction.
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 December 7, 1995 as required
by Rule 13d-1(f).
2. Agreement relating to the joint filing of
Amendment No. 1 to Schedule 13D dated March 26, 1996, 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 26, 1996
/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
December 7, 1995 as required by Rule
13d-1(f).
2. Agreement relating to the joint filing 10
of Amendment No. 1 to Schedule 13D dated
March 26, 1996 as required by Rule 13d-
1(f).
* Previously filed.
Exhibit 1
Joint Filing Agreement
The undersigned agree that the foregoing Statement
on Schedule 13D, dated March 26, 1996, is being filed with
the Securities and Exchange Commission on behalf of each of
the undersigned pursuant to Rule 13d-1(f).
Dated: March 26, 1996
/s/ Thomas W. Smith
Thomas W. Smith
/s/ Thomas N. Tryforos
Thomas N. Tryforos
