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Page 1 of 12 Pages
Exhibit Index Appears on Page 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COUNTRYWIDE MORTGAGE INVESTMENTS, INC.
(Name of Issuer)
COMMON STOCK, $.01 par value
(Title of Class of Securities)
126692102
(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)
August 19, 1994
(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
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. 126692102 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. 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
NUMBER OF 30,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,218,600
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 30,000
WITH
10 SHARED DISPOSITIVE POWER
1,218,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,248,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 126692102 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward J. McAree
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
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,218,600
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
1,218,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,218,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 126692102 Page 4 of 12 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*
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
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,218,600
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
1,218,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,218,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 5 of 12 Pages
Preliminary Note
This Statement constitutes Amendment No. 1 to the Schedule 13D filed
by Mr. Thomas W. Smith on September 16, 1993.
Items 1, 3, 4, 5 and 7 are hereby amended as set forth below. For
purposes of the EDGAR filing, Items 2 and 6 are restated.
-----------------------------------------------
Item 1. Security and Issuer.
[Item 1 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
This statement relates to the common stock, par value $0.01 (the
"Common Stock") of Countrywide Mortgage Investments, Inc., a Delaware
corporation whose principal executive offices are located at 35 North Lake
Avenue, Pasadena, CA 91101-1857.
Item 2. Identity and Background.
(a) - (f) This statement is filed jointly by Thomas W. Smith, Edward
J. McAree 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 any two or more of the Reporting Persons comprises a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended. During the last five years, none of the Reporting Persons has
been convicted in a
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Page 6 of 12 Pages
criminal proceeding (excluding traffic violations and similar misdemeanors) nor
has any 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.
[Item 3 is hereby amended so that, as amended, it shall read in its
entirety as follows:]
An aggregate of $13,221,344 of the funds of the Managed Accounts (as
hereinafter defined) 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 1,248,600 shares
of Common Stock in his capacity as investment manager for certain managed
accounts (the "Managed Accounts"), and each of Mr. McAree and Mr. Tryforos
beneficially owns 1,218,600 shares in his capacity as investment manager for
three of the Managed Accounts. The Managed Accounts consist of three private
investment limited
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Page 7 of 12 Pages
partnerships of which each of the Reporting Persons is a general partner 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.
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.
[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 June 30,
1994 that 32,145,031 shares of Common Stock were outstanding as of June 30,
1994) of shares of Common Stock beneficially owned by each of the Reporting
Persons is as follows: Mr. Smith -- 1,248,600 shares (3.9%); Mr. McAree --
1,218,600 shares (3.8%); Mr.
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Page 8 of 12 Pages
Tryforos -- 1,218,600 shares (3.8%). 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 30,000 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 1,218,600
shares of Common Stock.
(c) During the 60 days preceding the date hereof, the Reporting
Persons sold an aggregate of 127,500 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 Sale Sold Price Per Share
- ------------ ---------------- ---------------
8/9/94 46,000 8.750
8/17/94 19,400 8.625
8/18/94 43,900 8.625
8/19/94 18,200 8.625
(d) The Managed Accounts have the right to receive dividends from,
and the proceeds from the sale of, the Managed Accounts' Shares.
(e) The Reporting Persons ceased to be the beneficial owner of
more than five percent of the outstanding shares of Common Stock on March 23,
1994.
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Page 9 of 12 Pages
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 or profits or loss, or the giving or withholding of proxies.
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 September 16, 1993 as required by Rule 13d-1(f).
2. Agreement relating to the joint filing of Amendment No. 1 to
Schedule 13D dated August 24, 1994 as required by Rule 13d-1(f).
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Page 10 of 12 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: August 24, 1994
/s/ Thomas W. Smith
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Thomas W. Smith
/s/ Edward J. McAree
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Edward J. McAree
/s/ Thomas N. Tryforos
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Thomas N. Tryforos
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Page 11 of 12 Pages
Exhibit Index
Sequentially
Document Numbered Page
- ------------------------------------------ -------------
1. Agreement relating to the joint
filing of Statement on Schedule 13D
dated September 16, 1993 as required
by Rule 13d-1(f). *
2. Agreement relating to the joint
filing of Amendment No. 1 to
Schedule 13D dated August 24, 1994
as required by Rule 13d-1(f). 12
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*Previously filed
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Page 12 of 12 Pages
Exhibit 2
Joint Filing Agreement
The undersigned agree that the foregoing Amendment No. 1 to Schedule
13D, dated August 24, 1994, is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: August 24, 1994
/s/ Thomas W. Smith
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Thomas W. Smith
/s/ Edward J. McAree
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Edward J. McAree
/s/ Thomas N. Tryforos
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Thomas N. Tryforos
