Page 1 of 11 Pages
Exhibit Index Appears on Page 10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
R.P. Scherer Corporation
(Name of Issuer)
Common Stock, par value $0.01 par value
(Title of Class of Securities)
806528105
(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)
February 13, 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 [x].
(A fee is not required only if the filing 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>
SCHEDULE 13D
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CUSIP NO. 806528105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
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 SHARES 7 SOLE VOTING POWER 250,880
BENEFICIALLY 8 SHARED VOTING POWER 930,400
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 250,880
REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 930,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,181,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
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>
SCHEDULE 13D
Page 3 of 11 Pages
CUSIP NO. 806528105
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
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), 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 SHARES 7 SOLE VOTING POWER 2,400
BENEFICIALLY 8 SHARED VOTING POWER 930,400
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 2,400
REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 930,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.98%
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>
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.01 par value
(the "Common Stock") of R.P. Scherer Corporation, a Delaware corporation whose
principal executive offices are located at 2075 West Big Beaver Road, Troy,
Michigan 48084.
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.
<PAGE>
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
An aggregate of $41,872,221.20 of the funds of the
Managed Accounts (as hereinafter defined), $8,321,440.60 of
the personal funds of Mr. Smith, and $100,440.00 of the
personal funds of Mr. Tryforos were used to purchase the
shares reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
As set forth in Item 5, Mr. Smith beneficially owns 981,280
shares of Common Stock in his capacity as investment manager for certain managed
accounts (the "Managed Accounts"), and Mr. Tryforos beneficially owns 930,400
shares in his capacity as investment manager for four of the Managed Accounts.
In addition, Mr. Smith owns 200,000 shares of Common Stock for his own account
and Mr. Tryforos owns 2,400 shares of Common Stock for his own account (the
"Personal Shares"). 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), a
private investment general partnership of which Mr. Smith is a general partner,
certain family members, 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 and Mr. Tryforos have
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acquired their respective Personal Shares for investment purpose. 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.
(a) The aggregate number and percentage (based upon
information included in the Form 10-Q filed by the issuer for the quarter ended
December 31, 1995 that 23,424,261 shares of Common Stock were outstanding as of
February 8, 1996) of shares of Common Stock beneficially owned by each of the
Reporting Persons is as follows: Mr. Smith -- 1,181,280 (5.04%); Mr. Tryforos --
932,800 shares (3.98%). 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 250,880 shares of Common Stock. Mr. Tryforos
has the sole power with respect to 2,400 shares of Common
Stock. Each of the Reporting Persons has shared power to
<PAGE>
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vote or to direct the vote and shared power to dispose or to direct the
disposition of 930,400 shares of Common Stock.
(c) During the 60 days preceding the date hereof, the
Reporting Persons purchased an aggregate of 454,775 shares of Common Stock on
behalf of the Managed Accounts in open market transactions on the New York Stock
Exchange as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES
DATE OF PURCHASE PURCHASED PRICE PER SHARE
- ---------------- ----------------- ---------------
<S> <C> <C>
1/15/96 60 43.8750
1/26/96 50,000 38.9510
1/30/96 50,000 39.4750
2/1/96 70,000 39.0714
2/2/96 50,000 39.6250
2/5/96 80,000 39.4845
2/5/96 40 39.7500
2/5/96 75 39.5000
2/6/96 5,600 39.2500
2/7/96 86,500 39.1250
2/7/96 2,000 39.0000
2/7/96 2,000 38.8125
2/8/96 2,000 39.8750
2/9/96 6,500 40.2500
2/9/96 1,000 40.1250
2/9/96 1,000 39.6250
2/12/96 3,000 41.2500
2/13/96 40,000 40.7530
2/13/96 5,000 40.7500
</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 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,
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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 22, 1996 as required by
Rule 13d-1(f).
<PAGE>
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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 22, 1996
/s/ Thomas W. Smith
Thomas W. Smith
/s/ Thomas N. Tryforos
Thomas N. Tryforos
<PAGE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
DOCUMENT NUMBERED PAGE
<S> <C> <C>
1. Agreement relating to the joint 11
filing of Statement on Schedule
13D dated February 22, 1996 as
required by Rule 13d-1(f).
</TABLE>
<PAGE>
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Statement on Schedule
13D, dated February 22, 1996, is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: February 22, 1996
/s/ Thomas W. Smith
Thomas W. Smith
/s/ Thomas N. Tryforos
Thomas N. Tryforos
<PAGE>
