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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. )*
INTERNATIONAL IMAGING MATERIALS, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
45968C108000
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(CUSIP Number)
Mr. Thomas W. Smith
323 Railroad Avenue
Greenwich, CT 06830
203-661-1200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 28, 1996
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(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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SCHEDULE 13D
CUSIP NO. 45968C108000 PAGE 2 OF 10 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Smith
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 (Funds of Managed Accounts)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 434,300
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
434,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
- --------------------------------------------------------------------------------
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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SCHEDULE 13D
CUSIP NO. 45968C108000 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas N. Tryforos
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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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
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 434,300
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
434,300
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
- --------------------------------------------------------------------------------
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, $.01 par value
(the "Common Stock") of International Imaging Materials, Inc., a Delaware
corporation whose principal executive offices are located at 310 Commerce Drive,
Amherst, NY 14228.
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 $10,424,978.22 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, each of Mr. Smith and Mr. Tryforos
beneficially owns 434,300 shares of Common Stock in his capacity as investment
manager for certain managed accounts (the "Managed Accounts"). The Managed
Accounts consist of three private investment limited partnerships of which each
of the Reporting Persons is a general partner. 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, 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.
(a) The aggregate number and percentage (based upon
information included in the Form 10-Q filed by the
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Page 6 of 10 Pages
issuer for the quarter ended July 2, 1996 that 8,661,291 shares of Common Stock
were outstanding as of August 5, 1996) of shares of Common Stock beneficially
owned by each of the Reporting Persons is as follows: Mr. Smith -- 434,300
shares (5.01%); Mr. Tryforos -- 434,300 shares (5.01%). All of such shares are
held in the Managed Accounts.
(b) During the 60 days preceding the date hereof, the
Reporting Persons purchased an aggregate of 434,300 shares of Common Stock on
behalf of the Managed Accounts in open market transactions on the
over-the-counter market as follows:
NUMBER OF SHARES
DATE OF PURCHASE PURCHASED PRICE PER SHARE
- ---------------- ----------------- ---------------
10/28/96 100,000 $23.0600
10/25/96 69,000 23.7409
10/24/96 7,300 24.1250
10/23/96 100,500 24.7404
10/22/96 7,800 24.7139
10/21/96 5,000 23.4750
10/18/96 99,500 24.2500
10/17/96 15,200 24.2500
10/15/96 30,000 23.5000
(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 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,
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Page 7 of 10 Pages
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 November 6, 1996 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: November 6, 1996
/s/ Thomas W. Smith
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Thomas W. Smith
/s/ Thomas N. Tryforos
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Thomas N. Tryforos
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Page 9 of 10 Pages
EXHIBIT INDEX
SEQUENTIALLY
DOCUMENT NUMBERED PAGE
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99.1 Agreement relating to the joint 10
filing of Statement on Schedule
13D dated November 6, 1996 as
required by Rule 13d-1(f).
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Page 10 of 10 Pages
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Statement on Schedule
13D, dated November 6, 1996 is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: November 6, 1996
/s/ Thomas W. Smith
-------------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------------
Thomas N. Tryforos
