Page 1 of 10
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)*
Pre-Paid
Legal Services, Inc.
(Name of
Issuer)
Common
Stock, $0.01 par value
(Title of
Class of Securities)
(CUSIP
Number)
Thomas
W. Smith
323
Railroad Avenue
Greenwich,
CT 06830
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 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).
CUSIP
No. 740065 10 7
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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 (SEE INSTRUCTIONS):
PF
and OO (Funds of Managed Accounts)
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
Not
Applicable
|
6
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
757,500
|
|
8
|
SHARED
VOTING POWER
1,609,415
|
|
9
|
SOLE
DISPOSITIVE POWER
842,500
|
|
10
|
SHARED
DISPOSITIVE POWER
1,609,415
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,451,915
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Scott J. Vassalluzzo
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
PF
and OO (Funds of Managed Accounts)
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
Not
Applicable
|
6
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
9,000
|
|
8
|
SHARED
VOTING POWER
1,609,415
|
|
9
|
SOLE
DISPOSITIVE POWER
20,100
|
|
10
|
SHARED
DISPOSITIVE POWER
1,609,415
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,629,515
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3
%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Steven M. Fischer
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO
(Funds of Managed Accounts)
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
Not
Applicable
|
6
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,544,415
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,544,415
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,544,415
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 740065 10 7
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Idoya Partners L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
Not
Applicable
|
6
|
CITIZEN
OR PLACE OF ORGANIZATION
New
York Limited Partnership
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
488,434
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
488,434
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,434
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 740065 10 7
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott Associates
L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
Not
Applicable
|
6
|
CITIZEN
OR PLACE OF ORGANIZATION
New
York Limited Partnership
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,014,675
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
1,014,675
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,014,675
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not
Applicable
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
|
The
following constitutes Amendment No. 7 ("
Amendment
") to the
joint filing on Schedule 13D by Thomas W. Smith, Scott J. Vassalluzzo, Steven M.
Fischer, Idoya Partners and Prescott Associates originally filed with the
Securities Exchange Commission on March 20, 2002, as amended by Amendment No. 1
filed on November 12, 2002, Amendment No. 2 filed on October 21, 2004, Amendment
No. 3 filed on February 3, 2005, Amendment No. 4 filed on July 11, 2008,
Amendment No. 5 filed on December 12, 2008 and Amendment No. 6 filed on March 3,
2010 (the “
Original
Schedule 13D
").
The
Original Schedule 13D is hereby amended as follows:
Item
4.
Purpose
of Transaction
Item 4 of
the Original Schedule 13D is hereby amended and restated in its entirety as
follows:
As
described more fully in Item 5 below, Messrs. Smith, Vassalluzzo and Fischer
beneficially own 2,451,915, 1,629,515 and 1,544,415 shares of Common Stock,
respectively, in their capacity as investment managers for Idoya Partners,
Prescott Associates and other managed accounts (the "
Managed
Accounts
"). The Managed Accounts consist of investment
accounts for: (i) three private investment limited partnerships (including Idoya
Partners and Prescott Associates) for which Messrs. Smith, Vassalluzzo and
Fischer are each a general partner, (ii) an employee profit-sharing plan of a
corporation wholly-owned by Mr. Smith and for which Messrs. Smith and
Vassalluzzo are each a trustee, and (iii) certain family members of Messrs Smith
and Vassalluzzo and trusts for the benefit of certain family members of Mr.
Smith. In addition, Messrs. Smith and Vassalluzzo own 757,500 and
9,000 shares of Common Stock, respectively, for their own accounts
(collectively, the "
Personal
Shares
"). The 1,705,515 shares of Common Stock owned by the
Managed Accounts (the "
Managed Account
Shares
") were acquired by the Reporting Persons on behalf of the Managed
Accounts for the purpose of achieving the investment goals of the Managed
Accounts. Messrs. Smith and Vassalluzzo acquired the Personal Shares
for investment purposes.
Mr.
Smith, who has served on the Board of Directors of the Issuer since October 4,
2004, resigned from the Board of Directors effective March 2, 2010.
The
Reporting Persons are evaluating their position in the Company and expect to
engage in open market sales, including sales made pursuant to Rule 144, and to
consider other strategic transactions, which could involve a disposition of some
or all of their shares. Any actions taken by the Reporting Persons
will be dependent upon market conditions, the evaluation of alternative
investments and such other factors as may be considered
relevant. Based on such factors, the Reporting Persons may also
purchase Common Stock from time to time on terms considered desirable by the
Reporting Persons. In addition, the Reporting Persons may talk or
hold discussions with various parties, including, but not limited to, the
Issuer's management, its board of directors, and other shareholders and third
parties, for the purpose of developing and implementing strategies to maximize
shareholder value, including strategies that may, in the future, result in the
occurrence of one or more of the actions or events enumerated in clauses (a)
through (j) of Item 4 of Schedule 13D. Subject to the foregoing, none
of the Reporting Persons has any present plan or proposal which relates 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 of the original Schedule 13D is
hereby amended and restated in its entirety as follows:
(a) Based
on the 10,010,166 shares of Common Stock reported as outstanding as
of April 21, 2010 in the Issuer’s Form 10-Q filed with the Securities and
Exchange Commission on April 27, 2010, the aggregate number and percentage of
shares of Common Stock beneficially owned by each of the Reporting Persons is as
follows: Mr. Smith – 2,451,915 shares (24.5%); Mr. Vassalluzzo – 1,629,515
shares (16.3%); Mr. Fischer – 1,544,415 shares (15.4%); Idoya Partners – 488,434
shares (4.9%); and Prescott Associates – 1,014,675 shares (10.1%).
(b) Messrs.
Smith and Vassalluzzo have the sole power to vote or to direct the vote of
757,500 and 9,000 shares of Common Stock, respectively, and to dispose or to
direct the disposition of 842,500 and 20,100 shares of Common Stock,
respectively. Mr. Fischer has the sole power to vote or to direct the
vote and to dispose or direct the disposition of no shares. Idoya
Partners and Prescott Associates have the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of 488,434 and
1,014,675 shares of Common Stock, respectively. Of the 1,705,515
shares of Common Stock owned by the Managed Accounts, Messrs. Smith, Vassalluzzo
and Fischer share the power to vote or to direct the vote of and dispose or to
direct the disposition of 1,609,415, 1,609,415 and 1,544,415 shares of Common
Stock, respectively. Idoya Partners and Prescott Associates do not
share the power to vote or to direct the vote and dispose or to direct the
disposition of any Common Stock.
(c) During
the sixty (60) days prior to the date of this filing, the Reporting Persons
effected no transactions involving shares of Common Stock other than the
following, which were effected as open market sales on the New York Stock
Exchange:
|
|
|
|
|
|
|
|
Thomas
W. Smith*
|
06/17/2010
|
3,161
|
$48.83
|
|
|
|
|
Thomas
W. Smith*
|
06/18/2010
|
11,839
|
48.74
|
|
|
|
|
Thomas
W. Smith*
|
06/21/2010
|
15,000
|
47.66
|
|
|
|
|
Thomas
W. Smith*
|
06/22/2010
|
9,600
|
47.50
|
|
|
|
|
Thomas
W. Smith*
|
06/23/2010
|
4,185
|
46.00
|
|
|
|
|
Thomas
W. Smith*
|
06/24/2010
|
6,215
|
45.02
|
*Sales
effected by Managed Account over which Mr. Smith has investment
authority.
Item
7.
Material
to Be Filed as Exhibits
1. Agreement
relating to the joint filing of this statement on Schedule 13D/A dated June 25,
2010.
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:
June 25, 2010
|
/s/ Thomas W. Smith
|
|
Thomas W. Smith
|
|
|
|
/s/ Scott J. Vassalluzzo
|
|
Scott J. Vassalluzzo
|
|
|
|
/s/ Steven M. Fischer
|
|
Steven M. Fischer
|
|
|
|
|
|
IDOYA PARTNERS L.P.
|
|
|
|
/s/ Thomas W. Smith
|
|
By:
Thomas W. Smith
|
|
Its:
General Partner
|
|
|
|
PRESCOTT ASSOCIATES L.P.
|
|
|
|
/s/ Thomas W. Smith
|
|
By:
Thomas W. Smith
|
|
Its: General
Partner
|
Joint Filing
Agreement
The
undersigned agree that the foregoing statement on Schedule 13D/A, dated June 25,
2010, is being filed with the Securities and Exchange Commission on behalf of
each of the undersigned pursuant to Rule 13d-1(k).
Dated: June
25, 2010
|
/s/ Thomas W. Smith
|
|
Thomas W. Smith
|
|
|
|
/s/ Scott J. Vassalluzzo
|
|
Scott J. Vassalluzzo
|
|
|
|
/s/ Steven M. Fischer
|
|
Steven M. Fischer
|
|
|
|
|
|
IDOYA PARTNERS L.P.
|
|
|
|
/s/ Thomas W. Smith
|
|
By:
Thomas W. Smith
|
|
Its:
General Partner
|
|
|
|
PRESCOTT ASSOCIATES L.P.
|
|
|
|
/s/ Thomas W. Smith
|
|
By:
Thomas W. Smith
|
|
Its: General
Partner
|
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