W Holding CO Inc - Amended Statement of Ownership (SC 13G/A)
July 11 2008 - 5:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
W
HOLDING CO INC
(Name
of
Issuer)
Common
Stock, $1.00 par value
(Title
of
Class of Securities)
929251
10 6
(CUSIP
Number)
July
1, 2008
(Date
of
Event which Requires filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
*
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 in 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.
929251 10 6
|
|
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)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,918,205
|
6
|
SHARED
VOTING POWER
8,225,869
|
7
|
SOLE
DISPOSITIVE POWER
4,164,898
|
8
|
SHARED
DISPOSITIVE POWER
8,225,869
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,390,767
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No.
929251 10 6
|
|
1
|
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)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
650,000
|
6
|
SHARED
VOTING POWER
8,225,869
|
7
|
SOLE
DISPOSITIVE POWER
1,587,867
|
8
|
SHARED
DISPOSITIVE POWER
8,225,869
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,813,736
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
929251 10 6
|
|
1
|
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)
o
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
7,806,819
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.7%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
Explanatory
Note:
This
Amendment No. 3 to the joint filing on Schedule13G made by Thomas W. Smith
and
Scott J. Vassalluzzo with the Securities and Exchange Commission relating to
the
common stock, par value $1.00 per share, of W Holding Company, is being filed
to
add Steven M. Fischer as a joint filer.
ITEM
1.
|
(a)
|
Name
of Issuer:
|
W
HOLDING
COMPANY, INC
|
(b)
|
Address
of Issuer's Principal Executive
Offices:
|
19
West
McKinley Street
Mayagüez,
Puerto Rico 00680
ITEM
2.
|
(a)
|
Name
of Person Filing:
|
|
(ii)
|
Scott
J. Vassalluzzo
|
The
filing of this Statement shall not be deemed to be an admission that the filing
persons (the “Reporting Persons”) comprise a “group” within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The
Reporting Persons each disclaim beneficial ownership of the shares reported
in
this Schedule 13G in excess of those shares as to which they have or share
voting or investment authority.
|
(b)
|
Address
of Principal Business
Office:
|
The
following is the address of the principal business office of each of the
Reporting Persons:
323
Railroad Avenue
Greenwich,
CT 06830
Each
of
Thomas W. Smith, Scott J. Vassalluzzo and Steven M. Fischer is a United States
citizen.
|
(d)
|
Title
of Class of Securities:
|
Common
Stock, par value $1.00 per share.
929251
10
6
ITEM
3.
|
If
this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is
a:
|
Not
applicable.
If
this Statement is filed pursuant to Rule 13d-1(c), check this box
[x]
|
(a)
|
Thomas
W. Smith - 12,390,767 shares; Scott J. Vassalluzzo - 9,813,736 shares;
Steven M. Fischer -
7,806,819
shares;
|
|
(b)
|
Thomas
W. Smith - 7.5%; Scott J. Vassalluzzo - 6.0%; Steven M. Fischer -
4.7%
|
|
(c)
|
Mr.
Thomas W. Smith has the sole power to vote or to direct the vote
of
2,918,205 shares and the sole power to dispose or to direct the
disposition of 4,164,898 shares. Mr. Scott J. Vassalluzzo has the
sole
power to vote or to direct the vote of 650,000 shares and the sole
power
to dispose or to direct the disposition of 1,587,867 shares. Mr.
Steven M.
Fischer has the sole power to vote or to direct the vote of and dispose
or
to direct the disposition of no shares. Messrs. Smith, Vassalluzzo
and
Fischer have the shared power to vote or dispose or to direct the
vote or
the disposal of 8,225,869, 8,225,869 and 7,806,819 shares,
respectively. Voting and investment authority over investment accounts
established for the benefit of certain family members and friends
of
Messrs. Smith and Vassalluzzo is subject to each beneficiary’s right to
terminate or otherwise direct the disposition of the investment account.
|
ITEM
5.
|
Ownership
of Five Percent or Less of a
Class
|
Not
applicable.
ITEM
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Messrs.
Smith, Vassalluzzo and Fischer in the aggregate beneficially own 10,548,634
shares in their capacities as investment managers for certain managed accounts.
The managed accounts have the right to receive dividends from, and the proceeds
from the sale of, the managed accounts’ shares. Voting and investment authority
over investment accounts established for the benefit of certain family members
and friends of Messrs. Smith and Vassalluzzo is subject to each beneficiary’s
right, if so provided, to terminate or otherwise direct the disposition of
the
managed account.
ITEM
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company
|
Not
applicable.
ITEM
8.
|
Identification
and Classification of Members of the
Group
|
Not
applicable.
ITEM
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with or
as a
participant in any transaction having that purpose or effect.
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:
July
11,
2008
/s/
Thomas W.
Smith
Thomas
W.
Smith
/s/
Scott J. Vassalluzzo
Scott
J.
Vassalluzzo
/s/
Steven M. Fischer
Steven
M.
Fischer
JOINT
FILING AGREEMENT
The
undersigned agree that the foregoing Amendment No. 3 to the Statement on
Schedule 13G, dated July 11, 2008, is being filed with the Securities and
Exchange Commission on behalf of each of the undersigned pursuant to Rule
13d-1(k)
Dated:
July 11, 2008
/s/
Thomas W.
Smith
Thomas
W.
Smith
/s/
Scott J. Vassalluzzo
Scott
J.
Vassalluzzo
/s/
Steven M. Fischer
Steven
M.
Fischer
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