UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 24)*
A. O. SMITH
CORPORATION
(Name of Issuer)
Class A Common
Stock, $5.00 par value
(Title of Class of Securities)
831-865-10-0
(CUSIP
Number)
Check the following box if a fee is
being paid with this statement /_/. (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.)
*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).
(Continued on following
page(s))
| CUSIP No. 831-865-10-0 |
13G |
| 1 |
NAME
OF REPORTING PERSON
S.S. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON |
| Smith Investment Company |
IRS ID #39-6043416 |
| Lloyd B. Smith |
| Arthur O. Smith |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| Smith Investment Company |
- Nevada |
| Lloyd B. Smith |
- United States |
| Arthur O. Smith |
- United States |
| NUMBER OF |
5 SOLE VOTING POWER |
SHARES |
Smith Investment Company - 8,067,252 |
BENEFICIALLY |
6 SHARED VOTING POWER |
OWNED BY |
-0- |
EACH |
7 SOLE DISPOSITIVE POWER |
REPORTING |
Smith Investment Company - 8,067,252 |
PERSON |
8 SHARED DISPOSITIVE POWER |
WITH |
-0- |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| Smith Investment Company |
- 8,067,252 |
| Lloyd B. Smith |
- 0 |
| Arthur O. Smith |
- 0 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| Lloyd B. Smith |
/x/ |
| Arthur O. Smith |
/x/ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| Smith Investment Company |
- 94.9 |
| Lloyd B. Smith |
- 0 |
| Arthur O. Smith |
- 0 |
| 12 |
TYPE
OF REPORTING PERSON* |
| Smith Investment Company |
- CO |
| Lloyd B. Smith |
- IN |
| Arthur O. Smith |
- IN |
* SEE INSTRUCTIONS
BEFORE FILLING OUT!
| Item 1(a) |
Name of Issuer: |
| Item 1(b) |
Address of Issuer's Principal Executive Officers: |
| |
11270
West Park Place
Milwaukee, Wisconsin 53224 |
| Item 2(a) |
Name of Person Filing: |
| Smith Investment Company |
IRS ID# 39-6043416 |
| Lloyd B. Smith |
| Arthur O. Smith |
| Item 2(b) |
Address of Principal Business Office or, if note, Residence: |
| |
Smith Investment Company
11270 West Park Place
Milwaukee, Wisconsin 53224 |
| |
Lloyd B. Smith
11270 West Park Place
Milwaukee, Wisconsin 53224 |
| |
Arthur O. Smith
11270 West Park Place
Milwaukee, Wisconsin 53224 |
| |
Nevada -- Smith Investment Company
United States -- Lloyd B. Smith and Arthur O. Smith |
| Item 2(d) |
Title of Class or Securities: |
| |
Class A Common Stock, $5.00 par value |
| Item 3 |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the
person filing is a: |
| |
As
of December 31, 2003, Smith Investment Company owned 8,067,252 shares of A. O. Smith
Corporation Class A Common Stock or approximately 94.9% of the outstanding stock. Smith
Investment Company has sole power to vote and dispose of such shares.
|
| |
Mr. Arthur
O. Smith is a director of Smith Investment Company. He retired as Chairman
and Chief Executive Officer of Smith Investment Company in January 1999.
During 1993, Mr. Lloyd B. Smith retired as Vice President and a director
of Smith Investment Company.
|
| |
On
December 31, 2003, Arthur O. Smith owned beneficially 198,233 shares, and his wife owned
of record and beneficially 6,970 shares of the outstanding common stock of Smith
Investment Company (“SICO”) and 436,918 shares were held in various trusts for
the benefit of the wife and issue of Arthur O. Smith. On December 31, 2003, Lloyd B.
Smith owned beneficially 1,924 shares of the outstanding common stock of SICO and 631,786
shares were held in various trusts for the benefit of the wife and issue of Lloyd B. Smith.
In addition, Messrs. Smith were trustees of various trusts for the benefit of persons
other than themselves, their wives and issue, which trusts held an aggregate of 965,112
shares of the common stock of SICO outstanding on December 31, 2003. Messrs. Smith have
shared investment and voting power on all trusts for which they are co-trustees. On all
other trusts one or the other shares trust powers with at least one other person. The
shares of common stock of SICO held beneficially by Messrs. Smith and their wives,
together with shares held by Messrs. Smith in trust for others comprised 67.6% of the
3,317,066 outstanding shares of common stock of SICO on December 31, 2003.
Messrs. Smith disclaim that any of the foregoing interests in the common stock of SICO
constitute beneficial ownership of any Class A Common Stock of A. O. Smith Corporation.
|
| Item 5 |
Ownership of Five Percent or Less of a Class: |
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company: |
| Item 8 |
Identification and Classification of Members of the Group: |
| Item 9 |
Notice of Dissolution of Group: |
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.
| |
SMITH INVESTMENT COMPANY |
|
/s/ Bruce M. Smith |
| |
Bruce M. Smith, Chairman & CEO |
| |
January 27, 2004 |
|
/s/ Lloyd B. Smith |
| |
Lloyd B. Smith |
| |
January 27, 2004 |
|
/s/ Arthur O. Smith |
| |
Arthur O. Smith |
| |
January 27, 2004 |