UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 26)*
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 persons 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 |
|
Bruce M. 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 |
|
Bruce M. 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 |
|
Bruce M. Smith |
- 0 |
|
Arthur O. Smith |
- 0 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
|
Bruce M. Smith |
/x/ |
|
Arthur O. Smith |
/x/ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
Smith Investment Company |
- 95.3 |
|
Bruce M. Smith |
- 0 |
|
Arthur O. Smith |
- 0 |
12 |
TYPE
OF REPORTING PERSON* |
|
Smith Investment Company |
- CO |
|
Bruce M. 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 |
|
Bruce M. 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 |
|
Bruce
M. Smith 11270 West Park Place Milwaukee, Wisconsin 53224 |
|
Arthur
O. Smith 11270 West Park Place Milwaukee, Wisconsin 53224 |
|
Nevada
Smith Investment Company United States Bruce M. 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, 2005, Smith Investment Company owned 8,067,252 shares of A. O. Smith
Corporation Class A Common Stock or approximately 95.3% of the outstanding stock. Smith
Investment Company has sole power to vote and dispose of such shares.
|
|
Mr. Bruce
M. Smith is Chairman and Chief Executive Officer of Smith Investment
Company and is a director of A. O. Smith Corporation. 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.
|
|
On
December 31, 2005, Bruce M. Smith owned beneficially 76,059 shares of the outstanding
common stock of Smith Investment Company (SICO) and 102,009 shares were held
in various trusts for the benefit of the wife and issue of Bruce M. Smith. On
December 31, 2005, Arthur O. Smith owned beneficially 184,293 shares, and his wife owned
of record and beneficially 6,970 shares of the outstanding common stock of SICO and
450,857 shares were held in various trusts for the benefit of the wife and issue of
Arthur O. 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 1,301,562 shares of the common stock of SICO outstanding on December 31,
2005. 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
64.0% of the 3,317,066 outstanding shares of common stock of SICO on
December 31, 2005. 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 |
|
February 10, 2006 |
|
/s/ Bruce M. Smith |
|
Bruce M. Smith |
|
February 10, 2006 |
|
/s/ Arthur O. Smith |
|
Arthur O. Smith |
|
February 10, 2006 |