Unassociated Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
 
Pre-Paid Legal Services, Inc. 
(Name of Issuer)
 
Common Stock, $0.01 par value
 (Title of Class of Securities)
 
740065 10 7
 (CUSIP Number)
 
Thomas W. Smith
323 Railroad Avenue
Greenwich, CT  06830
(203) 661-1200
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 8, 2008
 (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).

 
 
 
Page 2 of 10
 
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
 
823,930
  
8
SHARED VOTING POWER
 
1,809,415
  
9
SOLE DISPOSITIVE POWER
 
1,011,830
  
10
SHARED DISPOSITIVE POWER
 
1,809,415
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,821,245
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
24.3%
14
TYPE OF REPORTING PERSON
 
IN

 
 
 
Page 3 of 10
 
CUSIP No.  740065 10 7

 
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
 
1,809,415
  
9
SOLE DISPOSITIVE POWER
 
20,100
  
10
SHARED DISPOSITIVE POWER
 
1,809,415
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,829,515
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.7%
14
TYPE OF REPORTING PERSON
 
IN

 
 
 
Page 4 of 10
 
CUSIP No.  740065 10 7

 
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
 
1,744,415
  
9
SOLE DISPOSITIVE POWER
 
0
  
10
SHARED DISPOSITIVE POWER
 
1,744,415
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,744,415
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.0%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
Page 5 of 10
 
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
 
688,434
  
8
SHARED VOTING POWER
 
0
  
9
SOLE DISPOSITIVE POWER
 
688,434
  
10
SHARED DISPOSITIVE POWER
 
0
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
688,434
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
Not Applicable
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.9%
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)
 
8.7%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
Page 7 of 10
 
 
Explanatory Note:
 
The following constitutes Amendment No. 5 ("Amendment") to the joint filing on Schedule 13D by Thomas W. Smith, Scott J. Vassalluzzo, 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 and Amendment No. 4 filed on July 11, 2008 (the “Original Schedule 13D").  The Original Schedule 13D is being further amended to reflect a reduction in the number of shares being reported as beneficially owned hereunder.
 
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 2,821,245, 1,829,515 and 1,744,415 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, (iii) a private charitable foundation established by Mr. Smith and for which Mr. Smith acts as trustee, and (iv) 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 807,500 and 9,000 shares of Common Stock, respectively, for their own accounts (collectively, the "Personal Shares").  The 2,024,845 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.  Based on market conditions, an evaluation of alternative investments and such other factors as may be considered relevant, the Reporting Persons may purchase or sell Common Stock from time to time on terms considered desirable by the Reporting Persons. 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.  In addition, each Reporting Person disclaims any obligation to report any plan or proposal known to such Reporting Person solely as a result of Mr. Smith's position as a director of the Issuer and his participation in such capacity in decisions involving an action or event described in clauses (a) through (j) in Item 4 of Schedule 13D.
 
 
 
 
Page 8 of 10

 
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 11,616,604 shares of Common Stock reported as outstanding in the Issuer's quarterly report on Form 10-Q filed on October 28, 2008, the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons is as follows: Mr. Smith – 2,821,245 shares (24.3%); Mr. Vassalluzzo – 1,829,515 shares (15.7%); Mr. Fischer – 1,744,415 shares (15.0%); Idoya Partners – 688,434 shares (5.9%); and Prescott Associates – 1,014,675 shares (8.7%).
 
(b)           Messrs. Smith and Vassalluzzo have the sole power to vote or to direct the vote of 823,930 and 9,000 shares of Common Stock, respectively, and to dispose or to direct the disposition of 1,011,830 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 688,434 and 1,014,675 shares of Common Stock, respectively.  Of the 2,024,845 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 1,809,415, 1,809,415 and 1,744,415 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)           Except for the sales of Common Stock by Idoya Partners set forth below, during the sixty (60) days prior to the date of this filing, the Reporting Persons effected no transactions involving shares of Common Stock.
 

Sales of Common Stock by Idoya Partners
Trade Date
No. of Shares
Price per share
Total
Sale Price
12/04/2008
14,900
$38.54
$   574,246.00
12/05/2008
29,200
  36.64
   1,069,888.00
12/08/2008
3,600
  37.33
     134,388.00
12/08/2008
3,022
  37.14
     112,237.08
12/08/2008
150,000
  35.08
   5,262,000.00
12/09/2008
100,000
  37.73
   3,773,000.00
12/10/2008
52,300
  38.02
   1,988,446.00

 
Item 7.
Material to Be Filed as Exhibits
 
1.           Agreement relating to the joint filing of this statement on Schedule 13D/A dated December ___, 2008.
 
 
 
 
Page 9 of 10
 
 
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: December 12, 2008
 

/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

 
 
 
Page 10 of 10
 
 
 Exhibit 1
 
Joint Filing Agreement
 
The undersigned agree that the foregoing statement on Schedule 13D/A, dated December 12, 2008, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).
 
Dated: December 12, 2008
 

/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