View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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
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 SS ####-##-####
Arthur O. Smith SS ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable
3 SEC USE ONLY
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 - 5,378,168
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
EACH 7 SOLE DISPOSITIVE POWER
REPORTING Smith Investment Company - 5,378,168
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Smith Investment Company - 5,378,168
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 - 92.4%
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:
A. O. Smith Corporation
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 I.R.S. I.D. No. 39-6043416
Lloyd B. Smith -- S.S. No. ###-##-####
Arthur O. Smith -- S.S. No. ###-##-####
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
Item 2(c) Citizenship
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 2(e) CUSIP Number
831-865-10-0
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
Not applicable
Item 4. Ownership
As of December 31, 1997, Smith Investment Company owned
5,378,168 shares of A. O. Smith Corporation Class A Common Stock
or approximately 92.4% of the outstanding stock. Smith
Investment Company has sole power to vote and dispose of such
shares.
Mr. Arthur O. Smith is Chairman and Chief Executive Officer
and a director of Smith Investment Company; During 1993, Mr.
Lloyd B. Smith retired as Vice President and a director of Smith
Investment Company.
On December 31, 1997, Arthur O. Smith owned beneficially
118,445 shares, and his wife owned of record and beneficially
3,485 shares of the outstanding capital stock of Smith
Investment Company ("SICO") and 199,130 shares were held in
various trusts for the benefit of the wife and issue of
Arthur O. Smith. On December 31, 1997, Lloyd B. Smith owned
beneficially 962 shares of the outstanding capital stock of SICO
and 312,043 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 501,910 shares of the capital stock
of SICO outstanding on December 31, 1997. 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
capital stock of SICO held beneficially by Messrs. Smith and
their wives, together with shares held by Messrs. Smith in
trust for others comprised 68.5% of the 1,658,533 outstanding
shares of capital stock of SICO on December 31, 1997. Messrs.
Smith disclaim that any of the foregoing interests in the
capital 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:
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
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
Item 10 Certification
Not applicable
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/ Arthur O. Smith
Arthur O. Smith, Chairman & CEO
January 22, 1998
/s/ Lloyd B. Smith
Lloyd B. Smith
January 22, 1998
/s/ Arthur O. Smith
Arthur O. Smith
January 22, 1998