View:
SCHEDULE 13G
Amendment No. 4
Smith A O Corporation
common stock
Cusip # 831865209
Filing Fee: No
Cusip # 831865209
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: Commonwealth of Massachusetts
Item 5: 570,750
Item 6: None
Item 7: 2,665,050
Item 8: None
Item 9: 2,665,050
Item 11: 18.42%
Item 12: HC
Cusip # 831865209
Item 1: Reporting Person - Edward C. Johnson 3d - (Tax ID:
###-##-####)
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 2,665,050
Item 8: None
Item 9: 2,665,050
Item 11: 18.42%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Smith A O Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
11270 West Park Place, Suite 1200
Milwaukee, WI 53224
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
831865209
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-
2(b) and the person filing, FMR Corp., is a parent
holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 2,665,050
(b) Percent of Class: 18.42%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
570,750
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the
disposition of: 2,665,050
(iv) shared power to dispose or to direct the
disposition of: None
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.
Various persons have the right to receive or the
power to direct the receipt of dividends from, or
the proceeds from the sale of, the common stock of
Smith A O Corporation. The interest of one
person, Fidelity Magellan Fund, an investment
company registered under the Investment Company
Act of 1940, in the common stock of Smith A O
Corporation, amounted to 1,133,800 shares or 7.84%
of the total outstanding common stock at December
31, 1993.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of the
Group.
Not applicable, see attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such 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.
February 11, 1994
Date
/S/Arthur S. Loring
Signature
Arthur S. Loring, Vice
President
Name/Title
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, is
the beneficial owner of 2,018,800 shares or 13.96% of the
common stock outstanding of Smith A O Corporation ("the
Company") as a result of acting as investment adviser to
several investment companies registered under Section 8 of the
Investment Company Act of 1940. The number of shares of common
stock of Smith A O Corporation owned by the investment
companies at December 31, 1993 included 5,700 shares of common
stock resulting from the assumed conversion of 5,700 shares of
Class A Convertible Stock (1 share of common stock for each
share of the Class A Convertible Stock).
The ownership of one investment company, Fidelity Magellan
Fund, amounted to 1,133,800 shares or 7.84% of the common stock
outstanding. Fidelity Magellan Fund has its principal business
office at 82 Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d, FMR Corp., through its control of
Fidelity, and the Funds each has sole power to dispose of the
2,018,800 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the
Shares owned directly by the Fidelity Funds, which power
resides with the Funds' Boards of Trustees. Fidelity carries
out the voting of the Shares under written guidelines
established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR
Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, is the beneficial owner of
627,150 shares or 4.34% of the common stock outstanding of the
company as a result of its serving as investment manager of the
institutional account(s).
FMR Corp., through its control of Fidelity Management Trust
Company, has sole dispositive power over 627,150 Shares and
sole power to vote or to direct the voting of 551,650 shares,
and no power to vote or to direct the voting of 75,500 Shares
of common stock owned by the institutional account(s) as
reported above.
Edward C. Johnson 3d owns 34.0% of the outstanding voting
common stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR
Corp. Various Johnson family members and trusts for the
benefit of Johnson family members own FMR Corp. voting common
stock. These Johnson family members, through their ownership
of voting common stock, form a controlling group with respect
to FMR Corp.
Fidelity International Limited, Pembroke Hall, 42 Crowlane,
Hamilton, Bermuda, and various foreign-based subsidiaries
provide investment advisory and management services to a number
of non-U.S. investment companies (the "International Funds")
and certain institutional investors. Fidelity International
Limited is the beneficial owner of 19,100 shares or 0.13% of
the common stock outstanding of the company. Additional
information with respect to the beneficial ownership of
Fidelity International Limited is shown on Exhibit B, page 9.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to instructions in Item 7 of Schedule 13G, this
Exhibit has been prepared to identify Fidelity International
Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, a
Bermudian joint stock company incorporated for an unlimited
duration by private act of the Bermuda Legislature (FIL) and an
investment adviser to various investment companies (the
"International Funds") and certain institutional investors, as
the beneficial owner of 19,100 shares or 0.13% of the common
stock outstanding of Smith A O Corporation.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity Management & Research Company (Fidelity), a wholly-
owned subsidiary of FMR Corp. On that date, the shares of FIL
held by Fidelity were distributed, as a dividend, to the
shareholders of FMR Corp. FIL currently operates as an entity
independent of FMR Corp. and Fidelity. The International Funds
and FIL's other clients, with the exception of Fidelity and an
affiliated company of Fidelity, are non-U.S. entities.
A partnership controlled by Edward C. Johnson 3d and
members of his family owns shares of FIL voting stock with the
right to cast approximately 48.879% of the total votes which
may be cast by all holders of FIL voting stock. Mr. Johnson 3d
is Chairman of FMR Corp. and FIL. FMR Corp. and FIL are
separate and independent corporate entities. FMR Corp. and FIL
are managed independently and their Boards of Directors are
generally composed of different individuals. Their investment
decisions are made independently, and their clients are
different organizations.
FMR Corp. and FIL are of the view that they are not acting
as a "group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934" Act) and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the shares
held by the other corporation need not be aggregated for
purposes of Section 13(d). However, FMR Corp. is making this
filing on a voluntary basis as if all of the shares are
beneficially owned by FMR Corp. and FIL on a joint basis.
FIL may continue to have the International Funds or other
accounts purchase shares subject to a number of factors,
including, among others, the availability of shares for sale at
what FIL considers to be reasonable prices and other investment
opportunities that may be available to the International Funds.
FIL intends to review continuously the equity position of
the International Funds and other accounts in the Company.
Depending upon its future evaluations of the business and
prospects of the Company and upon other developments,
including, but not limited to, general economic and business
conditions and money market and stock market conditions, FIL
may determine to cease making additional purchases of shares or
to increase or decrease the equity interest in the Company by
acquiring additional shares, or by disposing of all or a
portion of the shares.
FIL does not have a present plan or proposal which relates
to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or
sale or transfer of a material amount of assets involving the
Company or any of its subsidiaries, (ii) any change in the
Company's present Board of Directors or management, (iii) any
material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the
Company's charter or by-laws, or (v) the Company's common stock
becoming eligible for termination of its registration pursuant
to Section 12(g)(4) of the 1934 Act.
FIL has the sole power to vote and the sole power to
dispose of the shares.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(e) AGREEMENT
The undersigned persons, on February 11, 1994, agree and
consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the common
stock of Smith A O Corporation at December 31, 1993.
FMR Corp.
By /S/Arthur S. Loring
Arthur S. Loring
Vice President - Legal
Edward C. Johnson 3d
By /S/Arthur S. Loring
Arthur S. Loring
Under Power of Attorney
dated 5/17/89
On File with Schedule
13G for
Airborne Freight Corp.
9/10/91
Fidelity Management & Research
Company
By /S/Arthur S. Loring
Arthur S. Loring
Sr. V.P. and General
Counsel
Fidelity Magellan Fund
By /S/Arthur S. Loring
Arthur S. Loring
Secretary