SEC Filing | A. O. Smith Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Smith Family Trusts

(Last)

(First)

(Middle)

C/O SMITH INVESTMENT COMPANY

11270 WEST PARK PLACE

(Street)

MILWAUKEE

53224

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2008

3. Issuer Name and Ticker or Trading Symbol
SMITH A O CORP [ AOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,734	D⁽¹⁾
Common Stock	2,649	I	See footnote⁽²⁾
Common Stock	108,222	I	See footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	⁽⁴⁾	⁽⁵⁾	Common Stock	559,985	0⁽⁶⁾	I	See footnote⁽⁷⁾
Phantom Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	7,160	33.12	D⁽⁹⁾

Explanation of Responses:

1. Represents direct ownership of the Issuer's Common Stock by certain individuals or trusts that form part of the Reporting Person.

2. Represents the indirect ownership of the Issuer's Common Stock by one individual who is part of the Reporting Person under the A. O. Smith Corporation Directors' Deferred Compensation Plan (the "Plan").

3. Represents the Reporting Person's proportionate interest in shares of the Issuer's Common Stock held by SICO, including certain shares held in trust. Beneficial ownership of the shares of the Issuer owned by SICO is disclaimed.

4. Convertible at any time.

5. None.

6. 1 for 1.

7. Represents the Reporting Person's proportionate interest in shares of the Issuer's Class A Common Stock held by SICO, including certain shares held in trust. Beneficial ownership of the shares of the Issuer owned by SICO is disclaimed.

8. The Plan allows for the payment of a retainer in phantom stock and it also permits the participant/recipient to defer receipt of the award. One individual who is part of the Reporting Person made a deferral pursuant to the Plan.

9. Represents direct ownership of the Issuer's phantom stock by one individual who is part of the Reporting Person.

Remarks:

The Smith Family Trusts (the "Reporting Person") consist of certain shareholders of Smith Investment Company, a Nevada corporation ("SICO"), that holds shares of A. O. Smith Corporation (the "Issuer"). The shareholders of SICO that comprise the Reporting Person are certain individual members of the Smith family and trusts for the benefit of certain members of the Smith family. On August 19, 2008, the Reporting Person filed a Schedule 13D with the Securities and Exchange Commission via EDGAR related to the Issuer's Common Stock pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). The collective beneficial ownership of the Issuer's outstanding Common Stock under Rule 13d-3 under the Exchange Act exceeds 10% of the Issuer's Common Stock. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock held by SICO and also disclaims that the Reporting Person constitutes a "group" pursuant to Section 13(d).

	/s/ Bruce M. Smith, as representative for Smith Family Trusts	08/21/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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