-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UtjtT5eOQaCQ9MIzoeRyqaAf5N+pxMOxZ6R0asoEq/7helwnOTnfD1LFmE2wD3fi uQUABKj2jHbASKS6KAEPyQ== 0001002105-98-000141.txt : 19981207 0001002105-98-000141.hdr.sgml : 19981207 ACCESSION NUMBER: 0001002105-98-000141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCEPTANCE CORP CENTRAL INDEX KEY: 0000108385 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570425114 STATE OF INCORPORATION: SC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43019 FILM NUMBER: 98764318 BUSINESS ADDRESS: STREET 1: 108 FREDRICK STREET CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 8642989800 MAIL ADDRESS: STREET 1: P O BOX 6429 CITY: GREENVILLE STATE: SC ZIP: 29606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLS VALUE ADVISER INC /ADV CENTRAL INDEX KEY: 0000831500 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 541410376 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 E MAIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8043443814 MAIL ADDRESS: STREET 1: P O BOX 1459 STREET 2: P O BOX 1459 CITY: RICHMOND STATE: VA ZIP: 23219-1459 FORMER COMPANY: FORMER CONFORMED NAME: MILLS VALUE ADVISER INC /ADV DATE OF NAME CHANGE: 19960826 SC 13D/A 1 AMENDMENT NO. 5 TO SCHEDULE 13D - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)1 WORLD ACCEPTANCE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 981419104 - -------------------------------------------------------------------------------- (CUSIP Number) GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC., 707 EAST MAIN STREET, RICHMOND, VIRGINIA 23219 (804) 344-3804 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 11, 1998 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 12 Pages) 1The 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, as amended (the "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). - -------------------------------------------------------------------------------- - ---------------------------- ---------------------------- CUSIP No. 981419104 SCHEDULE 13D Page 2 of 12 Pages - ---------------------------- ---------------------------- - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mills Value Adviser, Inc. I.R.S. ID #54-1410376 - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| Not Applicable - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - --------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| Not Applicable - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - ------------------------- ------- ---------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- ------- ---------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- ------- ---------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,006,550 ------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH -0- - ------------------------- ------- ---------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,006,550 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| Not Applicable - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA (INVESTMENT ADVISER) - --------- ---------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 5 TO SCHEDULE 13D FOR MILLS VALUE ADVISER, INC. This Amendment No. 5 hereby amends and supplements the Schedule 13D (the "Schedule 13D"), dated June 12, 1997, filed with the Securities and Exchange Commission (the "Commission") on July 3, 1997, Amendment No. 1 to the Schedule 13D, dated July 1, 1997, filed with the Commission on July 9, 1997, Amendment No. 2 to the Schedule 13D, dated November 14, 1997, filed with the Commission on November 24, 1997, Amendment No. 3 to the Schedule 13D, dated February 12, 1998, filed with the Commission on March 9, 1998, and Amendment No. 4 to the Schedule 13D, dated July 24, 1998, filed with the Commission on August 12, 1998 ("Amendment No. 4"), with respect to the common stock, no par value per share, of World Acceptance Corporation. Item 1. Security and Issuer This Amendment No. 5 relates to the common stock, no par value per share ("Common Stock"), of World Acceptance Corporation, 108 Frederick Street, Greenville, South Carolina 29607 (the "Issuer"). Item 2. Identity and Background Mills Value Adviser, Inc. Mills Value Adviser, Inc. (the "Corporation") is a corporation organized under the laws of the Commonwealth of Virginia. Its principal business is providing investment advisory services to its clients. The address of its principal business and principal office is 707 East Main Street, Richmond, VA 23219. During the past five years, the Corporation has not been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. On March 28, 1996, the Corporation and Charles A. Mills, III, Chairman of the Board of the Corporation in Cases # SEC 960020 and SEC 960022 entered into an admission and consent order which accepted an order of settlement alleging violations of Virginia Code Sections 13.1-504 A and 13.1-504 C by the Virginia State Corporation Commission. In particular, the order of settlement alleged that the Corporation temporarily transacted business in the Commonwealth of Virginia as an unregistered investment advisor; that the Corporation temporarily employed an unregistered investment advisor representative; and that Mr. Mills temporarily transacted business in the Page 3 of 12 Pages Commonwealth of Virginia as an unregistered investment advisor. Without admitting or denying the allegations, the Corporation paid $200.00 and Mr. Mills paid $2,500.00 to the Commonwealth of Virginia. The Corporation has undertaken measures to prevent a lapse in required registrations or other similar occurrence. Charles A. Mills, III (A) Charles A. Mills, III (B) 707 East Main Street, Richmond, VA 23219 (C) Charles A. Mills, III is Chairman of the Board of the Corporation and also a director and Chairman of Anderson & Strudwick, Incorporated, a stock brokerage firm, whose address is the same as the Corporation's. (D) During the past five years, Charles A. Mills, III has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) On March 28, 1996, the Corporation and Charles A. Mills, III, Chairman of the Board of the Corporation in Cases # SEC 960020 and SEC 960022 entered into an admission and consent order which accepted an order of settlement alleging violations of Virginia Code Sections 13.1-504 A and 13.1-504 C by the Virginia State Corporation Commission. In particular, the order of settlement alleged that the Corporation temporarily transacted business in the Commonwealth of Virginia as an unregistered investment advisor; that the Corporation temporarily employed an unregistered investment advisor representative; and that Mr. Mills temporarily transacted business in the Commonwealth of Virginia as an unregistered investment advisor. Without admitting or denying the allegations, the Corporation paid $200.00 and Mr. Mills paid $2,500.00 to the Commonwealth of Virginia. The Corporation has undertaken measures to prevent a lapse in required registrations or other similar occurrence. (F) Charles A. Mills, III is a citizen of the United States of America. Page 4 of 12 Pages George R. Whittemore (A) George R. Whittemore (B) 707 East Main Street, Richmond, VA 23219 (C) George R. Whittemore is President and a Director of the Corporation and Senior Vice President of Anderson & Strudwick, Incorporated, a stock brokerage firm, whose address is the same as the Corporation's. (D) During the past five years, George R. Whittemore has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, George R. Whittemore has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (F) George R. Whittemore is a citizen of the United States of America. Blair J. Frantzen (A) Blair J. Frantzen (B) 707 East Main Street, Richmond, VA 23219 (C) Blair J. Frantzen is Secretary/Treasurer and a Director of the Corporation and a Vice President of Anderson & Strudwick, Incorporated, a stock brokerage firm, whose address is the same as the Corporation's. (D) During the past five years, Blair J. Frantzen has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, Blair J. Frantzen has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been subject to a judgment, decree or final order enjoining future violations of, or prohibiting Page 5 of 12 Pages or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (F) Blair J. Frantzen is a citizen of the United States of America. Todd J. Peters (A) Todd J. Peters (B) 707 East Main Street, Richmond, Virginia 23219 (C) Todd J. Peters is Vice President and Director of Marketing of the Corporation. (D) During the past five years, Todd J. Peters has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, Todd J. Peters has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (F) Todd J. Peters is a citizen of the United States of America. George W. Anderson (A) George W. Anderson (B) 707 East Main Street, Richmond, VA 23219 (C) George W. Anderson is a Director of the Corporation as well as a Senior Vice President of Anderson & Strudwick, Incorporated, a stock brokerage firm, and President of Anderson & Strudwick Holding Corporation, both of whose addresses are the same as the Corporation's. (D) During the past five years, George W. Anderson has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (E) During the past five years, George W. Anderson has not been a party to a civil proceeding of a judicial or administrative body of Page 6 of 12 Pages competent jurisdiction and has not been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (F) George W. Anderson is a citizen of the United States of America. Item 3. Source and Amount of Funds and Other Consideration The total amount of the funds used in making the purchases was $12,647,082, of which $2,056,355 represent purchases since the filing of Amendment No. 4. The source of the funds used in making the purchases was from client accounts over which the Corporation has discretionary investment authority. Item 4. Purpose of Transaction The Corporation, an investment advisory firm, through discretionary investment authority granted to it by its clients, has purchased shares of Common Stock for investment purposes on behalf of its clients. There are no plans or proposals which the Corporation, Charles A. Mills, III, George R. Whittemore, Blair J. Frantzen, Todd J. Peters or George W. Anderson may have that relate to or would result in: (A) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except as otherwise disclosed herein; (B) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (C) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (D) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; Page 7 of 12 Pages (E) Any material change in the present capitalization or dividend policy of the Issuer; (F) Any other material change in the Issuer's business or corporate structure; (G) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (H) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (I) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (J) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (A) The aggregate number and percentage of Common Stock beneficially owned by the Corporation are 2,006,550 shares and 10.6%, respectively. (B) The Corporation has no power to vote or to direct the vote of the shares identified pursuant to Item 5(a). The Corporation has the sole power to dispose or to direct the disposition of all shares identified pursuant to Item 5(a). (C) Transactions in the securities identified pursuant to Item 5(a) during the 60 days preceding the event that required the filing of this Amendment No. 5 are as follows: Page 8 of 12 Pages Beneficial Trans. Amount of Price Per Where/How Owner Date Transaction Share Effected MVA 9/16/98 $583,803 $5.83 Open Mkt. MVA 9/28/98 $112,367 $5.61 Open Mkt. MVA 10/7/98 $163,704 $4.95 Open Mkt. MVA 10/8/98 $131,484 $4.86 Open Mkt. MVA 10/9/98 $334,024 $5.02 Open Mkt. MVA 10/15/98 $175,342 $5.84 Open Mkt. MVA 11/13/98 $54,572 $5.45 Open Mkt. MVA 11/16/98 $52,907 $5.29 Open Mkt. MVA 11/19/98 $106,589 $5.32 Open Mkt. (D) Not applicable. (E) Not applicable. Charles A. Mills, III (A) The aggregate number and percentage of Common Stock beneficially owned by Charles A. Mills, III are 570 shares and less than 1%, respectively, and are not included in the shares reported as beneficially owned by the Corporation. Such shares include 570 that his children own. Mr. Mills also beneficially owns 2,050 shares of Common Stock for which he acts as trustee for his children. (B) Charles A. Mills, III, in his capacity as trustee, has the sole power to vote and the sole power to dispose of 2,050 shares identified pursuant to Item 5(a). He has the shared power to vote and the shared power to dispose of the remaining 570 shares identified pursuant to Item 5(a). (C) None (D) Not applicable. (E) Not applicable. George R. Whittemore (A) The aggregate number and percentage of Common Stock beneficially owned by George R. Whittemore are 11,700 shares and less than 1%, respectively, and are not included in the shares reported as beneficially owned by the Corporation. Page 9 of 12 Pages Such shares include 3,500 that he personally owns, 7,700 that his spouse owns, and 500 that his children own. (B) George R. Whittemore has the sole power to vote and the sole power to dispose of 3,500 shares identified pursuant to Item 5(a). He has the shared power to vote and the shared power to dispose of 500 shares identified pursuant to Item 5(a). (C) None (D) Not applicable. (E) Not applicable. Blair J. Frantzen (A) None (B) None (C) None (D) Not applicable. (E) Not applicable. Todd J. Peters (A) None (B) None (C) None (D) Not applicable. (E) Not applicable. George W. Anderson (A) None (B) None (C) None Page 10 of 12 Pages (D) Not applicable. (E) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to be Filed as Exhibits None Page 11 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement on Schedule 13D is true, complete and correct. MILLS VALUE ADVISER, INC. Date: November 30, 1998 /s/ CHARLES A. MILLS, III ----------------------------------- CHARLES A. MILLS, III Chairman of the Board Date: November 30, 1998 /s/ GEORGE R. WHITTEMORE ----------------------------------- GEORGE R. WHITTEMORE President/Director Date: November 30, 1998 /s/ BLAIR J. FRANTZEN ----------------------------------- BLAIR J. FRANTZEN Secretary/Treasurer/Dir. Date: November 30, 1998 /s/ GEORGE W. ANDERSON ----------------------------------- GEORGE W. ANDERSON Director Date: November 30, 1998 /s/ TODD J. PETERS ----------------------------------- TODD J. PETERS Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----