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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )*
COMPUCREDIT CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
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(Title of Class of Securities)
204 78N 100
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(CUSIP Number)
DECEMBER 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
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*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).
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CUSIP No. 204 78N 100
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(1) Names of reporting persons
I.R.S. Identification No. of above persons (entities only)
FRANK J. HANNA, III
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(2) Check the appropriate box if a member of a group* (a) / /
(b) / /
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(3) SEC use only
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(4) Citizenship or place of organization UNITED STATES OF AMERICA
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(5) Sole Voting Power 13,273,240
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Number of
Shares -----------------------------------------------------
Beneficially
Owned by (6) Shared Voting Power 423,285
Each --------------------
Reporting
Person -----------------------------------------------------
With
(7) Sole Dispositive Power 13,273,240
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(8) Shared Dispositive Power 423,285
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(9) Aggregate amount beneficially owned by each reporting person
13,696,525
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(10) Check box if the aggregate amount in row (9) excludes certain shares
/ /
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(11) Percent of class represented by amount in row (9) 34.2
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(12) Type of reporting person IN
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ITEM 1.
(a) NAME OF ISSUER
CompuCredit Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
One Ravinia Drive, Suite 500
Atlanta, Georgia 30346
ITEM 2.
(a) NAME OF PERSON FILING
The name of the person filing this statement Frank J.
Hanna, III.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
c/o CompuCredit Corporation
One Ravinia Drive, Suite 500
Atlanta, Georgia 30346
(c) CITIZENSHIP
Frank J. Hanna, III is a citizen of the United States
of America.
(d) TITLE OF CLASS OF SECURITIES
Common Stock, no par value per share
(e) CUSIP NUMBER
204 78N 100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP
(a) Amount beneficially owned as of December 31, 1999: 13,696,525
shares
Frank J. Hanna, III directly owns 6,104,283 shares of Common
Stock.
Each of Frank J. Hanna, III and David G. Hanna owns 50% of the
capital stock of CompuCredit Management Corporation and, as
such, possess shared dispositive
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power over the 323,285 shares held by CompuCredit Management
Corporation. Accordingly, each of Frank J. Hanna, III and
David G. Hanna is deemed to beneficially own these 323,285
shares.
The spouse of Frank J. Hanna, III is the sole trustee of a
charitable foundation which holds 100,000 shares. Pursuant
to the terms of the declaration of trust establishing the
charitable foundation, under certain circumstances, Frank
J. Hanna, III could potentially have the power to vote
and/or dispose of the shares held by the charitable
foundation.
Frank J. Hanna, III is the sole trustee of Bravo Trust One,
whose beneficiaries are Frank J. Hanna, III and members of his
immediate family. Frank J. Hanna, III is deemed to
beneficially own the 7,168,957 shares held by Bravo Trust One.
(b) Percent of Class: 34.2
The above percentage is based upon the 40,051,392 shares of
common stock outstanding as of December 31, 1999.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 13,273,240
shares
As sole trustee of Bravo Trust One, Frank J. Hanna, III
possesses the sole power to vote 7,168,957 shares held by
Bravo Trust One. When these 7,168,957 shares held by Bravo
Trust One are added to the 6,104,283 shares held directly by
Frank J. Hanna, III, Mr. Hanna possesses the sole power to
vote 13,273,240 shares.
(ii) shared power to vote or to direct the vote: 423,285
shares
Frank J. Hanna, III owns 50% of the capital stock of
CompuCredit Management Corporation, which holds 323,285
shares. Accordingly, Frank J. Hanna, III is deemed to share
the power to vote the 323,285 shares held by CompuCredit
Management Corporation.
The spouse of Frank J. Hanna, III is the sole trustee of a
charitable foundation which holds 100,000 shares. Pursuant
to the terms of the declaration of trust establishing the
charitable foundation, under certain circumstances, Frank
J. Hanna, III could potentially have the power to vote the
shares held by the charitable foundation.
(iii) sole power to dispose or to direct the disposition of:
13,273,240 shares
As sole trustee of Bravo Trust One, Frank J. Hanna, III
possesses the sole power to vote 7,168,957 shares held by
Bravo Trust One. When these 7,168,957 shares held by Bravo
Trust One are added to the 6,104,283 shares held directly by
Frank J. Hanna, III, Mr. Hanna possesses the sole power to
dispose of 13,273,240 shares.
(iv) shared power to dispose or to direct the disposition of:
423,285 shares
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Frank J. Hanna, III owns 50% of the capital stock of
CompuCredit Management Corporation, which holds 323,285
shares. Accordingly, Frank J. Hanna, III is deemed to share
the power to dispose of the 323,285 shares held by CompuCredit
Management Corporation.
The spouse of Frank J. Hanna, III is the sole trustee of a
charitable foundation which holds 100,000 shares. Pursuant
to the terms of the declaration of trust establishing the
charitable foundation, under certain circumstances, Frank
J. Hanna, III could potentially have the power to dispose of
the shares held by the charitable foundation.
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 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. CERTIFICATIONS
Not Applicable
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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.
Dated: February 14, 2000
/s/ Frank J. Hanna, III
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Frank J. Hanna, III
