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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3) 1
WORLD ACCEPTANCE CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
981419104
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(CUSIP Number)
GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC.,
707 EAST MAIN STREET, RICHMOND, VIRGINIA 23219 (804) 344-3804
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 12, 1998
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(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 11 Pages)
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1 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 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).
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<PAGE>
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CUSIP No. 981419104 SCHEDULE 13D Page 2 of 11 Pages
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,575,600
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,575,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON*
IA (INVESTMENT ADVISER)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 3
TO
SCHEDULE 13D
FOR
MILLS VALUE ADVISER, INC.
This Amendment No. 3 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, and
Amendment No. 2 to the Schedule 13D ("Amendment No. 2"), dated November 14,
1997, filed with the Commission on November 24, 1997, with respect to the common
stock, no par value per share, of World Acceptance Corporation.
Item 1. Security and Issuer
-------------------
This Amendment No. 3 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
Page 3 of 11 Pages
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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.
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.
George R. Whittemore
--------------------
(A) George R. Whittemore
Page 4 of 11 Pages
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(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 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.
Page 5 of 11 Pages
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Todd J. Peters
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(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
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(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 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.
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(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
$10,152,514, of which $845,949 represent purchases since the filing
of Amendment No. 2. 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;
(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;
Page 7 of 11 Pages
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(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 1,575,600 shares and
8.3%, 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) since the filing of Amendment No. 2 are as follows:
Beneficial Trans. Amount of Price Per Where/How
Owner Date Transaction Share Effected
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MVA 12/2/97 $41,576 $6.03 Open Mkt.
MVA 12/3/97 $51,874 $5.19 Open Mkt.
MVA 12/4/97 $53,203 $5.32 Open Mkt.
MVA 12/5/97 $54,151 $5.42 Open Mkt.
MVA 12/10/97 $51,185 $5.12 Open Mkt.
MVA 12/23/97 $95,422 $5.30 Open Mkt.
MVA 12/24/97 $55,540 $5.55 Open Mkt.
MVA 12/26/97 $55,321 $5.53 Open Mkt.
MVA 12/31/97 $60,128 $5.78 Open Mkt.
MVA 1/15/98 $495,545 $5.33 Open Mkt.
MVA 2/12/98 $91,368 $5.37 Open Mkt.
Page 8 of 11 Pages
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(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 4,970 shares
and less than 1%, respectively, and are not included in the
shares reported as beneficially owned by the Corporation. Such
shares include 4,400 that his spouse owns and 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 all 2,050
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. 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.
Page 9 of 11 Pages
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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
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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None
Item 7. Material to be Filed as Exhibits
--------------------------------
None
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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: February 12, 1998 /s/ CHARLES A. MILLS, III
-------------------------
CHARLES A. MILLS, III
Chairman of the Board
Date: February 12, 1998 /s/ GEORGE R. WHITTEMORE
------------------------
GEORGE R. WHITTEMORE
President/Director
Date: February 12, 1998 /s/ BLAIR J. FRANTZEN
-------------------------
BLAIR J. FRANTZEN
Secretary/Treasurer/Dir.
Date: February 12, 1998 /s/ GEORGE W. ANDERSON
-------------------------
GEORGE W. ANDERSON
Director
Date: February 12, 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).
