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. )1
DORAL FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
25811P100
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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)
NOVEMBER 5, 1997
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
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Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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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CUSIP No. 25811P100 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 16,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 931,400
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,400
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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)
5.1%
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14 TYPE OF REPORTING PERSON*
IA (INVESTMENT ADVISER)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
FOR
MILLS VALUE ADVISER, INC.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $1.00 per
share ("Common Stock"), of Doral Financial Corporation, 1159 F. D.
Roosevelt Avenue, San Juan, Puerto Rico 00920-2998 (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 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.
Page 3 of 11 Pages
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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
(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.
Page 4 of 11 Pages
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(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 Vice President and a registered representative 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.
George W. Anderson
(A) George W. Anderson
(B) 707 East Main Street, Richmond, VA 23219
Page 5 of 11 Pages
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(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.
(F) George W. Anderson is a citizen of the United States of America.
Todd J. Peters
(A) Todd J. Peters
(B) 707 East Main Street, Richmond, VA 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.
Page 6 of 11 Pages
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Item 3. Source and Amount of Funds and Other Consideration
The total amount of the funds used in making the purchases was
$11,995,673. The source of the funds used in making the purchases were,
with respect to $11,853,171 of such total amount, from client accounts
over which the Corporation has discretionary investment authority and,
with respect to $142,502 of such total amount, from the Corporation.
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, George W. Anderson
or Todd J. Peters 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;
(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;
Page 7 of 11 Pages
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(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 931,400 shares and 5.1%,
respectively.
(B) The Corporation has the sole power to vote or to direct the vote
of 16,000 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 date of the event that requires
the filing of this Schedule 13D are as follows:
Beneficial Trans. Amount of Price Per Where/How
Owner Date Transaction Share Effected
MVA 9/16/97 $104,050 $20.81 Open Market
MVA 10/10/97 $597,162 $22.12 Open Market
MVA 10/28/97 $447,150 $22.36 Open Market
MVA 10/29/97 $266,222 $22.19 Open Market
MVA 11/5/97 $558,909 $22.36 Open Market
(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 14,600 shares
Page 8 of 11 Pages
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and less than 1%, respectively, and are not included in the
shares reported as beneficially owned by the Corporation. Such
shares include 600 that his spouse owns.
(B) Charles A. Mills, III has the sole power to vote and the sole
power to dispose of all 14,600 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 1,050 shares and less than 1%,
respectively, and are not included in the shares reported as
beneficially owned by the Corporation.
(B) George R. Whittemore has the sole power to vote and the sole
power to dispose of all 1,050 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.
George W. Anderson
(A) None
Page 9 of 11 Pages
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(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.
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 10 of 11 Pages
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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: December 30, 1997 /s/ CHARLES A. MILLS, III
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CHARLES A. MILLS, III
Chairman of the Board
Date: December 30, 1997 /s/ GEORGE R. WHITTEMORE
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GEORGE R. WHITTEMORE
President/Director
Date: December 30, 1997 /s/ BLAIR J. FRANTZEN
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BLAIR J. FRANTZEN
Secretary/Treasurer/Dir.
Date: December 30, 1997 /s/ GEORGE W. ANDERSON
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GEORGE W. ANDERSON
Director
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
