UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ALADDIN KNOWLEDGE SYSTEMS LTD.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
M0392N101
(CUSIP Number)
GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC.
1108 EAST MAIN STREET, RICHMOND, VA 23219 (804) 344-3804
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 31, 1996
(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 o.
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
*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).
Page 1 of 12 Pages
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SCHEDULE 13D
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CUSIP No. M0392N101 Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) [ ]
N/A
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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
ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
VIRGINIA
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7 SOLE VOTING POWER
NUMBER OF 15,000
-----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 956,770
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,770
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.46%
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14 TYPE OF REPORTING PERSON*
IA (INVESTMENT ADVISER)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
FOR
MILLS VALUE ADVISER, INC.
This Amendment No. 1 hereby amends and supplements the Schedule 13D
dated September 11, 1996, filed by Mills Value Adviser, Inc. with the Securities
and Exchange Commission on September 23, 1996 (the "Schedule 13D") with respect
to the common stock, no par value per share, of Aladdin Knowledge Systems Ltd.
(the "Issuer").
Item 1. Security and Issuer
This Amendment No. 1 relates to the common stock, no par value
per share ("Common Stock"), of Aladdin Knowledge Systems Ltd.,
15 Beit Oved Street, Tel Aviv, Israel 61110.
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 1108 East Main Street, Richmond, VA 23218.
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
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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.
Charles A. Mills, III
(A) Charles A. Mills, III
(B) 1108 East Main Street, Richmond, VA 23218
(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
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George R. Whittemore
(A) George R. Whittemore
(B) 1108 East Main Street, Richmond, VA 23218
(C) George R. Whittemore is President and a Director of
the Corporation, and is 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) 1108 East Main Street, Richmond, VA 23218
(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
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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) 1108 East Main Street, Richmond, VA 23218
(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.
Item 3. Source and Amount of Funds and Other Consideration
The total amount of the funds used in making the purchases was
$10,579,824, of which $1,612,918 represents purchases since
the filing of the Schedule 13D. The source of the funds used
in making the purchases was from client accounts over which
the Corporation has discretionary investment authority.
Page 6 of 12
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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, or
George W. Anderson may have that relate to or would result in:
(A) The acquisition or 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;
(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
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(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 956,770
shares and 9.46%, respectively.
(B) The Corporation has the sole power to vote or to
direct the vote of 15,000 of the shares identified
pursuant to Item 5(a). The Corporation has the sole
power to dispose or to direct the disposition of all
the shares identified pursuant to Item 5(a).
(C) Transactions in the securities identified pursuant to
Item 5(a) during the past 60 days are as follows:
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Beneficial Trans. Amount of Price Per Where/How
Owner Date Transaction Share Effected
MVA 11/06/96 $21,328 $10.66 Open Mkt.
MVA 11/12/96 $38,599 $10.72 Open Mkt.
MVA 11/13/96 $381,651 $9.54 Open Mkt.
MVA 11/22/96 $98,856 $8.99 Open Mkt.
MVA 11/25/96 $90,486 $9.05 Open Mkt.
MVA 11/26/96 $9,921 $9.45 Open Mkt.
MVA 12/10/96 $19,562 $10.87 Open Mkt.
MVA 12/12/96 $26,519 $10.61 Open Mkt.
MVA 12/16/96 $106,692 $10.67 Open Mkt.
MVA 12/19/96 ($125,339) $10.30 Open Mkt.
MVA 12/31/96 $99,890 $9.99 Open Mkt.
MVA 01/02/97 $102,164 $10.22 Open Mkt.
MVA 01/03/97 $104,102 $10.41 Open Mkt.
MVA 01/07/97 $500,652 $11.13 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 1,500
shares and less than 1%, respectively. Mr. Mills
also beneficially owns 750 shares of Common Stock
for which he acts as custodian/trustee for a minor
child.
(B) Charles A. Mills, III, in his individual capacity
and in his capacity as custodian/trustee, has the
sole power to vote and the sole power to dispose of
all 2,250 shares identified pursuant to Item 5(a).
(C) None
(D) Not applicable.
(E) Not applicable.
Page 9 of 12
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George R. Whittemore
(A) The aggregate number and percentage of Common Stock
beneficially owned by George R. Whittemore are 1,000
shares and less than 1%, respectively.
(B) George R. Whittemore has the sole power to vote and
the sole power to dispose of all 1,000 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
(B) None
(C) None
(D) Not applicable.
(E) Not applicable.
Page 10 of 12
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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: January 10, 1997 /s/ CHARLES A. MILLS, III
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CHARLES A. MILLS, III, Chairman of the Board
Date: January 10, 1997 /s/ GEORGE R. WHITTEMORE
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GEORGE R. WHITTEMORE, President/Director
Date: January 10, 1997 /s/ BLAIR J. FRANTZEN
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BLAIR J. FRANTZEN, Secretary/Treasurer/Dir.
Date: January 10, 1997
-------------------------------------------
GEORGE W. ANDERSON, Director
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Page 12 of 12
