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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 RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)1
COMMONWEALTH BIOTECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
202739108
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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 20, 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 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)
______________________
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. 202739108 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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8 SHARED VOTING POWER
BENEFICIALLY
-0-
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 306,177
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10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
306,177
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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)
18.9%
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14 TYPE OF REPORTING PERSON*
IA (INVESTMENT ADVISER)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
FOR
MILLS VALUE ADVISER, INC.
This Amendment No. 1 hereby amends and supplements the Schedule 13D
(the "Schedule 13D"), dated October 23, 1997, filed with the Securities and
Exchange Commission on November 5, 1997, with respect to the common stock, no
par value per share, of Commonwealth Biotechnologies, Inc.
Item 1. Security and Issuer
This Amendment No. 1 relates to the common stock, no par value per
share ("Common Stock"), of Commonwealth Biotechnologies, Inc., 911
East Leigh Street, Suite G-19, Richmond, Virginia 23219 (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
Page 3 of 11 Pages
<PAGE>
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. Mr. Mills is also
a director of the Issuer.
(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
Page 4 of 11 Pages
<PAGE>
(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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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 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.
Page 6 of 11 Pages
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(F) Todd J. Peters 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
$1,915,623, of which $455,580 represent 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 advice. A portion of the funds represents
the conversion of bonds originally purchased by a client in a
private placement that closed on June 25, 1997. The shares of Common
Stock from the conversion were registered as part of the Issuer's
initial public offering on October 23, 1997.
Item 4. Purpose of Transaction
The Corporation, an investment advisory firm, through discretionary
investment authority granted to it by its clients, has purchased the
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;
Page 7 of 11 Pages
<PAGE>
(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 306,177 shares and
18.9%, 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 the shares identified pursuant to Item
5(a).
(C) Transactions in the securities identified pursuant to Item
5(a) since the filing of the Schedule 13D are as follows:
<TABLE>
<CAPTION>
Beneficial Trans. Amount of Price Per Where/How
Owner Date Transaction Share Effected
<S> <C> <C> <C> <C>
MVA 10/29/97 $179,719 $8.99 Open Market
MVA 10/30/97 $16,000 $8.00 Open Market
MVA 10/31/97 $215,064 $6.00 Conversion of bonds
into Common Stock
MVA 11/20/97 $44,795 $8.96 Open Market
</TABLE>
Page 8 of 11 Pages
<PAGE>
(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 50,000
shares and 3.1%, respectively, and are not included in the
shares reported as beneficially owned by the Corporation.
Such shares are owned by Independent Property Operators of
America, of which Mr. Mills is Chairman.
(B) Charles A. Mills, III, in his capacity as Chairman of
Independent Property Operators of America, has the sole
power to vote and the sole power to dispose of all 50,000
shares identified pursuant to Item 5(a).
(C) None
(D) Not applicable.
(E) Not applicable.
George R. Whittemore
(A) None
(B) None
(C) None
(D) Not applicable.
(E) Not applicable.
Blair J. Frantzen
(A) None
(B) None
(C) None
(D) Not applicable.
Page 9 of 11 Pages
<PAGE>
(E) Not applicable.
George W. Anderson
(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.
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: March 25, 1998 /s/ CHARLES A. MILLS, III
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CHARLES A. MILLS, III
Chairman of the Board
Date: March 25, 1998 /s/ GEORGE R. WHITTEMORE
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GEORGE R. WHITTEMORE
President/Director
Date: March 25, 1998 /s/ BLAIR J. FRANTZEN
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BLAIR J. FRANTZEN
Secretary/Treasurer/Dir.
Date: March 25, 1998 /s/ GEORGE W. ANDERSON
----------------------
GEORGE W. ANDERSON
Director
Date: March 25, 1998 /s/ TODD J. PETERS
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TODD J. PETERS
Vice President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
