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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. 11)1
ALADDIN KNOWLEDGE SYSTEMS LTD.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
M0392N101
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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)
JANUARY 26, 1999
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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. M0392N101 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 2,129,664
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10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,129,664
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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)
21.5%
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14 TYPE OF REPORTING PERSON*
IA (INVESTMENT ADVISER)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 11
TO
SCHEDULE 13D
FOR
MILLS VALUE ADVISER, INC.
This Amendment No. 11 hereby amends and supplements the Schedule 13D
(the "Schedule 13D"), dated September 11, 1996, filed with the Securities and
Exchange Commission (the "SEC") on September 23, 1996, Amendment No. 1 to the
Schedule 13D, dated December 31, 1996, filed with the SEC on January 14, 1997,
Amendment No. 2 to the Schedule 13D, dated April 15, 1997, filed with the SEC on
April 24, 1997, Amendment No. 3 to the Schedule 13D, dated May 9, 1997, filed
with the SEC on May 19, 1997, Amendment No. 4 to the Schedule 13D, dated June
26, 1997, filed with the SEC on July 3, 1997, Amendment No. 5 to the Schedule
13D, dated December 19, 1997, filed with the SEC on January 13, 1998, Amendment
No. 6 to the Schedule 13D, dated April 17, 1998, filed with the SEC on April 27,
1998, Amendment No. 7 to the Schedule 13D, dated July 24, 1998, filed with the
SEC on August 12, 1998, Amendment No. 8 to the Schedule 13D, dated September 16,
1998, filed with the SEC on October 2, 1998, Amendment No. 9 to the Schedule
13D, dated December 8, 1998, filed with the SEC on December 22, 1998 and
Amendment No. 10 to the Schedule 13D, dated December 31, 1998, filed with the
SEC on January 14, 1999 ("Amendment No. 10") with respect to the common stock,
no par value per share ("Common Stock"), of Aladdin Knowledge Systems Ltd. (the
"Issuer").
Item 1. Security and Issuer
This Amendment No. 11 relates to the common stock, no par value
per share, 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 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
Page 3 of 11 Pages
<PAGE>
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.
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.
Page 4 of 11 Pages
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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.
(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.
Page 5 of 11 Pages
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(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
(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
$23,945,792, of which $1,576,268 represent purchases since the
date of the event that required the filing of Amendment No. 10.
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, 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 2,129,664
shares and 21.5%, respectively.
(B) The Corporation has no power to vote or to direct the
vote of any 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 date of the event that required the
filing of Amendment No. 10 are as follows:
Beneficial Trans. Amount of Price Per Where/How
Owner Date Transaction Share Effected
MVA 01/20/99 $773,601 $12.89 Open Market
MVA 01/26/99 $802,666 $13.37 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 31,500
shares and less than 1%, respectively, and are not
included in the shares reported as beneficially owned by
the Corporation. Mr. Mills also beneficially owns 815
shares of Common Stock for which he acts as
custodian/trustee for a minor child. Furthermore, Mr.
Mills may also be deemed to beneficially own 5,000 shares
of Common Stock owned of record by Mills
Page 8 of 11 Pages
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Management II and 15,000 shares of Common Stock owned of
record by Independent Property Operators of America
Incorporated, two entities of which Mr. Mills serves as
Chairman of the Board and Director of Trading.
(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 32,315 shares
identified pursuant to Item 5(a). In addition, Mr. Mills,
in his capacity as Director of Trading for Mills
Management II and Independent Property Operators of
America Incorporated, has the sole power to vote and the
sole power to dispose of 20,000 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 1,000
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 1,000 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.
Page 9 of 11 Pages
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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: January 26, 1999 /s/ CHARLES A. MILLS, III
-----------------------------------
CHARLES A. MILLS, III
Chairman of the Board
Date: January 26, 1999 /s/ GEORGE R. WHITTEMORE
-----------------------------------
GEORGE R. WHITTEMORE
President/Director
Date: January 26, 1999 /s/ BLAIR J. FRANTZEN
-----------------------------------
BLAIR J. FRANTZEN
Secretary/Treasurer/Dir.
Date: January 26, 1999 /s/ GEORGE W. ANDERSON
-----------------------------------
GEORGE W. ANDERSON
Director
Date: January 26, 1999 /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).
