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. 10)(1)
WORLD ACCEPTANCE CORPORATION
----------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
--------------------------
(Title of Class of Securities)
981419104
(CUSIP Number)
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BRADLEY A. BROWN, MILLS VALUE ADVISER, INC.,
707 EAST MAIN STREET, RICHMOND, VIRGINIA 23219 (804) 344-3532
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 29, 2002
--------------
(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
[ ].
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 9 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).
CUSIP No. 981419104 SCHEDULE 13D Page 2 of 9 Pages
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
-0-
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -0-
----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
1,829,306
REPORTING ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,306
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.74%
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14 TYPE OF REPORTING PERSON*
IA (INVESTMENT ADVISER)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 10
TO
SCHEDULE 13D
FOR
MILLS VALUE ADVISER, INC.
This Amendment No. 10 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, with respect to the
common stock, no par value per share, of World Acceptance Corporation.
Item 1. Security and Issuer
This Amendment No. 10 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. During the past five
years, the Corporation has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and 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 3 of 9 Pages
Charles A. Mills, III
---------------------
(A) Charles A. Mills, III
(B) 707 East Main Street, Richmond, VA 23219
(C) Charles A. Mills, III is President of the Corporation.
(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) During the past five years, Charles A. Mills, III has
not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and
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) Charles A. Mills, III is a citizen of the United
States of America.
Bradley A. Brown
----------------
(A) Bradley A. Brown
(B) 707 East Main Street, Richmond, Virginia 23219
(C) Bradley A. Brown is Vice President and
Secretary/Treasurer.
(D) During the past five years, Bradley A. Brown has not
been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors.
(E) During the past five years, Bradley A. Brown 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 4 of 9 Pages
(F) Bradley A. Brown 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 initial purchases
forming the basis for the original Schedule 13D, dated June
12, 1997, was $18,089,000. The source of the funds used in
making the purchases was from client accounts over which the
Corporation has discretionary investment authority. Since the
filing of Amendment No. 9, there were sales in the amount of
$6,150,239.40.
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 or Bradley A. Brown 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 5 of 9 Pages
(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 1,829,306
shares and 9.74%, 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).
Page 6 of 9 Pages
(C) Sales of the securities identified pursuant to Item
5(a) since the filing of Amendment No. 9 are as
follows:
Beneficial Trans. Amount of Price Per Where/How
Owner Date Shares Share Effected
----- ---- ------ ----- --------
MVA 4/29/2002 657,894 $7.60 Company Repurchase
MVA 3/18/2002 53,900 $7.05 Open Mkt.
MVA 3/14/2002 47,300 $7.00 Open Mkt.
MVA 3/13/2002 8,000 $7.00 Open Mkt.
MVA 3/12/2002 37,200 $7.00 Open Mkt.
MVA 3/8/2002 2,500 $7.00 Open Mkt.
MVA 3/7/2002 5,000 $7.00 Open Mkt.
MVA 3/4/2002 5,000 $7.05 Open Mkt.
MVA 3/1/2002 5,000 $7.00 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 90
shares and less than 1%, 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 90 shares identified pursuant to Item
5(a).
(C) None.
(D) Not applicable.
(E) Not applicable.
Page 7 of 9 Pages
Bradley A. Brown
----------------
(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 8 of 9 Pages
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: 4/30/02 /s/ Bradley A. Brown
--------------------------
BRADLEY A. BROWN
Vice President Secretary/Treasurer
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Page 9 of 9 Pages