UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 7)*
WORLD ACCEPTANCE CORPORATION
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
981419 10 4
(CUSIP Number)
Thomas W. Smith
2200 Butts Road, Suite 320
Boca Raton, FL 33431
(561) 314-0800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 30, 2015
(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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-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 §240.13d-7 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 (“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. 981419 10 4
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott General Partners LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x] |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (Funds of Managed Accounts)
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
Not Applicable
|
6 |
CITIZEN OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
2,030,765
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
2,030,765
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,765
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
CUSIP No. 981419 10 4
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Prescott Associates L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x] |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
Not Applicable
|
6 |
CITIZEN OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
1,403,682
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
1,403,682
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,682
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
|
14 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 981419 10 4
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Idoya Partners L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x] |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
Not Applicable
|
6 |
CITIZEN OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
573,912
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
573,912
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,912
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
|
14 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
CUSIP No. 981419 10 4
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas W. Smith
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x] |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF and OO (Funds of Managed Accounts)
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
Not Applicable
|
6 |
CITIZEN OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
510,000
|
8 |
SHARED VOTING POWER
151,351
|
9 |
SOLE DISPOSITIVE POWER
510,000
|
10 |
SHARED DISPOSITIVE POWER
151,351
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,351
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
CUSIP No. 981419 10 4
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Scott J. Vassalluzzo
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x] |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF and OO (Funds of Managed Accounts)
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
Not Applicable
|
6 |
CITIZEN OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
31,788
|
8 |
SHARED VOTING POWER
67,401
|
9 |
SOLE DISPOSITIVE POWER
31,788
|
10 |
SHARED DISPOSITIVE POWER
103,401
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,189
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
Explanatory Note:
The following constitutes Amendment No.
7 (the “Amendment”) to the joint filing on Schedule 13D by Thomas W. Smith, Scott J. Vassalluzzo, Steven M.
Fischer and Prescott Associates L.P. (“Prescott Associates”) originally filed with the Securities and Exchange
Commission (the “SEC”) on June 30, 2011, as amended by Amendment No. 1 filed with the SEC on January 5, 2012
by Prescott General Partners LLC (“PGP”), Prescott Associates, Thomas W. Smith and Scott J. Vassalluzzo, Amendment
No. 2 filed with the SEC on December 14, 2012 by PGP, Prescott Associates, Idoya Partners L.P. (“Idoya Partners”),
Thomas W. Smith and Scott J. Vassalluzzo, Amendment No. 3 filed with the SEC on December 20, 2012 by PGP, Prescott Associates,
Thomas W. Smith and Scott J. Vassalluzzo, Amendment No. 4 filed with the SEC on May 10, 2013 by PGP, Prescott Associates, Thomas
W. Smith and Scott J. Vassalluzzo, Amendment No. 5 filed with the SEC on November 5, 2014 by PGP, Prescott Associates, Thomas W.
Smith and Scott J. Vassalluzzo, and Amendment No. 6 filed with the SEC on July 30, 2015 by PGP, Prescott Associates, Idoya Partners,
Thomas W. Smith and Scott J. Vassalluzzo (as amended, the “Schedule 13D”). Unless otherwise indicated, all capitalized
terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information
previously filed remains in effect.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
As described more fully in Item 5 below,
as general partner of the Partnerships, PGP may be deemed to beneficially own 2,030,765 shares of Common Stock held by the Partnerships.
Messrs. Smith and Vassalluzzo may be deemed to beneficially own 661,351 and 105,189 shares of Common Stock, respectively, in their
capacities as investment managers for several managed accounts, which consist of investment accounts for: (i) the Prescott Investors
Profit Sharing Trust, an employee profit-sharing plan of a corporation wholly owned by Mr. Smith and for which Messrs. Smith and
Vassalluzzo are each a trustee, (ii) certain family members of Mr. Vassalluzzo and certain individual accounts managed by Mr. Smith,
(iii) a private charitable foundation established by Mr. Smith and for which Mr. Smith acts as trustee, and (iv) Ridgeview Smith
Investments LLC, a Delaware limited liability company established by Mr. Smith for the benefit of his family and for which he acts
as the managing member. The Partnerships and the managed accounts are referred to collectively herein as the “Managed
Accounts”. In addition, Mr. Vassalluzzo owns 30,000 shares of Common Stock for his own account (the “Personal
Shares”). The 2,729,904 shares of Common Stock owned by the Managed Accounts (the “Managed Account Shares”)
were acquired by the Reporting Persons on behalf of the Managed Accounts for the purpose of achieving the investment goals of the
Managed Accounts. Mr. Vassalluzzo acquired the Personal Shares for investment purposes.
Depending upon market conditions, the availability
of funds, an evaluation of alternative investments, and such other factors as may be considered relevant, each of the Reporting
Persons may purchase or sell shares of Common Stock if deemed appropriate and opportunities to do so are available, in each case,
on such terms and at such times as such Reporting Person considers desirable. The Reporting Persons may talk or hold discussions
with various parties, including, but not limited to, the Issuer’s management, its board of directors, and other shareholders
and third parties, for the purpose of developing and implementing strategies to maximize shareholder value, including strategies
that may, in the future, result in the occurrence of one or more of the actions or events enumerated in clauses (a) through (j)
of Item 4 of Schedule 13D.
Subject to the foregoing, none of the Reporting
Persons has any present plan or proposal which relates to or would result in any of the actions or events enumerated in clauses
(a) through (j) of Item 4 of Schedule 13D. In addition, each Reporting Person disclaims any obligation to report any plan or proposal
known to such Reporting Person solely as a result of Mr. Vassalluzzo’s position as a director of the Issuer and his participation
in such capacity in decisions involving an action or event described in clauses (a) through (j) in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (c) of Item 5 of
the Schedule 13D are hereby amended and restated as follows:
(a) Based on information included in
the Proxy Statement filed by the Issuer on July 7, 2015, which disclosed that 8,972,398 shares of Common Stock were outstanding
as of June 29, 2015, the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting
Persons is as follows: PGP – 2,030,765 shares (22.6%); Prescott Associates – 1,403,682 shares (15.6%); Idoya Partners
– 573,912 shares (6.4%); Mr. Smith – 661,351 shares (7.4%); and Mr. Vassalluzzo – 135,189 shares (1.5%).
(b) PGP, as the general partner of the
Partnerships, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of 2,030,765
shares. Prescott Associates has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 1,403,682
shares. Idoya Partners has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 573,912
shares. Messrs. Smith and Vassalluzzo have the sole power to vote or to direct the vote of and to dispose or to direct the disposition
of 510,000 and 31,788 shares, respectively. In their capacities as investment managers for managed accounts, Messrs. Smith and
Vassalluzzo may be deemed to share the power to vote or to direct the vote of 151,351 and 67,671 shares, respectively, and to share
the power to dispose or to direct the disposition of 151,351 and 103,401 shares, respectively. Voting and investment authority
over investment accounts established for the benefit of certain family members and friends of Messrs. Smith and Vassalluzzo is
subject to each beneficiary’s right, if so provided, to terminate or otherwise direct the disposition of the investment account.
(c) Since July 30, 2015, when the Reporting
Persons filed their most recent Schedule 13D, the Reporting Persons effected no transactions involving shares of Common Stock,
except for the following:
Date |
Nature
of Transaction |
Reporting
Person(s) |
Number
of Shares |
Price
Per Share |
7/30/2015 |
Acquisition1 |
PGP and Idoya Partners L.P. |
48,886 |
$52.8714 |
7/30/2015 |
Acquisition2 |
PGP and Prescott Associates |
79,665 |
$52.8714 |
7/30/2015 |
Acquisition3 |
PGP and Prescott International Partners L.P. |
3,983 |
$52.8714 |
7/30/2015 |
Acquisition4 |
Mr. Smith, Mr. Vassalluzzo and Prescott Investors Profit Sharing Trust |
4,708 |
$52.8714 |
__________________
(1) Represents an open-market acquisition directly
by Idoya Partners L.P. and indirectly by PGP, as general partner of Idoya Partners.
(2) Represents an open-market acquisition directly
by Prescott Associates and indirectly by PGP, as general partner of Prescott Associates.
(3) Represents an open-market acquisition directly
by Prescott International Partners L.P. and indirectly by PGP, as general partner of Prescott International Partners L.P.
(4) Represents an open-market acquisition directly
by the Prescott Investors Profit Sharing Trust and indirectly by Messrs. Smith and Vassalluzzo, as trustees of the Prescott Investors
Profit Sharing Trust.
Item 7. Material to Be Filed as Exhibits
1. Agreement relating to the joint filing
of statement on Schedule 13D dated July 31, 2015.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 31, 2015
PRESCOTT General
partners LLC
/s/ Scott J. Vassalluzzo
Name: Scott J. Vassalluzzo
Title: Managing Member
PRESCOTT ASSOCIATES L.P.
By: Prescott General Partners LLC
Its: General Partner
/s/ Scott J. Vassalluzzo
Name: Scott J. Vassalluzzo
Title: Managing Member
IDOYA PARTNERS L.P.
By: Prescott General Partners LLC
Its: General Partner
/s/ Scott J. Vassalluzzo
Name: Scott J. Vassalluzzo
Title: Managing Member
/s/ Thomas W. Smith
Thomas W. Smith
/s/ Scott J. Vassalluzzo
Scott J. Vassalluzzo
Exhibit 1
Joint Filing Agreement
The undersigned agree that the foregoing
statement on Schedule 13D, dated July 31, 2015, is being filed with the Securities and Exchange Commission on behalf of each of
the undersigned pursuant to Rule 13d-1(k).
Date: July 31, 2015
PRESCOTT General
partners LLC
/s/ Scott J. Vassalluzzo
Name: Scott J. Vassalluzzo
Title: Managing Member
PRESCOTT ASSOCIATES L.P.
By: Prescott General Partners LLC
Its: General Partner
/s/ Scott J. Vassalluzzo
Name: Scott J. Vassalluzzo
Title: Managing Member
IDOYA PARTNERS L.P.
By: Prescott General Partners LLC
Its: General Partner
/s/ Scott J. Vassalluzzo
Name: Scott J. Vassalluzzo
Title: Managing Member
/s/ Thomas W. Smith
Thomas W. Smith
/s/ Scott J. Vassalluzzo
Scott J. Vassalluzzo
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