Filed by the Registrant x | Filed by a Party other than the Registrant ¨ |
¨
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Preliminary
Proxy Statement
|
¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
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Definitive
Proxy Statement
|
¨
|
|
Definitive
Additional Materials
|
¨
|
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Soliciting
Material Pursuant to §240.14a-12
|
x
|
|
No
fee required.
|
¨
|
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
|
(1)
|
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
|
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(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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(4)
|
Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
|
¨
|
|
Fee
paid previously with preliminary materials.
|
¨
|
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
|
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(1)
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Amount
Previously Paid:
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(2)
|
Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
|
(4)
|
Date
Filed:
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Sincerely
yours,
Charles
D. Walters
Chairman
of the Board
|
1. |
To
elect six (6) directors to hold office until the next annual meeting
of
shareholders or until their successors have been duly elected and
qualified;
|
2. |
To consider and act upon a proposal
to
ratify the action of the Audit
Committee
in
selecting KPMG LLP as the independent registered public accounting
firm to
audit the consolidated financial statements of the Company and its
subsidiaries for fiscal year ending March 31, 2007; and
|
3. | To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof. |
Charles
D. Walters
Chairman
of the Board
|
1. |
The
election to the Board of the six (6) nominees named in this Proxy
Statement;
|
2. |
The
ratification of the Audit
Committee’s
selection of KPMG LLP as the independent
registered public accounting firm to audit the consolidated financial
statements of the Company and its subsidiaries for fiscal year ending
March 31, 2007.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature
of
Beneficial Ownership
|
Percent
of
Class
|
|||||
Columbia
Wanger Asset Management L.P. (1)
WAM
Acquisition GP, Inc.
227
West Monroe Street, Suite 3000
Chicago,
Illinois 60606
|
2,827,300
|
15.3
|
%
|
||||
Thomas
W. Smith (2)
Scott
J. Vassalluzo
Idoya
Partners
323
Railroad Avenue
Greenwich,
Connecticut 06830
|
1,961,541
|
10.6
|
%
|
(1) |
Based
on an amended Schedule 13G dated February 13, 2006. Columbia Wanger
Asset
Management, L.P. reported sole and dispositive power over all shares
listed. WAM Acquisition GP, Inc. reported shared voting and dispositive
power over all Shares listed.
|
(2) |
Based
on an amended Schedule 13G dated February 14, 2006. Mr. Smith reports
shared voting and dispositive power over 1,866,741 Shares, Mr. Vassalluzo
reports shared voting and dispositive power over 1,866,741 Shares
and
Idoya Partners reports shared voting and dispositive power over 0
Shares.
Mr. Smith reports sole voting power over 300 shares and dispositive
power
over 94,800 Shares. Mr. Vassalluzo reports sole dispositive power
over
36,000 Shares, and Idoya Partners reports sole power to vote and
dispose
of 976,917 Shares.
|
Shares Beneficially Owned | |||||||
Name
of Individual or Number in Group
|
Amount
(1)
|
Percent
of Class
|
|||||
Charles
D. Walters
|
246,890
|
(2)
|
1.3
|
%
|
|||
A.
Alexander McLean, III
|
202,562
|
(3)
|
1.1
|
%
|
|||
James
R. Gilreath
|
98,500
|
(4)
|
*
|
||||
Charles
D. Way
|
34,000
|
*
|
|||||
Ken
R. Bramlett, Jr.
|
56,800
|
*
|
|||||
William
S. Hummers, III
|
33,780
|
*
|
|||||
Charles
F. Gardner, Jr.
|
3,500
|
*
|
|||||
James
Daniel Walters
|
12,300
|
(5)
|
*
|
||||
Douglas
R. Jones
|
-
|
*
|
|||||
Mark
C. Roland
|
-
|
*
|
|||||
Director
and all executive
officers
as a group (12 persons)
|
688,332
|
3.7
|
%
|
(1) |
Includes
the following Shares subject to options exercisable within 60 days
of June
16, 2006; Mr. McLean - 95,682; Mr. Gilreath - 36,000; Mr. Way - 30,000;
Mr. Bramlett - 48,000; Mr. Hummers - 25,500; Directors and Executive
Officers as a group - 242,082.
|
(2) |
Includes
1,040 Shares held by Mr. Walters’ spouse. Mr. Walters disclaims beneficial
ownership of these Shares.
|
(3) |
Includes
51,000 Shares in a self-directed retirement account maintained for
the
benefit of Mr. McLean.
|
(4) |
Includes
7,500 Shares held in a profit-sharing trust for which Mr. Gilreath
serves
as trustee. Also includes 53,000 Shares in a limited partnership
in which
Mr. Gilreath is a partner.
|
(5) |
Includes
900 Shares held by Mr. Walters’ spouse. Mr. Walters disclaims beneficial
ownership of these Shares.
|
· |
Forward
the communication to the director or directors to whom it is
addressed;
|
· |
Attempt
to address the communication directly, for example where it is a
request
for information about the Company or a stock-related matter;
or
|
· |
Not
forward the communication if it is primarily commercial in nature
or if it
relates to an improper or irrelevant
topic.
|
3/31/01
|
3/31/02
|
3/31/03
|
3/31/04
|
3/31/05
|
3/31/06
|
||||||||||||||
World
Acceptance Corporation
|
100.00
|
104.93
|
134.53
|
293.12
|
381.47
|
409.57
|
|||||||||||||
NASDAQ
Composite Index
|
100.00
|
100.78
|
73.97
|
109.18
|
109.90
|
129.63
|
|||||||||||||
NASDAQ
Financial Index
|
100.00
|
124.42
|
115.43
|
165.95
|
172.52
|
202.71
|
Annual
Compensation
|
Long-Term
Compensation
Award
|
||||||||||||||||||
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation
($)
|
Securities
Underlying
Options
(#)
|
All
Other Compensation
($)
|
|||||||||||||
Charles
D. Walters
|
2006
|
285,000
|
-
|
(2)
|
|
-
|
76,544
|
(3)
|
|||||||||||
Chairman(1)
|
2005
|
285,000
|
-
|
(2)
|
|
-
|
74,156
|
(4)
|
|||||||||||
2004
|
283,500
|
166,500
|
(2)
|
|
-
|
120,652
|
(5)
|
||||||||||||
|
|||||||||||||||||||
A.
Alexander McLean, III
|
2006
|
228,137
|
278,998
|
(2)
|
|
40,000
|
8,619
|
(9)
|
|||||||||||
Chief
Executive Officer(6)
|
2005
|
217,082
|
183,809
|
(2)
|
|
5,000
|
5,790
|
(9)
|
|||||||||||
Former
Chief Financial Officer
|
2004
|
206,742
|
233,408
|
(2)
|
|
10,000
|
4,798
|
(9)
|
|||||||||||
Mark
C. Roland
|
2006
|
200,000
|
272,860
|
(2)
|
|
45,000
|
4,798
|
(9)
|
|||||||||||
President
and Chief
|
2005
|
168,000
|
133,557
|
(2)
|
|
5,000
|
4,285
|
(9)
|
|||||||||||
Operating
Officer(7)
|
2004
|
158,725
|
182,000
|
(2)
|
|
10,000
|
3,780
|
(9)
|
|||||||||||
Charles
F. Gardner, Jr.
|
2006
|
125,792
|
106,074
|
(2)
|
|
10,000
|
3,879
|
(9)
|
|||||||||||
Senior
Vice President
|
2005
|
119,792
|
74,674
|
(2)
|
|
5,000
|
4,482
|
(9)
|
|||||||||||
Western
Division
|
2004
|
114,033
|
102,500
|
(2)
|
|
7,500
|
3,766
|
(9)
|
|||||||||||
James
Daniel Walters
|
2006
|
108,000
|
92,260
|
(2)
|
|
10,000
|
3,969
|
(9)
|
|||||||||||
Senior
Vice President
|
2005
|
89,040
|
24,492
|
(2)
|
|
3,000
|
3,574
|
(9)
|
|||||||||||
Southern
Division
|
2004
|
84,125
|
30,000
|
(2)
|
|
3,000
|
3,130
|
(9)
|
|||||||||||
Douglas
R. Jones
|
2006
|
281,667
|
306,634
|
(2)
|
|
30,000
|
8,685
|
(9)
|
|||||||||||
former
President and Chief
|
2005
|
262,500
|
278,250
|
(2)
|
|
-
|
5,825
|
(9)
|
|||||||||||
Executive
Officer (8)
|
2004
|
238,540
|
350,000
|
(2)
|
|
125,000
|
5,023
|
(9)
|
(1) |
Mr.
Walters served as the Company’s Chief Executive Officer until August 6,
2003.
|
(2) |
Certain
amounts may have been expended by the Company which may have had
value as
a personal benefit to the named officer. However, the total value
of such
benefits did not exceed the lesser of $50,000 or 10% of the annual
salary
and bonus of such named officer for the fiscal year
reported.
|
(3) |
Includes
$8,100 in Company-matching contributions under the 401(k) plan and
$68,444
paid to Mr. Walters as reimbursement for life insurance premiums
paid by
him to purchase insurance covering his
life.
|
(4) |
Includes
$5,712 in company-matching contributions under the Company’s 401(k) plan
and $68,444 paid to Mr. Walters as reimbursement for life insurance
premiums paid by him to purchase insurance covering his
life.
|
(5) |
Includes
$4,790 in company-matching contributions under the Company’s 401(k) plan
and $115,862 paid to Mr. Walters as reimbursement for life insurance
premiums paid by him to purchase insurance covering his
life.
|
(6) |
Mr.
McLean served as the Company’s Chief Financial Officer until March 23,
2006, at which time he succeeded Mr. Jones as the Company’s Chief
Executive Officer.
|
(7) |
Mr.
Roland was promoted to Chief Operating Officer effective April 1,
2005,
and was promoted to President effective March 23,
2006.
|
(8) |
Mr.
Jones served as the Company’s President and Chief Operating Officer until
August 6, 2003, at which time he was promoted to Chief Executive
Officer.
On
March 23, 2006, Mr. Jones was
terminated.
|
(9) |
Amount
represents Company-matching contributions under the Company’s 401(k) plan.
|
Individual
Grants
|
|
||||||||||||||||||
|
|
Number
of Securities Underlying
|
%
of Total
Options
Granted
to Employees
|
Exercise
|
Potential
Realized
Value
at Assumed
Annual
Rates of Stock
Price
Appreciation for
|
||||||||||||||
Options
|
in
Fiscal
|
or
Base Price
|
Expiration
|
Option
Term(2)
|
|||||||||||||||
Name
|
Granted
(#)
|
Year
(%)
|
($/Sh)(1)
|
Date
|
5%
($)
|
10%($)
|
|||||||||||||
Charles
D. Walters
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
A.
A. McLean, III
|
15,000
|
4.7
|
%
|
$
|
28.29
|
11/9/15
|
266,871
|
676,305
|
|||||||||||
25,000
|
7.8
|
%
|
$
|
25.05
|
3/23/16
|
393,845
|
998,081
|
||||||||||||
Mark
C. Roland
|
20,000
|
6.3
|
%
|
$
|
28.29
|
11/9/15
|
355,829
|
901,739
|
|||||||||||
25,000
|
7.8
|
%
|
$
|
25.05
|
3/23/16
|
393,845
|
998,081
|
||||||||||||
Charles
F. Gardner, Jr
|
10,000
|
3.1
|
%
|
$
|
28.29
|
10/28/14
|
177,914
|
450,870
|
|||||||||||
James
Daniel Walters
|
10,000
|
3.1
|
%
|
$
|
28.29
|
10/28/14
|
177,914
|
450,870
|
Douglas
R. Jones
|
30,000
|
9.4
|
%
|
$
|
28.29
|
11/9/15
|
533,743
|
1,352,609
|
(1) |
All
Options shown in this table were granted under the Company’s 2002 and 2005
Stock Option Plans at the fair market value of the Shares on the
date of
grant (defined as the closing sale price of the Shares as quoted
on the
NASDAQ National Market System). All grants have five year vesting
periods
with one-fifth vesting each year from the date of
grant.
|
(2) |
These
amounts represent only certain assumed rates of appreciation. Actual
gains, if any, on stock option exercises and common stock holdings
cannot
be predicted, and there can be no assurance that the gains set forth
in
the table can be achieved. No gains to the option holders are possible
without increases in the price of the Shares, which will benefit
all
shareholders.
|
|
Number
of Securities
Underlying
Unexercised
Options
at FY-End (#)
|
Value
of Unexercised
In-the-Money
Options
at FY-End ($) (1)
|
|||||||||||||||||
Name |
Shares
Acquired on
Exercise
|
Value
Realized
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||
Charles
D. Walters
|
-
|
$
|
-
|
12,000
|
8,000
|
$
|
228,520
|
$
|
152,480
|
||||||||||
A.
Alexander McLean, III
|
52,047
|
875,564
|
129,786
|
57,000
|
2,698,859
|
272,700
|
|||||||||||||
Mark
C. Roland
|
12,500
|
195,498
|
-
|
64,000
|
-
|
308,280
|
|||||||||||||
Charles
F. Gardner, Jr.
|
2,000
|
45,796
|
5,500
|
22,500
|
77,275
|
140,545
|
|||||||||||||
James
Daniel Walters
|
2,500
|
31,857
|
3,400
|
15,600
|
47,813
|
55,512
|
|||||||||||||
Douglas
R. Jones
|
30,700
|
627,791
|
111,000
|
108,000
|
1,798,472
|
969,780
|
(1) |
The
fair market value used for computations in this column was $27.40,
which
was the last sales price of the shares on March 31,
2006.
|
Name
|
Year
of Birth
|
Retirement
Age
|
Annual
Retirement Benefit
|
Duration
of Retirement Benefits
|
|||||||||
Douglas
R. Jones
|
1951
|
54
|
$
|
50,128
|
15
years
|
||||||||
A.
Alexander McLean III
|
1951
|
65
|
177,000
|
15
years
|
|||||||||
Mark
C. Roland
|
1956
|
65
|
182,000
|
15
years
|
|||||||||
Charles
F. Gardner, Jr.
|
1961
|
65
|
114,000
|
15
years
|
|||||||||
J.
Daniel Walters
|
1968
|
65
|
123,000
|
15
years
|
2006
—
$296,500
|
2005
—
$342,000
|
2006
—
$20,000
|
2005
—
$20,000
|
2006
—
$9,000
|
2005
—
$83,000
|
C.
D. WALTERS
Chairman
of the Board
|