-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OMjUOOUahv8lRYgvZ2GbjAByF4xYvvYAY+sNjvB54lj2yqvG9dnNdxmlkMAgsll3 9UO9Xs/EowhqCdXax8PwcQ== 0001002105-96-000045.txt : 19961018 0001002105-96-000045.hdr.sgml : 19961018 ACCESSION NUMBER: 0001002105-96-000045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961017 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA GAS CO CENTRAL INDEX KEY: 0000903689 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 870443823 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47145 FILM NUMBER: 96644850 BUSINESS ADDRESS: STREET 1: 120 SO COURT ST CITY: ABINGDON STATE: VA ZIP: 24210 BUSINESS PHONE: 7036762380 MAIL ADDRESS: STREET 1: 120 SOUTH COURT STREET STREET 2: 120 SOUTH COURT STREET CITY: ABINGDON STATE: VA ZIP: 24210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLS VALUE ADVISER INC /ADV CENTRAL INDEX KEY: 0000831500 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 541410376 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1108 E MAIN ST CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8043443814 MAIL ADDRESS: STREET 1: 1108 EAST MAIN STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: MILLS VALUE ADVISER INC /ADV DATE OF NAME CHANGE: 19960826 SC 13D 1 SCHEDULE 13D - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VIRGINIA GAS COMPANY (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 927814103 (CUSIP Number) GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC. 1108 EAST MAIN STREET, RICHMOND, VA 23218 (804) 344-3804 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 4, 1996 (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 [_]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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. *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). Page 1 of 10 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------------- - ----------------------------- ----------------------------------------- CUSIP No. 927814103 Page 2 of 10 Pages - ----------------------------- ----------------------------------------- - ---------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MILLS VALUE ADVISER, INC. I.R.S. ID. # 54-1410376 - ---------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A - ---------- -------------------------------------------------------------------- 3 SEC USE ONLY - ---------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ---------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] N/A - ---------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION VIRGINIA - ----------------------- -------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- -------- ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- -------- ---------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 800,058 -------- ---------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH -0- - ---------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,058 - ---------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A - ---------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.3% - ---------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA (INVESTMENT ADVISER) - ---------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D Item 1. Security and Issuer This statement relates to the common stock, par value $0.001 per share ("Common Stock"), of Virginia Gas Company, 120 South Court Street, Abingdon, VA 24210 (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 1108 East Main Street, Richmond, VA 23218. 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 measures to prevent a lapse in required registrations or other similar occurrence. Charles A. Mills, III (A) Charles A. Mills, III (B) 1108 East Main Street, Richmond, VA 23218 (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. George R. Whittemore (A) George R. Whittemore (B) 1108 East Main Street, Richmond, VA 23218 (C) George R. Whittemore is President and a Director of the Corporation. (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) 1108 East Main Street, Richmond, VA 23218 (C) Blair J. Frantzen is Secretary/Treasurer and a Director of the Corporation and a registered representative 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. George W. Anderson (A) George W. Anderson (B) 1108 East Main Street, Richmond, VA 23218 (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. Item 3. Source and Amount of Funds and Other Consideration The total amount of the funds used in making the purchase was $4,800,345. The source of the funds used in making the purchase was from a client account for which the Corporation offers investment advice. The funds originally purchased the shares in a private placement that closed May 31, 1996. The shares were registered as part of the Issuer's initial public offering on October 4, 1996. Item 4. Purpose of Transaction The Corporation, an investment advisory firm, purchased the shares of Common Stock for investment purposes on behalf of its client. There are no plans or proposals which the Corporation, Charles A. Mills, III, George R. Whittemore, Blair J. Frantzen, or George W. Anderson may have which relate to or would result in: (A) The acquisition or 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 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; (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 or 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 800,058 Shares and 34.3%, respectively. (B) The Corporation has no power to vote or to direct the vote, or shared power to vote or to direct the vote 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 the shares identified pursuant to Item 5(a). (C) There were no transactions in the securities identified pursuant to Item 5(a) during the past 60 days. (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 2,000 shares and less than 1%, respectively, and are not included in the shares identified pursuant to Item 5(a). (B) Mr. Mills has the sole power to vote and dispose of the 2,000 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. (E) Not applicable. George W. Anderson (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 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: October 14, 1996 /s/ Charles A. Mills, III ------------------------------------- CHARLES A. MILLS, III Chairman of the Board Date: October 14, 1996 /s/ George R. Whittemore ------------------------------------- GEORGE R. WHITTEMORE President/Director Date: October 14, 1996 /s/ Blair J. Frantzen ------------------------------------- BLAIR J. FRANTZEN Secretary/Treasurer/Dir. Date: October 14, 1996 /s/ George W. Anderson ------------------------------------- GEORGE W. ANDERSON Director Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----