WORLD ACCEPTANCE CORP — Prospectus 2007

Mar 27, 2007

424B3 1 g05336se424b3.htm WORLD ACCEPTANCE CORPORATION World Acceptance Corporation PAGEBREAK

Filed Pursuant to Rule 424(b)(3) Registration No. 333-139445

PROSPECTUS SUPPLEMENT DATED March 27, 2007 (To Prospectus Filed December 18, 2006)

3.00% Convertible Senior Subordinated Notes Due 2011

1,762,519 Common Shares

This prospectus supplement, together with the prospectus described above, is to be used by certain holders of the securities referenced above, or by their transferees, pledgees, donees or their successors, in connection with the offer and sale of the securities. This prospectus supplement should be read in conjunction with the prospectus and is qualified by reference to the prospectus, except to the extent that the information contained in this prospectus supplement supersedes the information contained in the prospectus.

The table included in the section captioned “Selling Security Holders” commencing on page 19 of the prospectus is hereby amended to add the selling security holder identified below and to reflect the notes, and common stock issuable upon conversion of the notes, for such selling security holder, as shown below:

	Amount of			No. of Shares — of Common	No. of — Shares of	No. of Shares — of Common
	Notes	% of Notes	Amount of Notes	Stock	Common	Stock Owned
	Beneficially	Beneficially	Being Offered	Beneficially	Stock Being	After
Name of Selling Stockholder	Owned ($)	Owned	($) (a)	Owned (b)(c)	Offered (a)(c)	Offering (a)
Fore Convertible Master Fund, Ltd. (d)(e)	$ 100,000	*	$ 100,000	1,602	1,602	0
GLG Market Neutral Fund (e)(f)	4,000,000	3.6 %	4,000,000	64,092	64,092	0

• Less than 1%

| (a) | Because the selling security holder may sell pursuant to the prospectus all or a
portion of the offered notes, and common stock issuable upon conversion of the notes, we
cannot know or estimate number or percentage of notes and common stock that the selling
security holder will hold upon the termination of any particular offering. Please refer to
the “Plan of Distribution” beginning on page 54 of the prospectus. The information
presented assumes that the selling security holder will fully convert the notes for cash
and shares of our common stock, and that the selling security holder will sell all shares
of our common stock that it receives pursuant to such conversion. |
| --- | --- |
| (b) | Includes shares of our common stock issuable upon conversion of the notes. |
| (c) | The number of shares of our common stock issuable upon conversion of the notes is
calculated to be the maximum number of shares issuable upon conversion assuming (i) the
value of the notes approach an infinite amount at the time of conversion, with the
$110,000,000 principal amount paid in cash and the remaining value paid in shares of our
common stock, and (ii) the conversion |

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| | of the full amount of notes held by the selling security holders at the initial conversion
price of $62.41, which corresponds to the initial conversion rate of 16.0229 shares per
$1,000 principal amount of the notes. Accordingly, the number of shares of our common stock
to be offered using this prospectus may be less than the amount shown. Fractional shares
will not be issued upon conversion of the notes. Instead, we will pay cash in lieu of
fractional shares, if any. Due to the effects of rounding, the numbers shown in this column
do not equal exactly 16.0229 shares per $1,000 principal amount of the notes. |
| --- | --- |
| (d) | Fore Convertible Master Fund, Ltd. has indicated that Matthew Li exercises voting
and investment power over the notes and common stock issuable upon conversion of the notes
held by it. |
| (e) | This selling security holder has indicated that to its knowledge it does not own
any shares of our common stock other than shares issuable upon conversion of the notes.
For purposes of this table, we have assumed that it does not. |
| (f) | GLG Market Neutral Fund is a publicly owned company listed on the Irish Stock
Exchange. GLG Partners LP, an English limited partnership, acts as the investment manager
of the fund and has voting and dispositive power over the securities held by the fund. The
general partner of GLG Partners LP is GLG Partners Limited, an English limited company.
The shareholders of GLG Partners Limited are Noam Gottesman, Pierre Lagrange, Jonathan
Green and Lehman Brothers (Cayman) Limited, a subsidiary of Lehman Brothers Holdings, Inc.,
a publicly-held entity. The managing directors of GLG Partners Limited are Noam Gottesman,
Pierre Lagrange and Emmanual Roman and, as a result, each has voting and dispositive power
over the securities held by the fund. GLG Partners LP, GLG Partners Limited, Noam
Gottesman, Pierre Lagrange and Emmanual Roman disclaim beneficial ownership of the
securities held by the fund, except for their pecuniary interest therein. |

The foregoing table is based solely on the most current information provided to us by the selling security holders named above. None of these selling security holders has, within the past three years, held any position or office with us or any of our predecessors or affiliates, or had any other material relationship with us or any of our predecessors or affiliates.

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