13D Filing: Magnolia Capital Fund, LP and Nicholas Financial Inc (NICK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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(Name of Issuer)

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(Title of Class of Securities)

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(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

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(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 [X].

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).

1.		NAMES OF REPORTING PERSONS  Magnolia Capital Fund, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (see instructions)  (a)  [   ]  (b)  [   ]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)  WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION  STATE OF DELAWARE, UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.		SOLE VOTING POWER (power for all SMAs)  1,412,853
	8.		SHARED VOTING POWER  0
	9.		SOLE DISPOSITIVE POWER  1,412,853
	10.		SHARED DISPOSITIVE POWER  0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  1,412,853
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions)
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  18.1%
14.		TYPE OF REPORTING PERSON (see instructions)  PN

CUSIP No. 65373J209

13D

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1.		NAMES OF REPORTING PERSONS  The Magnolia Group, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (see instructions)  (a)  [   ]  (b)  [   ]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)  WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION  STATE OF OKLAHOMA, UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.		SOLE VOTING POWER  1,412,853
	8.		SHARED VOTING POWER  0
	9.		SOLE DISPOSITIVE POWER  1,412,853
	10.		SHARED DISPOSITIVE POWER  0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  1,412,853
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions)
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  18.1%
14.		TYPE OF REPORTING PERSON (see instructions)  IA

CUSIP No. 65373J209

13D

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1.		NAMES OF REPORTING PERSONS  Adam K. Peterson
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (see instructions)  (a)  [   ]  (b)  [   ]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)  WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION  UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.		SOLE VOTING POWER  1,412,853
	8.		SHARED VOTING POWER  0
	9.		SOLE DISPOSITIVE POWER  1,412,853
	10.		SHARED DISPOSITIVE POWER  0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  1,412,853
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (see instructions)
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  18.1%
14.		TYPE OF REPORTING PERSON (see instructions)  IN

The Reporting Persons have expressed interest to Company management that the Reporting Persons are interested in appointing a representative to join the board of directors of the Company and the Reporting Persons have submitted a Directors’ and Officers’ Questionnaire for review by the Company in connection therewith.

The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although Reporting Person has no specific plan or proposal to acquire additional Common Stock or dispose of the Common Stock, consistent with its investment purpose, Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

CUSIP No. 65373J209

13D

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(d)	Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

(e)	This item is not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The powers of disposition and voting of the shares are held pursuant to a limited partnership agreement entered into between MCF and TMG.  As described above in Item 2, Mr. Peterson is the managing member of TMG.

The following documents are filed as Exhibits to this statement.

Exhibit A – Item 5. (c) Transactions

Exhibit B – Joint Filing Agreement

CUSIP No. 65373J209

13D

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Exhibit A

ITEM 5. (c) TRANSACTIONS