-----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, P0EPE/lFZNmXlj3ympX+lKskXEolvoEK+YXA/q/i2VtCmiznI4QMTYu3Pn1WvE8o TX1YvK4Ktk9THY9MSWngMQ== 0000898080-98-000027.txt : 19980218 0000898080-98-000027.hdr.sgml : 19980218 ACCESSION NUMBER: 0000898080-98-000027 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAULA FINANCIAL CENTRAL INDEX KEY: 0000929031 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954640368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52261 FILM NUMBER: 98540976 BUSINESS ADDRESS: STREET 1: 300 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6263040401 MAIL ADDRESS: STREET 1: 300 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAUGATUCK CAPITAL CO LTD PARTNERSHIP III CENTRAL INDEX KEY: 0000894255 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE CANTERBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033486669 MAIL ADDRESS: STREET 1: ONE CANTEBURY GREEN CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ____)* Paula Financial (Name of Issuer) Common Stock (Title of Class of Securities) 703588103 (CUSIP Number) *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 the disclosures provided in a cover page. The information required in 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). (Page 1 of 7) 1 CUSIP No. 703588103 13G Page 2 of 7 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS Saugatuck Capital Company Limited Partnership III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 423,713 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 423,713 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,713 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% 12 TYPE OF REPORTING PERSON PN 2 CUSIP No. 703588103 13G Page 3 of 7 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS Greyrock Partners Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 423,713 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 423,713 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,713 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% 12 TYPE OF REPORTING PERSON PN 3 Item 1(a). Name of Issuer: The name of the Issuer is Paula Financial (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The principal executive offices of the Issuer are located at 300 N. Lake Avenue, Suite 300, Pasadena, CA 91101. Item 2(a). Name of Person Filing: This statement is being filed jointly by (i) Saugatuck Capital Company Limited Partnership III ("SCCLP III") by virtue of its direct beneficial ownership of Common Stock and (ii) Greyrock Partners Limited Partnership ("Greyrock") by virtue of its having voting and dispositive control as the general partner of SCCLP III. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is One Canterbury Green, Stamford, CT 06901. Item 2(c). Citizenship: SCCLP III and Greyrock are each limited partnerships organized under the laws of Delaware. Item 2(d). Title of Class of Securities: This Schedule 13G statement relates to Common Stock. Item 2(e). CUSIP Number: 703588103 Item 3. Filing pursuant to Rules 13d-1(b) or 13d-2(b): This Schedule 13G statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b). Item 4. Ownership.
Sole Shared Shared Power to Power to Sole Power Amount Vote or Vote or Power to to Dispose or Beneficially Percent Direct Direct Direct the Direct the Reporting Person Owned of Class the Vote the Vote Disposition of Disposition of 1. SCCLP III 423,713 (1) 6.7% 0 423,173 0 423,173 2. Greyrock 423,713 (1) 6.7% 0 423,173 0 423,173 ==================== =============== =========== =========== =========== ============== ===============
(1) By virtue of the relationships described in Item 2(a), Greyrock may be deemed to possess indirect beneficial ownership of the shares of Common Stock held by SCCLP III. Frank W. Hawley, Jr., Christy S. Sadler, Owen S. Crihfield, Richard P. Campbell, Jr., and Barbara E. Parker (the "Greyrock Partners") are each general partners of Greyrock. However, none of the Greyrock Partners, acting alone, has voting or investment power with respect to the shares of Common Stock beneficially held by SCCLP III, and, as a result, each Greyrock Partner disclaims beneficial ownership of the shares of Common Stock beneficially owned by SCCLP III. The filing of this Statement by Greyrock shall not be construed as an admission that Greyrock for the purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), is the beneficial owner of any securities covered by this statement. 4 Item 5. Ownership of Five Percent or Less of a Class. This filing on Schedule 13G is not for the purpose of reporting the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock owned by the Reporting Persons. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. This statement has not been filed by a parent holding company. Item 8. Identification and Classification of Members of the Group. This Statement is not being filed by a group pursuant to Rule 13d-1(b)(ii)(H). The Reporting Persons hereby file this Schedule 13G pursuant to Rule 13d-1(c). The Reporting Persons acquired beneficial ownership of the shares reported as beneficially owned by them herein before any shares of Common Stock were registered pursuant to Section 12 of the Act. A copy of the agreement between the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. This filing on Schedule 13G is not being made pursuant to Rule 13d-1(b). 5 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. Dated: February 5, 1998 SAUGATUCK CAPITAL COMPANY LIMITED PARTNERSHIP III By: Greyrock Partners Limited Partnership By: /s/ Barbara E. Parker ---------------------- Barbara E. Parker General Partner GREYROCK PARTNERS LIMITED PARTNERSHIP By: /s/ Barbara E. Parker ----------------------- Barbara E. Parker General Partner 6 EXHIBIT A This will confirm the agreement by and between the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of common stock of Paula Financial, a Delaware corporation, is being filed on behalf of each of the parties named below. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Date: February 5, 1998 SAUGATUCK CAPITAL COMPANY LIMITED PARTNERSHIP III By: Greyrock Partners Limited Partnership By: /s/ Barbara E. Parker ---------------------- Barbara E. Parker General Partner GREYROCK PARTNERS LIMITED PARTNERSHIP By: /s/ Barbara E. Parker ---------------------- Barbara E. Parker General Partner 7 -----END PRIVACY-ENHANCED MESSAGE-----