-----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, UmBvhIFvTUD8sJYw4RHAaOFDlQQYCX1rm8kxQxhS73pZ0yyIaczK8MFCBTtzplA2 ukb1/t4BGh4X6+v/3KpUog== 0000898080-98-000028.txt : 19980218 0000898080-98-000028.hdr.sgml : 19980218 ACCESSION NUMBER: 0000898080-98-000028 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: 98540981 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: RFE MANAGEMENT CORP CENTRAL INDEX KEY: 0000903106 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 36 GROVE STREET CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 2039662800 MAIL ADDRESS: STREET 1: 36 GROVE STREET CITY: NEW CANAAN STATE: CT ZIP: 06840 FORMER COMPANY: FORMER CONFORMED NAME: RFE MANAGEMENT CORP/RFE III LP/RFE ASSOC III LP ET AL DATE OF NAME CHANGE: 19930503 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; $0.01 par value (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 13) 1 CUSIP No. 703588103 13G Page 2 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS RFE Management Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 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 CO 2 CUSIP No. 703588103 13G Page 3 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS RFE Investment Partners IV, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 423,713 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 423,713 8 SHARED DISPOSITIVE POWER 0 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 CUSIP No. 703588103 13G Page 4 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS RFE Associates IV, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 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 4 CUSIP No. 703588103 13G Page 5 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS Robert M. Williams 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 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 IN 5 CUSIP No. 703588103 13G Page 6 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS Howard C. Landis 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 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 IN 6 CUSIP No. 703588103 13G Page 7 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS Michael J. Foster 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 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 IN 7 CUSIP No. 703588103 13G Page 8 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS James A. Parsons 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 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 IN 8 CUSIP No. 703588103 13G Page 9 of 13 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS A. Dean Davis 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 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 IN 9 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 report is being filed on behalf of Robert M. Williams, Howard C. Landis, Michael J. Foster, James A. Parsons, A. Dean Davis and RFE Management Corporation, a Delaware corporation (the "Management Corporation"), RFE Associates IV, L.P., a Delaware limited partnership ("Associates IV"), and RFE Investment Partners IV, L.P., a Delaware limited partnership ("RFE IV"). Each of Robert M. Williams, Howard C. Landis, Michael J. Foster, James A. Parsons and A. Dean Davis, are general partners of Associates IV. Associates IV is the general partner of RFE IV. The investments of RFE IV are managed by the Management Corporation, a corporation which is owned by Robert M. Williams, Howard C. Landis, Michael J. Foster and James A. Parsons. By virtue of such relationships, each of Robert M. Williams, Howard C. Landis, Michael J. Foster, James A. Parsons, A. Dean Davis and the Management Corporation may be deemed to beneficially own all or a portion of the securities owned by RFE IV. Additionally, Associates IV may be deemed to beneficially own all or a portion of the securities owned by RFE IV. Each of the foregoing persons hereby expressly disclaims beneficial ownership of any securities which are not directly owned by each such person. Item 2(b). Address of Principal Business Office or, if None, Residence: c/o RFE Management Corporation 36 Grove Street New Canaan, CT 06840 Attention: Donald A. Juricic Item 2(c). Citizenship: See Item 4 on cover pages. Item 2(d). Title of Class of Securities: This Schedule 13G statement relates to Common Stock, $0.01 par value. Item 2(e). CUSIP Number: 703588103 Item 3. Filing pursuant to Rules 13d-1(b) or 13d-2(b): Not Applicable. 10 Item 4. Ownership. (a) Amount Beneficially Owned: See Item 9 of cover pages. (b) Percent of Class: See Item 11 of cover pages. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote See Item 5 of cover pages. (ii) Shared power to vote or direct the vote See Item 6 of cover pages. (iii) Sole power to dispose or direct the disposition of See Item 7 of cover pages. (iv) Shared power to dispose or direct the disposition of See Item 8 of cover pages. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. 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. Not applicable. 11 SIGNATURE After reasonable inquiry and to the best of the undersigneds' knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 10, 1998 RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P. By: /s/ Robert M. Williams By: /s/ Michael J. Foster -------------------------- ------------------------ Robert M. Williams Michael J. Foster President A General Partner RFE INVESTMENT PARTNERS IV, L.P. By: RFE Associates IV, L.P. Its General Partner /s/ Robert M. Williams By: /s/ Michael J. Foster -------------------------- ------------------------ Robert M. Williams Michael J. Foster A General Partner /s/ Howard C. Landis -------------------------- Howard C. Landis /s/ James A. Parsons --------------------------- James A. Parsons /s/ A. Dean Davis --------------------------- A. Dean Davis /s/ Michael J. Foster ---------------------------- Michael J. Foster 12 EXHIBIT A AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13G Each of the undersigned agrees as follows: (i) The Schedule 13G to which this Exhibit is attached is filed on behalf of each of the undersigned. (ii) Each of the undersigned is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such entities contained therein; but each of such entities is not responsible for the completeness or accuracy of the information concerning the other entities making the filing, unless such entity knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts. Dated: February 10, 1998 RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P. By: /s/ Robert M. Williams By: /s/ Michael J. Foster ------------------------- ------------------------- Robert M. Williams Michael J. Foster President A General Partner RFE INVESTMENT PARTNERS IV, L.P. By: RFE Associates IV, L.P. Its General Partner /s/ Robert M. Williams By: /s/ Michael J. Foster ------------------------- -------------------------- Robert M. Williams Michael J. Foster A General Partner /s/ Howard C. Landis ------------------------- Howard C. Landis /s/ James A. Parsons ------------------------- James A. Parsons /s/ A. Dean Davis ------------------------- A. Dean Davis /s/ Michael J. Foster ------------------------- Michael J. Foster 13 -----END PRIVACY-ENHANCED MESSAGE-----