-----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, D95XcxRLqLVqhKrxZYohGUEefpMACJBjlbv/cG/Eb4P3yZoLjoZBwrboSkWfAyta LGIaRfoI/ljWwjv0nUTbsA== 0000898080-99-000056.txt : 19990217 0000898080-99-000056.hdr.sgml : 19990217 ACCESSION NUMBER: 0000898080-99-000056 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 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/A SEC ACT: SEC FILE NUMBER: 005-52261 FILM NUMBER: 99538778 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/A 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/A 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Paula Financial (Name of Issuer) Common Stock; $0.01 par value (Title of Class of Securities) 703588103 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of the Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) * 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 14) - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 2 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 4,000 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 4,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .1% 12 TYPE OF REPORTING PERSON CO 2 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 3 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 4,000 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 4,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .1% 12 TYPE OF REPORTING PERSON PN 3 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 4 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 17,511 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 17,511 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,511 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .3% 12 TYPE OF REPORTING PERSON PN 4 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 5 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 5 SOLE VOTING POWER NUMBER OF 15,000 SHARES 6 SHARED VOTING POWER BENEFICIALLY 17,511 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 15,000 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 17,511 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,511 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .5% 12 TYPE OF REPORTING PERSON IN 5 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 6 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 5 SOLE VOTING POWER NUMBER OF 3,000 SHARES 6 SHARED VOTING POWER BENEFICIALLY 17,511 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 3,000 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 17,511 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,511 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .3% 12 TYPE OF REPORTING PERSON IN 6 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 7 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 5 SOLE VOTING POWER NUMBER OF 0 SHARES 6 SHARED VOTING POWER BENEFICIALLY 17,511 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 17,511 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,511 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .3% 12 TYPE OF REPORTING PERSON IN 7 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 8 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 5 SOLE VOTING POWER NUMBER OF 1,500 SHARES 6 SHARED VOTING POWER BENEFICIALLY 17,511 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 1,500 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 17,511 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,011 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .3% 12 TYPE OF REPORTING PERSON IN 8 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 9 of 14 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) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut 5 SOLE VOTING POWER NUMBER OF 2,100 SHARES 6 SHARED VOTING POWER BENEFICIALLY 17,511 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 2,100 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 17,511 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,611 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .3% 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. A copy of the joint filing agreement between the Reporting Persons is attached hereto as Exhibit A. 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. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a : (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F); 10 (g) |_| A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). This Schedule 13G statement is being filed pursuant to Rule 13d-2(b) as an amendment to an original Schedule 13G filed pursuant to Rule 13d-1(d). The original Schedule 13G was filed as a result of the ownership of more than 5% of the Common Stock of the Issuer prior to the initial public offering of the Issuer. 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. If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. |X| Each of the reporting persons beneficially owns less than five percent of the outstanding shares of the Issuer. 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. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. 11 Item 10. Certification. Not applicable. 12 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 12, 1999 RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P. By: /s/ Robert M. Williams By: /s/ A. Dean Davis ---------------------------- ----------------------------- Robert M. Williams A. Dean Davis 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/ A. Dean Davis - --------------------------------- ----------------------------- Robert M. Williams A. Dean Davis 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 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 12, 1999 RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P. By: /s/ Robert M. Williams By: /s/ A. Dean Davis ---------------------------- ----------------------------- Robert M. Williams A. Dean Davis 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/ A. Dean Davis - --------------------------------- ----------------------------- Robert M. Williams A. Dean Davis 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 14 -----END PRIVACY-ENHANCED MESSAGE-----