-----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, F7EGmxSH9ACapGtL51/3m6o1yXxFtHe2IKiIGbj0UC30cvIyIDxu0bQ+U8CqrU8D ldroHQRs5cevlZLfRmyFPA== 0000898080-99-000061.txt : 19990217 0000898080-99-000061.hdr.sgml : 19990217 ACCESSION NUMBER: 0000898080-99-000061 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: 99540205 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/A 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/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 (Title of Class of Securities) 703588103 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this 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 7) - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER BENEFICIALLY 55,727 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 55,727 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,727 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .9% 12 TYPE OF REPORTING PERSON PN 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") and (ii) Greyrock Partners Limited Partnership ("Greyrock"). 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: 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. 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); (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. 4 of 7 Pages Item 4. Ownership.
Shared Sole Shared Sole Power Power to Power to Power to to Dispose or Dispose or Amount Vote or Vote or Direct the Direct the Beneficially Percent Direct Direct Disposition Disposition of Reporting Person Owned of Class the Vote the Vote of ---------------- ------------ -------- -------- -------- ------------- -------------- 1. SCCLP III 0 0% 0 0 0 0 2. Greyrock 55,727 (1) .9% 0 55,727 0 55,727
(1) These shares have been allocated to the accounts of individual general and limited partners of Greyrock, who have voting and investment control over the shares allocated to their respective accounts. Greyrock may be deemed to beneficially own all or a portion of such shares. 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. 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 SCCLP III and Greyrock beneficially own less than five percent of the outstanding shares of Common Stock. 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. SCCLP III and Greyrock may be deemed to be members of a group pursuant to Rule 13d-5 but all such Reporting Persons disclaim membership in a group. The Reporting Persons hereby file this Schedule 13G pursuant to Rule 13-d(1)(d). A copy of the joint filing agreement between the Reporting Persons is attached hereto as Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. 5 of 7 Pages 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 12, 1999 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 of 7 Pages 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 12, 1999 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 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----