-----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, QtUoeT/mxNLMkA0gxnAZ4fBviEZePnnaId2zbCm7P065+pzbIVuPIYKwSKAz10fd 55EghPDc7nyCe0y9a6FNKg== 0000906344-99-000016.txt : 19990215 0000906344-99-000016.hdr.sgml : 19990215 ACCESSION NUMBER: 0000906344-99-000016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 GROUP MEMBERS: H&Q LONDON VENTURES GROUP MEMBERS: H&Q VENTURE PARTNERS, LLC GROUP MEMBERS: H&Q VENTURES IV GROUP MEMBERS: HAMBRECHT & QUIST CALIFORNIA GROUP MEMBERS: HAMBRECHT & QUIST GROUP GROUP MEMBERS: HAMBRECHT & QUIST VENTURE PARTNERS GROUP MEMBERS: HAMQUIST GROUP MEMBERS: VENTURE ASSOCIATES (BVI) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-51263 FILM NUMBER: 99537597 BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Carey International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 141750-10-9 (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) CUSIP No. 141750-10-9 SCHEDULE 13G Page 2 of 15 1 Name Of Reporting Person H&Q LONDON VENTURES IRS Identification No. Of Above Person 94-2966540 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization England 5 Sole Voting Power NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9 % 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 3 of 15 1 Name Of Reporting Person VENTURE ASSOCIATES (BVI) LIMITED IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Bermuda 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 4 of 15 1 Name Of Reporting Person HAMQUIST IRS Identification No. Of Above Person 94-2800484 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9% 12 Type Of Reporting Person* PN CUSIP No. 141750-10-9 SCHEDULE 13G Page 5 of 15 1 Name Of Reporting Person H&Q VENTURES IV IRS Identification No. Of Above Person 94-2940347 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9% 12 Type Of Reporting Person* PN CUSIP No. 141750-10-9 SCHEDULE 13G Page 6 of 15 1 Name Of Reporting Person HAMBRECHT & QUIST VENTURE PARTNERS IRS Identification No. Of Above Person 94-2949080 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9% 12 Type Of Reporting Person* PN CUSIP No. 141750-10-9 SCHEDULE 13G Page 7 of 15 1 Name Of Reporting Person H&Q VENTURE PARTNERS, LLC IRS Identification No. Of Above Person 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 -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9% 12 Type Of Reporting Person* OO CUSIP No. 141750-10-9 SCHEDULE 13G Page 8 of 15 1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA IRS Identification No. Of Above Person 94-2856927 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 9 of 15 1 Name Of Reporting Person HAMBRECHT & QUIST GROUP IRS Identification No. Of Above Person 94-3246636 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 Shared Voting Power 85,660 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 85,660 9 Aggregate Amount Beneficially Owned By Each Reporting Person 85,660 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 0.9% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 10 of 15 Item 1(a). Name of Issuer. Carey International, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 4530 Wisconsin Avenue N.W., 5th Floor, Washington, D.C. 20016 Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Amendment, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Amendment, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Common stock ("Common Stock"). Item 2(e). CUSIP Number. 141750-10-9 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Amendment, which Items are incorporated by reference herein. According to information furnished to the reporting person by the Issuer, there were 9,463,614 shares of Common Stock issued and outstanding as of September 26, 1998. At December 31, 1998, the following shares of Common Stock were held directly by the following persons: CUSIP No. 141750-10-9 SCHEDULE 13G Page 11 of 15 Person Common Stock Directly Owned H&Q London Ventures 58,645 Venture Associates (BVI) Limited -0- Hamquist -0- H&Q Ventures IV -0- Hambrecht & Quist Venture Partners 27,015 Hambrecht & Quist California -0- TOTAL 85,660 ====== Because voting and investment decisions concerning the above securities may be made by or in conjunction with Hambrecht & Quist Venture Partners ("H&Q Venture Partners"), H&Q Venture Partners, LLC, Hambrecht & Quist California ("H&Q California") and Hambrecht & Quist Group ("H&Q Group"), each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members and/or managers of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. Hamco Capital Corporation ("Hamco"), a corporation controlled by William R. Hambrecht, and Mr. Hambrecht previously reported their beneficial ownership of Issuer securities as members of a group that included the foregoing reporting persons. However, Hamco and Mr. Hambrecht are no longer members of such group. Mr. Hambrecht was previously affiliated with the foregoing reporting persons, including as a director and officer of H&Q Group and H&Q California, and as one of the two general partners of H&Q Venture Partners. Mr. Hambecht resigned his positions from H&Q Group and H&Q California as of January 1, 1998, and he withdrew as a general partner of H&Q Venture Partners as of April 3, 1998. Accordingly, Mr. Hambrecht and Hamco are not now beneficial owners of the securities reported in this Schedule 13G, and the reporting persons are not now beneficial owners of the securities owned by Hamco or Mr. Hambrecht. CUSIP No. 141750-10-9 SCHEDULE 13G Page 12 of 15 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 persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X]. 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. Item 10. Certification. Not applicable. CUSIP No. 141750-10-9 SCHEDULE 13G Page 13 of 15 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 10, 1999. H&Q LONDON VENTURES HAMBRECHT & QUIST VENTURE PARTNERS By: /s/ Jackie A. Berterretche _____________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche ____________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact VENTURE ASSOCIATES (BVI) LIMITED H&Q VENTURE PARTNERS, LLC By: /s/ Jackie A. Berterretche _____________________________ By: /s/ William D. Easterbrook Jackie A. Berterretche ____________________________ Attorney-in-Fact William D. Easterbrook Member-Manager HAMQUIST HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche By: /s/ Steven N. Machtinger _____________________________ ____________________________ Jackie A. Berterretche Steven N. Machtinger Attorney-in-Fact General Counsel & Secretary HAMBRECHT & QUIST GROUP H&Q VENTURES IV By: /s/ Steven N. Machtinger By: /s/ Jackie A. Berterretche ____________________________ _____________________________ Steven N. Machtinger Jackie A. Berterretche General Counsel & Secretary Attorney-in-Fact CUSIP No. 141750-10-9 SCHEDULE 13G Page 14 of 15 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 15 CUSIP No. 141750-10-9 SCHEDULE 13G Page 15 of 15 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: February 10, 1999. H&Q LONDON VENTURES HAMBRECHT & QUIST VENTURE PARTNERS By: /s/ Jackie A. Berterretche _____________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche ____________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact VENTURE ASSOCIATES (BVI) LIMITED H&Q VENTURE PARTNERS, LLC By: /s/ Jackie A. Berterretche _____________________________ By: /s/ William D. Easterbrook Jackie A. Berterretche ____________________________ Attorney-in-Fact William D. Easterbrook Member-Manager HAMQUIST HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche By: /s/ Steven N. Machtinger _____________________________ ____________________________ Jackie A. Berterretche Steven N. Machtinger Attorney-in-Fact General Counsel & Secretary HAMBRECHT & QUIST GROUP H&Q VENTURES IV By: /s/ Steven N. Machtinger By: /s/ Jackie A. Berterretche ____________________________ _____________________________ Steven N. Machtinger Jackie A. Berterretche General Counsel & Secretary Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----