-----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, N83T3OwB+0K2TdEUk8Pn0V0iofL48LS4PeO+eOEnSNmRmtviFmgSK05oQr9/JuwE N7a8jIe5pMTSJcZswW5Pkg== 0000906903-99-000012.txt : 19990203 0000906903-99-000012.hdr.sgml : 19990203 ACCESSION NUMBER: 0000906903-99-000012 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990202 GROUP MEMBERS: BVG WEST CORP. GROUP MEMBERS: GUILLERMO BRON GROUP MEMBERS: GUILLERMO BRON /FA/ GROUP MEMBERS: PAN AMERICAN FINANCIAL, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED PANAM FINANCIAL CORP CENTRAL INDEX KEY: 0001049231 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 953211687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54571 FILM NUMBER: 99519079 BUSINESS ADDRESS: STREET 1: 1300 SOUTH EL CAMINO REAL CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503451800 MAIL ADDRESS: STREET 1: 1300 SOUTH EL CAMINO REAL CITY: SAN MATEO STATE: CA ZIP: 94402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GUILLERMO BRON /FA/ CENTRAL INDEX KEY: 0001077562 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3107885700 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __) UNITED PANAM FINANCIAL CORP. _______________________________________________________________ (Name of Issuer) Common Stock, no par value _______________________________________________________________ (Title of Class of Securities) 911301 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) * 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 prior 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 (the "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). CUSIP No. 911301 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BVG West Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 10,050,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 10,050,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON BVG West Corp. beneficially owns 10,050,000 shares of Common Stock. Of the 10,050,000 shares, BVG West Corp. disclaims beneficial ownership of 8,681,250 shares held by Pan American Financial, L.P. 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] See Item 9. 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 58.2% 12 TYPE OF REPORTING PERSON (See Instructions) CO 13G PAGE 2 OF 10 CUSIP No. 911301 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pan American Financial, 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 NUMBER OF 5 SOLE VOTING POWER SHARES 8,681,250 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 8,681,250 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Pan American Financial, L.P. beneficially owns 10,050,000 shares of Common Stock. Of the 10,050,000 shares, Pan American Financial, L.P. disclaims beneficial ownership of 1,368,750 shares held by BVG West Corp. 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] See Item 9. 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 50.3% 12 TYPE OF REPORTING PERSON (See Instructions) PN 13G PAGE 3 OF 10 CUSIP No. 911301 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Guillermo Bron 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 5 SOLE VOTING POWER SHARES 10,050,000 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 10,050,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Guillermo Bron beneficially owns 10,050,000 shares of Common Stock. Of the 10,050,000 shares, Mr. Bron disclaims beneficial ownership of 8,681,250 shares held by Pan American Financial, L.P. and 1,368,750 shares held by BVG West Corp. (a total of 10,050,000 shares). 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] See Item 9. 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 58.2% 12 TYPE OF REPORTING PERSON (See Instructions) IN 13G PAGE 4 OF 10 ITEM 1. (a) Name of Issuer: United PanAm Financial Corp. (b) Address of Issuer's Principal Executive Offices: 1300 South El Camino Real San Mateo, California 94402 ITEM 2. (a) Name of Person Filing: The persons filing this statement are BVG West Corp. ("BVG"), Pan American Financial, L.P. ("PAFLP") and Guillermo Bron, who are collectively referred to herein as the "Reporting Persons." BVG directly owns 1,368,750 shares of common stock, no par value per share ("Common Stock") of United PanAm Financial Corp. BVG is the sole general partner of PAFLP. Mr. Bron owns 100% of the outstanding common stock of BVG and is the President of BVG. (b) Address of Principal Business Office or, if none, Residence. The address of each of the Reporting Persons is 1999 Avenue of the Stars, Los Angeles, California 90067. (c) Citizenship or Place of Organization. BVG is a corporation organized under the laws of Delaware. PAFLP is a Delaware limited partnership. Mr. Bron is a citizen of the United States of America. (d) Title of Class of Securities. Common Stock, no par value (e) CUSIP No. 911301 10 9 xxx ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON IS A: (a) /__/ Broker or dealer registered under Section 15 of the Act. (b) /__/ Bank as defined in section 3(a)(6) of the Act. (c) /__/ Insurance company as defined in section 3(a)(19) of the Act. 13G PAGE 5 OF 10 (d) /__/ Investment company registered under Section 8 of the Investment Company Act of 1940. (e) /__/ An investment adviser in accordance with Rule 13d-1(b)(1)(ii) (E) of the Act. (f) /__/ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) of the Act. (g) /__/ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Act. (h) /__/ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (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. (j) /__/ Group, in accordance with Rule 13d-1(b)(1)(ii)(J) of the Act. If this statement is filed pursuant to Rule 13d-1(c) of the Act, check this box [ ]. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: BVG--10,050,000 shares: 1,368,750 shares are owned of record by BVG. 8,681,250 shares are beneficially owned by BVG in its capacity as the sole general partner of PAFLP. PAFLP--8,681,250 shares. Guillermo Bron--10,050,000 shares through his ownership of 100% of the outstanding common stock of BVG. (b) Percent of Class: BVG--58.2% PAFLP--50.3% Guillermo Bron--58.2% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 13G PAGE 6 OF 10 BVG--10,050,000 PAFLP--8,681,250 Guillermo Bron--10,050,000 (ii) Shared power to vote or to direct the vote BVG--0 PAFLP--0 Guillermo Bron--0 (iii) Sole power to dispose or to direct the disposition of BVG--10,050,000 PAFLP--8,681,250 Guillermo Bron--10,050,000 (iv) Shared power to dispose or to direct the disposition of BVG--0 PAFLP--0 Guillermo Bron--0 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, please check the following [ ]. 13G PAGE 7 OF 10 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. 13G PAGE 8 OF 10 SIGNATURE After reasonable inquiry and to the best of its/his knowledge and belief, each of the undersigned Reporting Persons certify that the information set forth in this statement is true, complete and correct. February 1, 1999 ----------------------------------- Date BVG WEST CORP. /s/ Guillermo Bron ----------------------------------- By: Guillermo Bron, President PAN AMERICAN FINANCIAL, L.P. By BVG WEST CORP., General Partner /s/ Guillermo Bron ----------------------------------- By: Guillermo Bron, President /s/ Guillermo Bron ----------------------------------- Guillermo Bron N:\AYP\S6AYP450.EDG\012398\2210 13G PAGE 9 OF 10 EXHIBIT A AGREEMENT RE JOINT FILING OF SCHEDULE 13G (Amendment No. 2) Each of the undersigned Reporting Persons hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G and such Schedule 13G is filed on behalf of each of them; (ii) Each of them 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 person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate; and (iii) Each of them hereby consents and agrees to the filing on behalf of each of them of the foregoing Joint Statement on Schedule 13G. February 1, 1999 ----------------------------------- Date BVG WEST CORP. /s/ Guillermo Bron ----------------------------------- By: Guillermo Bron, President PAN AMERICAN FINANCIAL, L.P. By BVG WEST CORP., General Partner /s/ Guillermo Bron ----------------------------------- By: Guillermo Bron /s/ Guillermo Bron ----------------------------------- Guillermo Bron 13G PAGE 10 OF 10 -----END PRIVACY-ENHANCED MESSAGE-----