SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
SCHEDULE 13D
------------
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERTO FILED PURSUANT TO 13d-2(a)
POINT WEST CAPITAL CORPORATION
------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
------------------------------
(Title of Class of Securities)
730715 10 9
---------------------
(CUSIP Number)
Michael Fitzsimmons, Manager
31 Davies Street, 5th Floor
London W1Y 1FN
England
011-44-1-71-591-7834
----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 1997
------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Amended and Restated Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3)or(4), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original
----
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
- -------
* 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
disclosures provided in a prior cover page.
The information required on 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 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).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
- ------------------------ -----------------------
CUSIP No. 730715 10 9 13D Page 2 of 7 Pages
- ------------------------ -----------------------
- ------------- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael Fitzsimmons
- ------------- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ------------- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------- ----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 206,600
REPORTING ---------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
206,600
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,600
- ------------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
[ ]
- ------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.4%
- ------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------- ------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
------------------------------------
<PAGE>
- ------------------------- ------------------------
CUSIP No. 730715 10 9 SCHEDULE 13D Page 3 of 7 Pages
- ------------------------- ------------------------
Item 1. Security and Issuer.
- ------ ===================
This statement relates to the common stock, $0.01 par value
(the "Common Stock"), of Point West Capital Corporation (the "Issuer"). The
principal executive office of the Issuer is located at 1700 Montgomery Street,
Suite 250, San Francisco, California 94111.
Item 2. Identity and Background.
- ------ =======================
(a) Name of Person Filing This Statement.
------------------------------------
Michael Fitzsimmons
(b) Residence or Business Address of Persons Filing This
------------------------------------------------------
Statement.
---------
The address of the principal place of business of Michael
Fitzsimmons is:
31 Davies Street, 5th Floor
London W1Y 1FN
England
(c) Present Principal Occupation or employement of Person Filing
------------------------------------------------------------
This Statement.
----------------
Michael Fitzsimmons is the Manager of Lodestone Partners, LLC
("Lodestone Partners") a business engaged in managing the
investment activities of Lodestone Capital Fund, LLC
("Lodestone Capital") which is an investment fund engaged in
the business of investing in securities for its own account.
Lodestone Partners' prinicpal address is:
917 Tahoe Boulevard, Suite 204A
Incline Village, Nevada 89452
(d) The person filing this statement has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) The person filing this report has not been a party during the
last five years to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of
which he was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship of Person Filing This Report.
----------------------------------------
Michael Fitzsimmons is a citizen of the United States.
<PAGE>
- ------------------------- ------------------------
CUSIP No. 730715 10 9 SCHEDULE 13D Page 4 of 7 Pages
- ------------------------- ------------------------
Item 3. Source and Amount of Funds or Other Consideration.
- ------ =================================================
The purchases of shares of the Common Stock that require the filing of
this statement were made for cash consideration in the aggregate amount of
approximately $531,000. The purchases were made by Lodestone Capital with funds
contributed to it by two of its three members, The Echelon Group of Companies,
LLC ("Echelon") and the Bradley N. Rotter Self-Employed Pension Plan and Trust.
(the "Trust"). The source of the funds contributed by Echelon was working
capital.
Item 4. Purpose of Transaction.
- ------ ======================
Lodestone Capital purchased 205,600 shares of Common Stock on November
20, 1997, and 1,000 shares of Common Stock on December 1, 1997, in the ordinary
course of its business for investment purposes only.
Item 5. Interest in Securities of the Issuer.
- ------ ====================================
(a) Number and Percent of Shares Beneficially Owned by Person
----------------------------------------------------------
Filing This Statement.
---------------------
Lodestone Capital is the record holder of 206,600 shares of
Common Stock. Lodestone Partners is managed by a Board of
Managers composed of John Ward Rotter and Michael Fitzsimmons
("Fitzsimmons"), who is the other member of Lodestone
Partners. Based on the number of shares of Common Stock
outstanding as of May 12, 1998, Michael Fitzsimmons may be
deemed to beneficially own with Mr. Rotter 6.4% of the
outstanding Common Stock. Pursuant to the Lodestone Partners
Operating Agreement between Echelon and Fitzsimmons,
Fitzsimmons has sole investment power with respect to the
investments of Lodestone Capital. The Operating Agreement is,
however, silent on the subject of voting power with respect to
securities held by Lodestone Capital. Therefore, Fitzsimmons
may also be deemed to share voting power with Mr. Rotter with
respect to securities held by Lodestone Capital.
(b) Number of Shares of Common Stock as to Which the Person
---------------------------------------------------------
Filing This Statement Has:
--------------------------
(i) Sole Voting Power.
None.
<PAGE>
- ------------------------- ------------------------
CUSIP No. 730715 10 9 SCHEDULE 13D Page 5 of 7 Pages
- ------------------------- ------------------------
(ii) Shared Voting Power.
Fitzsimmons, who is a member of the Board of
Managers of Lodestone Partners (the manager
of Lodestone Capital), may be deemed to share
with Mr. Rotter, who is the other member of
the Board of Managers of Lodestone Partners,
the power to vote or direct the vote of
206,600 shares of Common Stock held of record
by Lodestone Capital.
(iii) Sole Dispositive Power.
Michael Fitzsimmons has sole power to dispose
of or direct the disposition of the 206,600
shares of Common Stock held of record by
Lodestone Capital.
(iv) Shared Dispositive Power.
None.
(c) Transactions in Common Stock by Person Filing This Statement.
-------------------------------------------------------------
Fitzsimmons has not purchased any shares of Common Stock for
his own account. On November 20, 1997, Lodestone Capital
purchased 205,600 shares of Common Stock in the open market
through a broker at an average price per share of $2.5625. On
December 1, 1997, Lodestone Capital purchased 1,000 shares of
Common Stock in the open market through a broker at an average
price per share of $4.00.
(d) Other Persons Who Have the Right or the Power to Direct the
--------------------------------------------------------------
Receipt of Dividends from, or the Proceeds from the Sale of
--------------------------------------------------------------
Securities.
-----------
None.
(e) Date the Reporting Person Ceased To Be The Beneficial Owner of
--------------------------------------------------------------
More Than Five Percent of the Class of Securities.
---------------------------------------------------
Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------ =====================================================================
to Securities of the Issuer.
===========================
None.
<PAGE>
- ------------------------- ------------------------
CUSIP No. 730715 10 9 SCHEDULE 13D Page 6 of 7 Pages
- ------------------------- ------------------------
Item 7. Material to be Filed as Exhibits.
- ------ ================================
None.
<PAGE>
- ------------------------- ------------------------
CUSIP No. 730715 10 9 SCHEDULE 13D Page 7 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.
July 29, 1998
By: /s/Michael Fitzsimmons
-------------------------------
Michael Fitzsimmons
