SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
SCHEDULE 13D
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(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No 2)
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Point West Capital Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
730715 10 9
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(CUSIP Number)
Alan B. Perper,President
Point West Capital Corporation
1700 Montgomery Street, Suite 250
San Francisco, CA 94111
(415) 394-9467
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1998
-----------------
(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: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 (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).
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
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CUSIP No. 730715 10 9 13D Page 1 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bradley N. Rotter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 875,578
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 206,600
REPORTING ---------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
875,578
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,082,178
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
33.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE>
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CUSIP No. 730715 10 9 13D Page 2 of 8 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan B. Perper
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 2,000
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 524,265
REPORTING ---------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
317,665
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,265
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE>
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CUSIP No. 730715 10 9 13D Page 3 of 8 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Ward Rotter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ------------- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 399,081
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 220,100
REPORTING ---------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
399,081
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
13,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,181
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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<PAGE>
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CUSIP No. 730715 10 9 SCHEDULE 13D Page 4 of 8 pages
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AMENDMENT NO. 2 to
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SCHEDULE 13D
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This Amendment No 2. to Schedule 13D amends the Schedule 13D
originally filed on December 1, 1997, as amended and restated by Amendment No.
1 to Schedule 13D filed on January 6, 1998 (as amended and restated, the
"Schedule 13D"). This Amendment No. 2 is being filed to (a) amend an address
for one reporting person and (b) to reflect the vesting of stock options
previously granted to Bradley N. Rotter, Alan B. Perper and John Ward Rotter
and his spouse. Capitalized terms used in this Amendment No. 2 and not defined
are used as defined in the Schedule 13D.
Item 2. Identity and Background.
====== =======================
(b) Residence or Business Addresses of Persons Filing This Statement.
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The fourth paragraph under Item 2(b) of the Schedule 13D is
amended and restated to read as follows:
The address of the principal place of business of Lodestone
Partners is:
P.O. Box 8819
Incline Village, Nevada 89452
Item 5. Interest in Securities of the Issuer.
====== ====================================
Item 5 of the Schedule 13D is hereby amended and restated to read as
follows.
(a) Number of Shares Beneficially Owned by Persons Filing This
----------------------------------------------------------
Statement.
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Echelon is a member of Lodestone Capital, which is the record
holder of 206,600 shares of Common Stock. Echelon is also a
member of Lodestone Partners, which is in turn the manager of
Lodestone Capital. 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.
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, through John Ward Rotter, Echelon may be deemed to
share voting power with respect to securities held by Lodestone
Capital and, thus, to be the beneficial owner of the shares of
Common Stock held of record by Lodestone Capital. Echelon
disclaims beneficial ownership of the shares of Common Stock held
of record by Lodestone Capital, except to the extent of its
equity interest in Lodestone Capital.
Bradley N. Rotter, Alan B. Perper and John Ward Rotter constitute
all of the members of Echelon and, as such, may be deemed to be
the beneficial owners of the shares of Common Stock held of
record by Lodestone Capital. Alan B. Perper and John Ward Rotter
disclaim beneficial ownership of the shares of Common Stock held
of record by Lodestone Capital, except to the extent of their
respective equity interests in Echelon and Echelon's respective
equity interest in Lodestone Capital. Bradley N. Rotter
acknowledges beneficial ownership of approximately 137,733 shares
of the Common Stock held of record by Lodestone Capital, which
are attributable to the equity interest in Lodestone Capital of
the Bradley N. Rotter Self-Employed Pension Plan and Trust, but
otherwise disclaims beneficial ownership of the shares of Common
Stock held of record by Lodestone Capital, except to the extent
of his respective equity interest in Echelon and Echelon's
respective equity interest in Lodestone Capital. Bradley N.
Rotter is the record holder of 873,578 shares of Common Stock and
holds a stock option for 10,000 shares, of which 2,000 shares
vested on November 17, 1998. John Ward Rotter is the record
<PAGE>
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CUSIP No. 730715 10 9 Schedule 13D Page 5 of 8 pages
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holder of 397,081 shares of Common Stock and holds a stock option
for 10,000 shares, of which 2,000 shares vested on November 17,
1998. John Ward Rotter may also be deemed to be the beneficial
owner of shares of Common Stock subject to stock options that
were granted to his spouse (a) one option for 20,000 shares, of
which 4,000 shares vested on February 14, 1997, 4,000 shares
vested on February 14, 1998 and another 4,000 shares will vest on
February 14, 1999 (b) another option for 7,500 shares, of which
1,500 shares vested on November 17, 1998, but disclaims
beneficial ownership of such shares.
Lodestone Partners is the manager of Lodestone Capital and, as
such, may be deemed to be the beneficial owner of the shares of
Common Stock held of record by Lodestone Capital. Lodestone
Partners, however, currently has only a nonparticipating (or
"carried") interest in Lodestone Capital and, therefore,
disclaims beneficial ownership of the shares of Common Stock
held of record by Lodestone Capital.
The Perper/Raiche Trust is the record holder of 317,665 shares of
Common Stock. Alan B. Perper and Janet G. Raiche, as trustees of
the Perper/Raiche Trust, may be deemed to be the beneficial
owners of the shares of Common Stock held of record by the
Perper/Raiche Trust, but each of them disclaims beneficial
ownership of such shares, except to the extent of their
respective beneficial interests under the Perper/Raiche Trust.
Alan B. Perper also holds a stock option for 10,000 shares, of
which 2,000 shares of common stock vested on November 17, 1998.
(b) Percent of Outstanding Common Stock Beneficially Owned by Each
--------------------------------------------------------------
Person Filing This Statement.
----------------------------
Based on the number of shares of Common Stock outstanding as of
December 31, 1998, Echelon, Lodestone Capital and Lodestone
Partners may each be deemed to beneficially own 6.4% and the
Perper/Raiche Trust and Janet G. Raiche may each be deemed to
beneficially own 9.8%, of the outstanding Common Stock. Based on
the number of shares of common stock outstanding as of December
31, 1998, plus the vested option shares, Bradley N. Rotter may be
deemed to beneficially own 33.2%, Alan B. Perper may be deemed to
beneficially own 16.2% and John Ward Rotter may be deemed to
beneficially own 18.9% of the outstanding Common Stock.
(c) Number of Shares of Common Stock as to Which Each of the
--------------------------------------------------------
Persons Filing This Statement Has:
-----------------------------------
(i) Sole Voting Power.
Bradley N.Rotter has sole power to vote or direct
the vote of the 873,578 shares of Common Stock
that that he holds of record and 2,000 shares
subject to his vested stock option.
John Ward Rotter has sole power to vote or direct
the vote of the 397,081 shares of Common Stock
that he holds of record and 2,000 shares subject
to his vested stock option.
Lodestone Capital has sole power to vote or direct
the vote of the 206,600 shares of Common Stock
that it holds of record.
As the manager of Lodestone Capital, Lodestone
Partners may be deemed to have sole power to vote
or direct the vote of the 206,600 shares of Common
Stock held of record by Lodestone Capital.
The Perper/Raiche Trust has sole power to vote or
direct the vote of the 317,665 shares of Common
Stock that it holds of record. Alan B. Perper has
sole power to vote or direct the vote of 2,000
shares subject to his vested stock option.
<PAGE>
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CUSIP No. 730715 10 9 Schedule 13D Page 6 of 8 pages
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(ii) Shared Voting Power.
Through John Ward Rotter, who is a member of
Echelon and a member of the Board of Managers of
Lodestone Partners, which is the manager of
Lodestone Capital, Echelon may be deemed to share
with Fitzsimmons, who is the other member of
Lodestone Partners and the other member of the
Board of Managers of Lodestone Partners, the
power to vote or direct the vote of the 206,600
shares of Common Stock held of record by
Lodestone Capital.
As the members of Echelon, Bradley N. Rotter, Alan
B. Perper and John Ward Rotter may be deemed to
share the power to vote or direct the vote of the
206,600 shares of Common Stock held of record by
Lodestone Capital. John Ward Rotter may also be
deemed to share with his spouse the power to vote
or direct the vote of 13,500 shares subject to
options held by his wife that are currently vested
or will vest on February 14, 1999.
Alan B. Perper and Janet G. Raiche, as trustees
of the Perper/Raiche Trust, share the power to
vote or direct the vote of the 317,665 shares of
Common Stock held of record by the Perper/Raiche
Trust.
(iii) Sole Dispositive Power.
Bradley N. Rotter has sole power to dispose of or
direct the disposition of the 873,578 shares of
Common Stock that he holds of record and 2,000
shares subject to his vested stock option.
John Ward Rotter has sole power to dispose of or
direct the disposition of the 397,081 shares of
Common Stock that he holds of record and 2,000
shares subject to his vested stock option.
Lodestone Capital has sole power to dispose of or
direct the disposition of the 206,600 shares of
Common Stock that it holds of record.
As the manager of Lodestone Capital, Lodestone
Partners may be deemed to have sole power to
dispose of or direct the disposition of the
206,600 shares of Common Stock held of record by
Lodestone Capital.
The Perper/Raiche Trust has sole power to dispose
of or direct the disposition of the 317,665 shares
of Common Stock that it holds of record. Alan B.
Perper has sole power to dispose of or direct the
disposition of 2,000 shares subject to his vested
stock option.
(iv) Shared Dispositive Power.
John Ward Rotter may be deemed to share with his
spouse the power to dispose of or direct the
disposition of 13,500 shares subject to options
held by his wife that are currently vested or will
vest on February 14, 1999.
Alan B. Perper and Janet G. Raiche, as trustees
of the Perper/Raiche Trust, share the power to
dispose of or direct the disposition of the
317,665 shares of Common Stock held of record by
the Perper/Raiche Trust.
<PAGE>
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CUSIP No. 730715 10 9 Schedule 13D Page 7 of 8 pages
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After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
Amendment No. 2 to Schedule 13D is true, complete and correct.
THE ECHELON GROUP OF COMPANIES, LLC
February 16, 1999 By: /s/Bradley N. Rotter
-------------------------------
Bradley N. Rotter,
Managing Member
February 16, 1999 /s/Bradley N. Rotter
-----------------------------------
Bradley N. Rotter
February 16, 1999 /s/Alan B. Perper
------------------------------------
Alan B. Perper
February 16, 1999 /s/John Ward Rotter
------------------------------------
John Ward Rotter
February 16, 1999 By: /s/ Janet G. Raiche
---------------------------------
Janet G. Raiche
Trustee
LODESTONE CAPITAL FUND, LLC
By: LODESTONE PARTNERS, LLC
Manager
February 16, 1999 By: /s/Michael Fitzsimmons
-------------------------------
Michael Fitzsimmons
Manager
February 16, 1999 By: /s/John Ward Rotter
-------------------------------
John Ward Rotter
Manager
LODESTONE PARTNERS, LLC
February 16, 1999 By: /s/Michael Fitzsimmons
-------------------------------
Michael Fitzsimmons
Manager
February 16, 1999 By: /s/John Ward Rotter
-------------------------------
John Ward Rotter
Manager
<PAGE>
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CUSIP No. 730715 10 9 Schedule 13D Page 8 of 8 pages
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PERPER/RAICHE REVOCABLE TRUST
February 16, 1999 By: /s/ Alan B. Perper
---------------------------------
Alan B. Perper
Trustee
February 16, 1999 By: /s/ Janet G. Raiche
---------------------------------
Janet G. Raiche
Trustee
