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).
<PAGE>
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
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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
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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
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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
<PAGE>
(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
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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
<PAGE>
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
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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
<PAGE>
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
