<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CAREY INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
141750109
(CUSIP Number)
* 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 ("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 1 of 5
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 141750109 13G PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vincent A. Wolfington
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 417,788
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 417,788
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
416,228
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[X]
Excludes 1,560 shares held by a limited partnership which are
attributable to Mr. Wolfington's wife (980 shares) and minor child (780
shares).
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.46%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
Individual (IN)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 pages
<PAGE>
Item 1 (a). Name of Issuer:
Carey International, Inc.
(b). Address of Issuer's Principal Executive Offices:
4530 Wisconsin Avenue, N.W.
Washington, D.C. 20016
Item 2 (a). Name of Person Filing:
Vincent A. Wolfington
(b). Address of Principal Business Office:
The address of the reporting person is c/o Carey International,
Inc., 4530 Wisconsin Avenue, N.W., Washington, D.C. 20016.
(c). Citizenship:
The reporting person is a citizen of the United States.
(d). Title of Class of Securities:
Common Stock
(e). CUSIP Number:
141750 10 9
Item 3. Not applicable.
Item 4. Ownership.
Amount
Beneficially Owned Percent of Class Voting Power Dispositive Power
------------------ ---------------- ------------ -----------------
417,788 * 5.46% 417,788 417,788
* Includes 205,706 shares issuable upon the exercise of options which
currently are exercisable. Also includes (i) 1,183 shares held by a
company controlled by Mr. Wolfington and (ii) 1,560 shares held by
a limited partnership which are attributable to Mr. Wolfington's
wife (980 shares) and minor child (780 shares) of which Mr.
Wolfington disclaims beneficial ownership. Excludes shares held by
Yerac Associates, L.P., a limited partnership of which Mr.
Wolfington is a limited partner, with respect to which Mr.
Wolfington has no voting or investment power.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Page 3 of 5
<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.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Page 4 of 5
<PAGE>
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.
/s/ Vincent A. Wolfington
-------------------------------
Vincent A. Wolfington
Date: February 12, 1998
Page 5 of 5
