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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Carey International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
141750-10-9
(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)
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 2 of 15
1 Name Of Reporting Person H&Q LONDON VENTURES
IRS Identification No. Of Above Person 94-2966540
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
England
5 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9 %
12 Type Of Reporting Person*
CO
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 3 of 15
1 Name Of Reporting Person VENTURE ASSOCIATES (BVI) LIMITED
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Bermuda
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9%
12 Type Of Reporting Person*
CO
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 4 of 15
1 Name Of Reporting Person HAMQUIST
IRS Identification No. Of Above Person 94-2800484
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9%
12 Type Of Reporting Person*
PN
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 5 of 15
1 Name Of Reporting Person H&Q VENTURES IV
IRS Identification No. Of Above Person 94-2940347
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9%
12 Type Of Reporting Person*
PN
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 6 of 15
1 Name Of Reporting Person HAMBRECHT & QUIST VENTURE PARTNERS
IRS Identification No. Of Above Person 94-2949080
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9%
12 Type Of Reporting Person*
PN
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 7 of 15
1 Name Of Reporting Person H&Q VENTURE PARTNERS, LLC
IRS Identification No. Of Above Person
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
Delaware
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9%
12 Type Of Reporting Person*
OO
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 8 of 15
1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA
IRS Identification No. Of Above Person 94-2856927
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9%
12 Type Of Reporting Person*
CO
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 9 of 15
1 Name Of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification No. Of Above Person 94-3246636
2 Check The Appropriate Box If A Member Of A Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization
California
5 Sole Voting Power
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 Shared Voting Power
85,660
7 Sole Dispositive Power
-0-
8 Shared Dispositive Power
85,660
9 Aggregate Amount Beneficially Owned By Each Reporting Person
85,660
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9
0.9%
12 Type Of Reporting Person*
CO
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 10 of 15
Item 1(a). Name of Issuer.
Carey International, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
4530 Wisconsin Avenue N.W., 5th Floor, Washington, D.C.
20016
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the cover pages of
this Amendment, which Items are incorporated by reference herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of each reporting person is One Bush Street,
San Francisco, California 94104.
Item 2(c). Citizenship.
Reference is made to Item 4 of each of the cover pages of
this Amendment, which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities.
Common stock ("Common Stock").
Item 2(e). CUSIP Number.
141750-10-9
Item 3. Type of Reporting Person.
Not applicable.
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of each of the
cover pages to this Amendment, which Items are incorporated by
reference herein. According to information furnished to the
reporting person by the Issuer, there were 9,463,614 shares of
Common Stock issued and outstanding as of September 26, 1998. At
December 31, 1998, the following shares of Common Stock were held
directly by the following persons:
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 11 of 15
Person Common Stock
Directly Owned
H&Q London Ventures 58,645
Venture Associates (BVI)
Limited -0-
Hamquist -0-
H&Q Ventures IV -0-
Hambrecht & Quist Venture
Partners 27,015
Hambrecht & Quist California -0-
TOTAL 85,660
======
Because voting and investment decisions concerning the
above securities may be made by or in conjunction with Hambrecht
& Quist Venture Partners ("H&Q Venture Partners"), H&Q Venture
Partners, LLC, Hambrecht & Quist California ("H&Q California")
and Hambrecht & Quist Group ("H&Q Group"), each of the reporting
persons may be deemed a member of a group that shares voting and
dispositive power over all of the above securities. Although the
reporting persons are reporting such securities as if they were
members of a group, the filing of this Schedule shall not be
construed as an admission by any reporting person that it is a
beneficial owner of any securities other than those directly held
by such reporting person.
Under the definition of "beneficial ownership" in Rule
13d-3 under the Securities Exchange Act of 1934, it is also
possible that the individual general partners, directors,
executive officers, members and/or managers of the foregoing
entities might be deemed the "beneficial owners" of some or all
of the securities to which this Schedule relates in that they
might be deemed to share the power to direct the voting or
disposition of such securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an
admission that any of such individuals is, for any purpose, the
beneficial owner of any of the securities to which this Schedule
relates, and such beneficial ownership is expressly disclaimed.
Hamco Capital Corporation ("Hamco"), a corporation
controlled by William R. Hambrecht, and Mr. Hambrecht previously
reported their beneficial ownership of Issuer securities as
members of a group that included the foregoing reporting persons.
However, Hamco and Mr. Hambrecht are no longer members of such
group. Mr. Hambrecht was previously affiliated with the
foregoing reporting persons, including as a director and officer
of H&Q Group and H&Q California, and as one of the two general
partners of H&Q Venture Partners. Mr. Hambecht resigned his
positions from H&Q Group and H&Q California as of January 1,
1998, and he withdrew as a general partner of H&Q Venture
Partners as of April 3, 1998. Accordingly, Mr. Hambrecht and
Hamco are not now beneficial owners of the securities reported in
this Schedule 13G, and the reporting persons are not now
beneficial owners of the securities owned by Hamco or Mr.
Hambrecht.
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 12 of 15
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 persons have ceased to be the
beneficial owners of more than five percent of the class of
securities, check the following [X].
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.
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 13 of 15
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: February 10, 1999.
H&Q LONDON VENTURES HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Jackie A. Berterretche
_____________________________ By: /s/ Jackie A. Berterretche
Jackie A. Berterretche ____________________________
Attorney-in-Fact Jackie A. Berterretche
Attorney-in-Fact
VENTURE ASSOCIATES (BVI) LIMITED
H&Q VENTURE PARTNERS, LLC
By: /s/ Jackie A. Berterretche
_____________________________ By: /s/ William D. Easterbrook
Jackie A. Berterretche ____________________________
Attorney-in-Fact William D. Easterbrook
Member-Manager
HAMQUIST HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche By: /s/ Steven N. Machtinger
_____________________________ ____________________________
Jackie A. Berterretche Steven N. Machtinger
Attorney-in-Fact General Counsel & Secretary
HAMBRECHT & QUIST GROUP
H&Q VENTURES IV
By: /s/ Steven N. Machtinger
By: /s/ Jackie A. Berterretche ____________________________
_____________________________ Steven N. Machtinger
Jackie A. Berterretche General Counsel & Secretary
Attorney-in-Fact
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 14 of 15
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 15
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CUSIP No. 141750-10-9 SCHEDULE 13G Page 15 of 15
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby
execute this agreement as an exhibit to this Schedule 13G to
evidence the agreement of the below-named parties, in accordance
with rules promulgated pursuant to the Securities Exchange Act of
1934, to file this Schedule and any subsequent amendment jointly
on behalf of each of such parties.
DATED: February 10, 1999.
H&Q LONDON VENTURES HAMBRECHT & QUIST VENTURE
PARTNERS
By: /s/ Jackie A. Berterretche
_____________________________ By: /s/ Jackie A. Berterretche
Jackie A. Berterretche ____________________________
Attorney-in-Fact Jackie A. Berterretche
Attorney-in-Fact
VENTURE ASSOCIATES (BVI) LIMITED
H&Q VENTURE PARTNERS, LLC
By: /s/ Jackie A. Berterretche
_____________________________ By: /s/ William D. Easterbrook
Jackie A. Berterretche ____________________________
Attorney-in-Fact William D. Easterbrook
Member-Manager
HAMQUIST HAMBRECHT & QUIST CALIFORNIA
By: /s/ Jackie A. Berterretche By: /s/ Steven N. Machtinger
_____________________________ ____________________________
Jackie A. Berterretche Steven N. Machtinger
Attorney-in-Fact General Counsel & Secretary
HAMBRECHT & QUIST GROUP
H&Q VENTURES IV
By: /s/ Steven N. Machtinger
By: /s/ Jackie A. Berterretche ____________________________
_____________________________ Steven N. Machtinger
Jackie A. Berterretche General Counsel & Secretary
Attorney-in-Fact
