UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Information Management Associates, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
0004569231
(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 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 ("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 14)
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CUSIP No. 0004569231 13G Page 2 of 14 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Wand/IMA Investments, L.P.
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
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,222,430
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 2,222,430
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,430 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
23.0%
12 TYPE OF REPORTING PERSON*
PN
2
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CUSIP No. 0004569231 13G Page 3 of 14 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Wand/IMA Investments II L.P.
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
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 168,522
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 168,522
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,522 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%
12 TYPE OF REPORTING PERSON*
PN
3
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CUSIP No. 0004569231 13G Page 4 of 14 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Wand/IMA Investments III L.P.
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
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 466,076
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 466,076
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,076 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
12 TYPE OF REPORTING PERSON*
PN
4
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CUSIP No. 0004569231 13G Page 5 of 14 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Wand Partners (S.C.) Inc.
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
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,425,655
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 2,425,655
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,425,655 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.1%
12 TYPE OF REPORTING PERSON*
CO
5
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CUSIP No. 0004569231 13G Page 6 of 14 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Wand (IMA) Inc.
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
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 634,598
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 634,598
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,598 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
12 TYPE OF REPORTING PERSON*
CO
6
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CUSIP No. 0004569231 13G Page 7 of 14 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY)
Bruce W. Schnitzer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 21,335
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,891,731
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 21,335
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 2,891,731
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,913,066 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.1%
12 TYPE OF REPORTING PERSON*
IN
7
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Item 1(a). Name of Issuer:
Information Management Associates, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
One Corporate Drive, Suite 414
Shelton, Connecticut 06484
Item 2(a). Name of Person Filing:
This Schedule 13G is being jointly filed by Wand/IMA Investments, L.P., a
Delaware limited partnership ("Wand-I"), Wand/IMA Investments II L.P., a
Delaware limited partnership ("Wand-II"), Wand/IMA Investments III L.P., a
Delaware limited partnership ("Wand-III"), Wand Partners (S.C.) Inc., a Delaware
corporation ("WPI"), Wand (IMA) Inc., a Delaware corporation ("Wand (IMA)"), and
Bruce W. Schnitzer. WPI is 66% owned by Mr. Schnitzer and Wand (IMA) is 50.55%
owned by Mr. Schnitzer. The general partner of Wand-I is WPI. The general
partners of Wand-II are WPI and Wand (IMA). The general partner of Wand-III is
Wand (IMA). WPI is also the general partner and owner of 49.99% of Wand Partners
L.P., a Delaware limited partnership ("WPLP"), which is a limited partner of
Wand-I and Wand-II and has a carried interest on certain partnership
distributions by these two partnerships (including those resulting from the sale
of securities of the Issuer by the partnerships). WPI also has a carried
interest on certain partnership distributions of Wand-I (including those
resulting from the sale of securities of the Issuer by Wand-I). Mr. Schnitzer
owns a small limited partnership interest in Wand I and Wand-III.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of each of the reporting persons is:
c/o Wand Partners (S.C.) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
Item 2(c). Citizenship:
Mr. Schnitzer is a United States citizen. Each of the other reporting
persons is organized under the laws of the state of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock.
Item 2(e). CUSIP Number:
0004569231
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a :
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) |_| An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
8
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(g) |_| A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3).
This Schedule 13G statement is being filed pursuant to Rule 13d-2(b) as an
amendment to an original Schedule 13G filed pursuant to Rule 13d-1(d). The
original Schedule 13G was filed as a result of the ownership of more than 5% of
the Common Stock of the Issuer prior to the initial public offering of the
Issuer.
Item 4. Ownership.
As of December 31, 1998, 2,222,430 shares of Common Stock, or 23.0% of the
total outstanding shares on that date, were held by Wand-I; 168,522 shares of
Common Stock, or 1.7% of the total outstanding shares on that date, were held by
Wand-II; 466,076 shares of Common Stock, or 4.8% of the total outstanding shares
on that date, were held by Wand-III; 34,703 shares of Common Stock, or 0.38% of
the total outstanding shares on that date, were held by WPI; and 21,335 shares
of Common Stock, or 0.29% of the total outstanding shares on that date, were
held directly by Mr. Schnitzer. Because of the relationships described above,
pursuant to Rule 13d-1, WPI may be deemed the beneficial owner of an aggregate
of 2,425,655 shares, or 25.1% of the total outstanding shares on that date,
consisting of the shares owned by itself, Wand-I and Wand-II. Because of the
relationships described above, pursuant to Rule 13d-1, Wand (IMA) may be deemed
the beneficial owner of an aggregate of 634,598 shares, or 6.6% of the total
outstanding shares on that date, consisting of the shares owned by Wand-II and
Wand-III. Because of the relationships described above, pursuant to Rule 13d-1,
Mr. Schnitzer may be deemed the beneficial owner of an aggregate of 2,913,066
shares, or 30.1% of the total shares outstanding on that date, consisting of
shares owned by himself, Wand-I, Wand-II, Wand-III and WPI.
Because of the relationships described above, the reporting persons may be
deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Securities Exchange Act of 1934, and as such, each member of the group would be
deemed to beneficially own, in the aggregate, all the shares of Common Stock
held by members of the group. The reporting persons do not admit that they
constitute a group within the meaning of Rule 13d-5.
Wand-I may be deemed to have shared voting and dispositive power over the
2,222,430 shares it owns. Wand-II may be deemed to have shared voting and
dispositive power over the 168,522 shares it owns. Wand-III may be deemed to
have shared voting and dispositive power over the 466,076 shares it owns. WPI
may be deemed to have shared voting and dispositive power over an aggregate of
2,425,655 shares, consisting of the shares owned by itself, Wand-I and Wand-II.
Wand (IMA) may be deemed to have shared voting and dispositive power over an
aggregate of 634,598 shares, consisting of the shares owned by Wand-I and
Wand-II. Mr. Schnitzer may be deemed to have shared voting and dispositive power
over 2,891,731 shares, consisting of the shares owned by Wand-I, Wand-II,
Wand-III and WPI.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See description of certain carried interests held by WPI and WPLP in Item 4
above.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable.
9
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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.
10
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SIGNATURES
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.
WAND/IMA INVESTMENTS, L.P.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer, Treasurer of
Wand Partners (S.C.) Inc.,
its general partner
WAND/IMA INVESTMENTS II L.P.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer, Treasurer of
Wand Partners (S.C.) Inc. and
Chairman and Treasurer of Wand (IMA)
Inc.,
its general partners
WAND/IMA INVESTMENTS III L.P.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer, Treasurer of
Wand (IMA) Inc.,
its general partner
WAND PARTNERS (S.C.) INC.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer
Treasurer
WAND (IMA) INC.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer
Chairman and Treasurer
BRUCE W. SCHNITZER
February 12, 1999 /s/ Bruce W. Schnitzer
----------------------
Bruce W. Schnitzer
11
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EXHIBIT INDEX
EXHIBIT PAGE NUMBER
A. STATEMENT WITH RESPECT TO JOINT FILING OF SCHEDULE 13G 13
12
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EXHIBIT A
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and among the parties listed below, each
referred to herein as a "Joint Filer". The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
WAND/IMA INVESTMENTS, L.P.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer, Treasurer of
Wand Partners (S.C.) Inc.,
its general partner
WAND/IMA INVESTMENTS II L.P.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer, Treasurer of
Wand Partners (S.C.) Inc. and
Chairman and Treasurer of Wand (IMA)
Inc.,
its general partners
WAND/IMA INVESTMENTS III L.P.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer, Treasurer of
Wand (IMA) Inc.,
its general partner
WAND PARTNERS (S.C.) INC.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer
Treasurer
WAND (IMA) INC.
February 12, 1999 By: /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer
Chairman and Treasurer
13
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BRUCE W. SCHNITZER
February 12, 1999 /s/ Bruce W. Schnitzer
--------------------------------
Bruce W. Schnitzer
