SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)*
Paula Financial
(Name of Issuer)
Common Stock
(Title of Class of Securities)
703588103
(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 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 7)
<PAGE> 1
CUSIP No. 703588103 13G Page 2 of 7 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Saugatuck Capital Company Limited Partnership III
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
423,713
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
423,713
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,713
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12 TYPE OF REPORTING PERSON
PN
<PAGE> 2
CUSIP No. 703588103 13G Page 3 of 7 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Greyrock Partners Limited Partnership
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
423,713
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
423,713
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,713
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12 TYPE OF REPORTING PERSON
PN
<PAGE> 3
Item 1(a). Name of Issuer:
The name of the Issuer is Paula Financial (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Issuer are located at 300 N. Lake
Avenue, Suite 300, Pasadena, CA 91101.
Item 2(a). Name of Person Filing:
This statement is being filed jointly by (i) Saugatuck Capital Company
Limited Partnership III ("SCCLP III") by virtue of its direct beneficial
ownership of Common Stock and (ii) Greyrock Partners Limited Partnership
("Greyrock") by virtue of its having voting and dispositive control as the
general partner of SCCLP III.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting
Persons is One Canterbury Green, Stamford, CT 06901.
Item 2(c). Citizenship:
SCCLP III and Greyrock are each limited partnerships organized under the
laws of Delaware.
Item 2(d). Title of Class of Securities:
This Schedule 13G statement relates to Common Stock.
Item 2(e). CUSIP Number:
703588103
Item 3. Filing pursuant to Rules 13d-1(b) or 13d-2(b):
This Schedule 13G statement is not being filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b).
Item 4. Ownership.
<TABLE>
<CAPTION>
Sole Shared Shared
Power to Power to Sole Power
Amount Vote or Vote or Power to to Dispose or
Beneficially Percent Direct Direct Direct the Direct the
Reporting Person Owned of Class the Vote the Vote Disposition of Disposition of
<S> <C> <C> <C> <C> <C> <C>
1. SCCLP III 423,713 (1) 6.7% 0 423,173 0 423,173
2. Greyrock 423,713 (1) 6.7% 0 423,173 0 423,173
==================== =============== =========== =========== =========== ============== ===============
</TABLE>
(1) By virtue of the relationships described in Item 2(a), Greyrock may be
deemed to possess indirect beneficial ownership of the shares of Common Stock
held by SCCLP III. Frank W. Hawley, Jr., Christy S. Sadler, Owen S. Crihfield,
Richard P. Campbell, Jr., and Barbara E. Parker (the "Greyrock Partners") are
each general partners of Greyrock. However, none of the Greyrock Partners,
acting alone, has voting or investment power with respect to the shares of
Common Stock beneficially held by SCCLP III, and, as a result, each Greyrock
Partner disclaims beneficial ownership of the shares of Common Stock
beneficially owned by SCCLP III. The filing of this Statement by Greyrock shall
not be construed as an admission that Greyrock for the purposes of Section 13(d)
or Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"),
is the beneficial owner of any securities covered by this statement.
<PAGE> 4
Item 5. Ownership of Five Percent or Less of a Class.
This filing on Schedule 13G is not for the purpose of reporting the fact
that as of the date hereof any of the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
Common Stock owned by the Reporting Persons.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
This statement has not been filed by a parent holding company.
Item 8. Identification and Classification of Members of the Group.
This Statement is not being filed by a group pursuant to Rule
13d-1(b)(ii)(H). The Reporting Persons hereby file this Schedule 13G pursuant to
Rule 13d-1(c). The Reporting Persons acquired beneficial ownership of the shares
reported as beneficially owned by them herein before any shares of Common Stock
were registered pursuant to Section 12 of the Act. A copy of the agreement
between the Reporting Persons that this Schedule 13G is filed on behalf of each
of them is attached hereto as Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
This filing on Schedule 13G is not being made pursuant to Rule 13d-1(b).
<PAGE> 5
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.
Dated: February 5, 1998
SAUGATUCK CAPITAL COMPANY LIMITED
PARTNERSHIP III
By: Greyrock Partners Limited Partnership
By: /s/ Barbara E. Parker
----------------------
Barbara E. Parker
General Partner
GREYROCK PARTNERS LIMITED PARTNERSHIP
By: /s/ Barbara E. Parker
-----------------------
Barbara E. Parker
General Partner
<PAGE> 6
EXHIBIT A
This will confirm the agreement by and between the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of common stock of Paula Financial, a
Delaware corporation, is being filed on behalf of each of the parties named
below.
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
Date: February 5, 1998
SAUGATUCK CAPITAL COMPANY LIMITED PARTNERSHIP III
By: Greyrock Partners Limited Partnership
By: /s/ Barbara E. Parker
----------------------
Barbara E. Parker
General Partner
GREYROCK PARTNERS LIMITED PARTNERSHIP
By: /s/ Barbara E. Parker
----------------------
Barbara E. Parker
General Partner
<PAGE> 7
