UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Paula Financial
(Name of Issuer)
Common Stock
(Title of Class of Securities)
703588103
(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 7)
<PAGE>
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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 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
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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 6 SHARED VOTING POWER
BENEFICIALLY 55,727
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 55,727
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,727
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.9%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
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") and (ii) Greyrock Partners Limited
Partnership ("Greyrock"). A copy of the joint filing agreement between the
Reporting Persons is attached hereto as Exhibit A.
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. 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);
(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.
4 of 7 Pages
<PAGE>
Item 4. Ownership.
<TABLE>
<CAPTION>
Shared
Sole Shared Sole Power Power to
Power to Power to to Dispose or Dispose or
Amount Vote or Vote or Direct the Direct the
Beneficially Percent Direct Direct Disposition Disposition of
Reporting Person Owned of Class the Vote the Vote of
---------------- ------------ -------- -------- -------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
1. SCCLP III 0 0% 0 0 0 0
2. Greyrock 55,727 (1) .9% 0 55,727 0 55,727
</TABLE>
(1) These shares have been allocated to the accounts of individual general and
limited partners of Greyrock, who have voting and investment control over
the shares allocated to their respective accounts. Greyrock may be deemed
to beneficially own all or a portion of such shares. 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.
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, check the following |X|. Each of SCCLP
III and Greyrock beneficially own less than five percent of the outstanding
shares of Common Stock.
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.
SCCLP III and Greyrock may be deemed to be members of a group pursuant to
Rule 13d-5 but all such Reporting Persons disclaim membership in a group. The
Reporting Persons hereby file this Schedule 13G pursuant to Rule 13-d(1)(d). A
copy of the joint filing agreement between the Reporting Persons is attached
hereto as Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
5 of 7 Pages
<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.
Dated: February 12, 1999
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
6 of 7 Pages
<PAGE>
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 12, 1999
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
7 of 7 Pages
<PAGE>
