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; $0.01 par value
(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 13)
<PAGE> 1
CUSIP No. 703588103 13G Page 2 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
RFE Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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
CO
<PAGE> 2
CUSIP No. 703588103 13G Page 3 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
RFE Investment Partners IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 423,713
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
423,713
8 SHARED DISPOSITIVE POWER
0
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
CUSIP No. 703588103 13G Page 4 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
RFE Associates IV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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> 4
CUSIP No. 703588103 13G Page 5 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Robert M. Williams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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
IN
<PAGE> 5
CUSIP No. 703588103 13G Page 6 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Howard C. Landis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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
IN
<PAGE> 6
CUSIP No. 703588103 13G Page 7 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Michael J. Foster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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
IN
<PAGE> 7
CUSIP No. 703588103 13G Page 8 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
James A. Parsons
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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
IN
<PAGE> 8
CUSIP No. 703588103 13G Page 9 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
A. Dean Davis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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
IN
<PAGE> 9
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 report is being filed on behalf of Robert M. Williams, Howard C.
Landis, Michael J. Foster, James A. Parsons, A. Dean Davis and RFE Management
Corporation, a Delaware corporation (the "Management Corporation"), RFE
Associates IV, L.P., a Delaware limited partnership ("Associates IV"), and RFE
Investment Partners IV, L.P., a Delaware limited partnership ("RFE IV").
Each of Robert M. Williams, Howard C. Landis, Michael J. Foster, James A.
Parsons and A. Dean Davis, are general partners of Associates IV. Associates IV
is the general partner of RFE IV. The investments of RFE IV are managed by the
Management Corporation, a corporation which is owned by Robert M. Williams,
Howard C. Landis, Michael J. Foster and James A. Parsons. By virtue of such
relationships, each of Robert M. Williams, Howard C. Landis, Michael J. Foster,
James A. Parsons, A. Dean Davis and the Management Corporation may be deemed to
beneficially own all or a portion of the securities owned by RFE IV.
Additionally, Associates IV may be deemed to beneficially own all or a portion
of the securities owned by RFE IV. Each of the foregoing persons hereby
expressly disclaims beneficial ownership of any securities which are not
directly owned by each such person.
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o RFE Management Corporation
36 Grove Street
New Canaan, CT 06840
Attention: Donald A. Juricic
Item 2(c). Citizenship:
See Item 4 on cover pages.
Item 2(d). Title of Class of Securities:
This Schedule 13G statement relates to Common Stock, $0.01 par value.
Item 2(e). CUSIP Number:
703588103
Item 3. Filing pursuant to Rules 13d-1(b) or 13d-2(b):
Not Applicable.
<PAGE> 10
Item 4. Ownership.
(a) Amount Beneficially Owned:
See Item 9 of cover pages.
(b) Percent of Class:
See Item 11 of cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See Item 5 of cover pages.
(ii) Shared power to vote or direct the vote
See Item 6 of cover pages.
(iii) Sole power to dispose or direct the disposition of
See Item 7 of cover pages.
(iv) Shared power to dispose or direct the disposition of
See Item 8 of cover pages.
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.
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.
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.
Not applicable.
<PAGE> 11
SIGNATURE
After reasonable inquiry and to the best of the undersigneds' knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 10, 1998
RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P.
By: /s/ Robert M. Williams By: /s/ Michael J. Foster
-------------------------- ------------------------
Robert M. Williams Michael J. Foster
President A General Partner
RFE INVESTMENT PARTNERS IV, L.P.
By: RFE Associates IV, L.P.
Its General Partner
/s/ Robert M. Williams By: /s/ Michael J. Foster
-------------------------- ------------------------
Robert M. Williams Michael J. Foster
A General Partner
/s/ Howard C. Landis
--------------------------
Howard C. Landis
/s/ James A. Parsons
---------------------------
James A. Parsons
/s/ A. Dean Davis
---------------------------
A. Dean Davis
/s/ Michael J. Foster
----------------------------
Michael J. Foster
<PAGE> 12
EXHIBIT A
AGREEMENT REGARDING
JOINT FILING OF SCHEDULE 13G
Each of the undersigned agrees as follows:
(i) The Schedule 13G to which this Exhibit is attached is filed on behalf
of each of the undersigned.
(ii) Each of the undersigned is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such entities contained therein; but each of such
entities is not responsible for the completeness or accuracy of the information
concerning the other entities making the filing, unless such entity knows or has
reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts.
Dated: February 10, 1998
RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P.
By: /s/ Robert M. Williams By: /s/ Michael J. Foster
------------------------- -------------------------
Robert M. Williams Michael J. Foster
President A General Partner
RFE INVESTMENT PARTNERS IV, L.P.
By: RFE Associates IV, L.P.
Its General Partner
/s/ Robert M. Williams By: /s/ Michael J. Foster
------------------------- --------------------------
Robert M. Williams Michael J. Foster
A General Partner
/s/ Howard C. Landis
-------------------------
Howard C. Landis
/s/ James A. Parsons
-------------------------
James A. Parsons
/s/ A. Dean Davis
-------------------------
A. Dean Davis
/s/ Michael J. Foster
-------------------------
Michael J. Foster
<PAGE> 13
