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; $0.01 par value
(Title of Class of Securities)
703588103
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of the 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. 703588103 13G Page 2 of 14 Pages
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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) |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 4,000
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 4,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.1%
12 TYPE OF REPORTING PERSON
CO
2
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CUSIP No. 703588103 13G Page 3 of 14 Pages
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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) |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 4,000
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 4,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.1%
12 TYPE OF REPORTING PERSON
PN
3
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CUSIP No. 703588103 13G Page 4 of 14 Pages
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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) |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 17,511
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 17,511
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,511
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON
PN
4
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CUSIP No. 703588103 13G Page 5 of 14 Pages
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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) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
5 SOLE VOTING POWER
NUMBER OF 15,000
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 17,511
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 15,000
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 17,511
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,511
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.5%
12 TYPE OF REPORTING PERSON
IN
5
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CUSIP No. 703588103 13G Page 6 of 14 Pages
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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) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
5 SOLE VOTING POWER
NUMBER OF 3,000
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 17,511
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 3,000
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 17,511
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,511
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON
IN
6
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CUSIP No. 703588103 13G Page 7 of 14 Pages
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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) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 17,511
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 17,511
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,511
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON
IN
7
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CUSIP No. 703588103 13G Page 8 of 14 Pages
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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) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
5 SOLE VOTING POWER
NUMBER OF 1,500
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 17,511
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 1,500
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 17,511
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,011
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON
IN
8
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CUSIP No. 703588103 13G Page 9 of 14 Pages
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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) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
5 SOLE VOTING POWER
NUMBER OF 2,100
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 17,511
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 2,100
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 17,511
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,611
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON
IN
9
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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. 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:
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. 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);
10
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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.
(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.
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 the
reporting persons beneficially owns less than five percent of the outstanding
shares of the Issuer.
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.
11
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Item 10. Certification.
Not applicable.
12
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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 12, 1999
RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P.
By: /s/ Robert M. Williams By: /s/ A. Dean Davis
---------------------------- -----------------------------
Robert M. Williams A. Dean Davis
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/ A. Dean Davis
- --------------------------------- -----------------------------
Robert M. Williams A. Dean Davis
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
13
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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 12, 1999
RFE MANAGEMENT CORPORATION RFE ASSOCIATES IV, L.P.
By: /s/ Robert M. Williams By: /s/ A. Dean Davis
---------------------------- -----------------------------
Robert M. Williams A. Dean Davis
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/ A. Dean Davis
- --------------------------------- -----------------------------
Robert M. Williams A. Dean Davis
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
14
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