LITTLE WING PARTNERS L P
SC 13G/A, 2000-02-15
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 SCHEDULE 13G/A




             INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*

                               Factual Data Corp.
                                (NAME OF ISSUER)

                                  Common Stock
                         (TITLE OF CLASS OF SECURITIES)

                                   30309-41-06
                                 (CUSIP NUMBER)


                                December 31, 1999
             (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)

[X]  Rule 13d-1(c)

[ ]  Rule 13d-1(d)



<PAGE>


CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 2 of 12


1.   Name of Reporting Person, I.R.S. Identification No. of Above Person
     (Entities only):

     Little Wing, L.P., 13-3778596

2.   Check the Appropriate Box or Group:

          (a)  [ ]

          (b)  [x]


3.   SEC Use Only


4.   Citizenship or Place of Organization:

          Delaware


     Number of Shares Beneficially Owned by Each Reporting Person with:

     5.   Sole Voting Power:            0

     6.   Shared Voting Power:          0

     7.   Sole Dispositive Power:       0

     8.   Shared Dispositive Power:     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): 0.0%

12.  Type of Reporting Person: PN



<PAGE>

CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 3 of 12


1.   Name of Reporting Person, I.R.S. Identification No. of Above Person
     (Entities only):

     Little Wing Too, L.P., 06-1520333


2.   Check the Appropriate Box or Group:

          (a)  [ ]

          (b)  [x]


3.   SEC Use Only


4.   Citizenship or Place of Organization:

                  Delaware


     Number of Shares Beneficially Owned by Each Reporting Person with:

     5.   Sole Voting Power:           0

     6.   Shared Voting Power:         0

     7.   Sole Dispositive Power:      0

     8.   Shared Dispositive Power:    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): 0.0%

12.  Type of Reporting Person: PN



<PAGE>

CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 4 of 12


1.   Name of Reporting Person, I.R.S. Identification No. of Above Person
     (Entities only):

     Quilcap Corp., 13-3780878


2.   Check the Appropriate Box or Group:

                  (a)      [ ]
                  (b)      [x]


3.   SEC Use Only


4.   Citizenship or Place of Organization:

          Delaware


     Number of Shares Beneficially Owned by Each Reporting Person with:

     5.   Sole Voting Power:           0

     6.   Shared Voting Power:         0

     7.   Sole Dispositive Power:      0

     8.   Shared Dispositive Power:    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): 0.0%

12.  Type of Reporting Person: CO


<PAGE>


CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 5 of 12


1.   Name of Reporting Person, I.R.S. Identification No. of Above Person
     (Entities only):

          Tradewinds Fund Ltd.


2.   Check the Appropriate Box or Group:

          (a)  [ ]

          (b)  [x]


3.   SEC Use Only


4.   Citizenship or Place of Organization:

          British Virgin Islands


     Number of Shares Beneficially Owned by Each Reporting Person with:

     5.   Sole Voting Power:           0

     6.   Shared Voting Power:         0

     7.   Sole Dispositive Power:      0

     8.   Shared Dispositive Power:    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): 0.0%

     12.  Type of Reporting Person: CO





<PAGE>

CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 6 of 12


1.   Name of Reporting Person, I.R.S. Identification No. of Above Person
     (Entities only):

          Quilcap International Corp., 13-3868725


2.   Check the Appropriate Box or Group:

          (a)  [ ]
          (b)  [x]


3.   SEC Use Only


4.   Citizenship or Place of Organization:

          Delaware


     Number of Shares Beneficially Owned by Each Reporting Person with:

     5.   Sole Voting Power:           0

     6.   Shared Voting Power:         0

     7.   Sole Dispositive Power:      0

     8.   Shared Dispositive Power:    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): 0.0%

12.  Type of Reporting Person: CO



<PAGE>


CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 7 of 12


1.   Name of Reporting Person, I.R.S. Identification No. of Above Person
     (Entities only):

          Parker Quillen


2.   Check the Appropriate Box or Group:

          (a)  [ ]
          (b)  [x]


3.   SEC Use Only


4.   Citizenship or Place of Organization:

          United States


     Number of Shares Beneficially Owned by Each Reporting Person with:

     5.   Sole Voting Power:           0

     6.   Shared Voting Power:         0

     7.   Sole Dispositive Power:      0

     8.   Shared Dispositive Power:    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): 0.0%

12.  Type of Reporting Person: IN



<PAGE>


CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 8 of 12


     Schedule 13G of Little Wing, L.P. ("Little Wing"), Little Wing Too, L.P.
("Little Wing Too"), Quilcap Corp. ("Quilcap Corp."), Tradewinds Fund Ltd.
("Tradewinds"), Quilcap International Corp. ("Quilcap International") and Parker
Quillen with respect to the common stock of Factual Data Corp. (the "Issuer").

ITEM 1(a) NAME OF ISSUER:
          Factual Data Corp.

ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
          5200 Hahns Peak Drive, Suite 200, Loveland, CO 80538

ITEM 2(a) NAME OF PERSON(S) FILING:
          Little Wing, L.P.
          Little Wing Too, L.P.
          Quilcap Corp.
          Tradewinds Funds
          Quilcap International Corp.
          Parker Quillen

ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

          Little Wing, L.P.
          c/o Quilcap Corp.
          375 Park Avenue
          Suite 1404
          New York, NY 10152

          Little Wing Too, L.P.
          c/o Quilcap Corp.
          375 Park Avenue
          Suite 1404
          New York, NY 10152

          Quilcap Corp.
          375 Park Avenue
          Suite 1404
          New York, NY 10152



<PAGE>


CUSIP NO. 30309-41-06             SCHEDULE 13G                      Page 9 of 12


          Tradewinds Fund Ltd.
          c/o Quilcap International Corp.
          375 Park Avenue
          Suite 1404
          New York, NY 10152

          Quilcap International Corp.
          375 Park Avenue
          Suite 1404
          New York, NY 10152

          Parker Quillen
          c/o Quilcap Corp.
          375 Park Avenue
          Suite 1404
          New York, NY 10152

ITEM 2(c) CITIZENSHIP:

          Little Wing and Little Wing Too are each limited partnerships
          organized under the laws of the State of Delaware. Quilcap Corp. and
          Quilcap International are each corporations organized under the laws
          of the State of Delaware. Tradewinds is a corporation organized under
          the laws of the British Virgin Islands. Parker Quillen is a citizen of
          the United States.

ITEM 2(d) TITLE OF CLASS OF SECURITIES:
          Common Stock

ITEM 2(e) CUSIP NUMBER:
          30309-41-06

ITEM 3    IF THIS STATEMENT IS FILED PURSUANT TO RULE 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
                       Securities Exchange Act of 1934 (the "Act");

              [ ]  (b) Bank as defined in Section 3(a)(6) of the Act;

              [ ]  (c) Insurance Company as defined in Section 3(a)(19) of the
                       Act;

              [ ]  (d) Investment Company registered under Section 8 of the
                       Investment Company Act of 1940;

              [ ]  (e) An investment adviser in accordance with Rule
                       13d-1(b)(1)(ii)(E);



<PAGE>

CUSIP NO. 30309-41-06             SCHEDULE 13G                     Page 10 of 12


              [ ]  (f) An employee benefit plan or endowment fund in
                       accordance with Rule 13d-1(b)(1)(ii)(F);
              [ ]  (g) A parent holding company or control person in accordance
                       with Rule 13d-1(b)(1)(ii)(G);
              [ ]  (h) A savings association as defined in Section 3(b) of the
                       Federal Deposit Insurance Act;

              [ ]  (i) A church plan that is excluded from the definition of an
                       investment company under Section 3(c)(14) of the
                       Investment Company Act;
              [ ]  (j) A Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

          If this statement is filed pursuant to Rule 13d-1(c), check this box.
          [x]

ITEM 4    OWNERSHIP

          (a)  Amount Beneficially Owned:
              No shares

          (b)  Percentage of Class:
              0.0%

          (c)  Number of shares as to which such person has:
              (i)   sole power to vote or to direct the vote:    -0-
              (ii)  shared power to vote or to direct the vote:  -0-
              (iii) sole power to dispose or to direct the
                    disposition of:                              -0-
              (iv)  shared power to dispose or to direct the
                    disposition of :                             -0-

               Quilcap Corp. is the general partner of each of Little Wing and
          Little Wing Too. Quilcap International is the investment manager to
          Tradewinds. Little Wing and Little Wing Too each have the power to
          vote and dispose of their respective Common Shares, which power may be
          exercised by Parker Quillen, as President of Quilcap Corp., the
          general partner to both entities. Tradewinds has the power to vote and
          dispose of the Common Shares owned by it, which power may be exercised
          by Parker Quillen, as President of Quilcap International, the
          investment manager to Tradewinds.



<PAGE>

CUSIP NO. 30309-41-06             SCHEDULE 13G                     Page 11 of 12


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 /

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.

ITEM 10   CERTIFICATION (if filing pursuant to Rule 13d-1(c))
          Not applicable.



<PAGE>


CUSIP NO. 30309-41-06             SCHEDULE 13G                     Page 12 of 12


                                    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 13, 2000

LITTLE WING, L.P.                             LITTLE WING TOO, L.P.
By: Quilcap Corp., General Partner            By: Quilcap Corp., General Partner

By: /s/ Parker Quillen                        By: /s/ Parker Quillen
   -------------------------------            ----------------------------------
Parker Quillen, President                         Parker Quillen, President

QUILCAP CORP.                                 TRADEWINDS FUND LTD.
                                              By: Quilcap International Corp.

By: /s/ Parker Quillen                        By: /s/ Parker Quillen
   -------------------------------               -------------------------------
Parker Quillen, President                     Parker Quillen, President


QUILCAP INTERNATIONAL CORP.


By: /s/ Parker Quillen                        /s/ Parker Quillen
    ------------------------------            ----------------------------------
    Parker Quillen, President                 PARKER QUILLEN



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