-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Togm9mhezjKs587MXRzw1C4gPWUAiTbiMqoffe0IebBxKn6rFA6Gwrdlh5qBfXBg MJqRXx7ToK8MAvFwRwQY6A== 0000906344-98-000011.txt : 19980218 0000906344-98-000011.hdr.sgml : 19980218 ACCESSION NUMBER: 0000906344-98-000011 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980213 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAREY INTERNATIONAL INC CENTRAL INDEX KEY: 0000747201 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 521171965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-51263 FILM NUMBER: 98540065 BUSINESS ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 BUSINESS PHONE: 2028951200 MAIL ADDRESS: STREET 1: 4530 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __) Carey International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 141750-10-9 (CUSIP Number) December 31, 1997 (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 prior 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). -1- CUSIP No. 141750-10-9 SCHEDULE 13G Page 2 of 18 1 Name Of Reporting Person H&Q LONDON VENTURES IRS Identification No. Of Above Person 94-2966540 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization England 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 3 of 18 1 Name Of Reporting Person VENTURE ASSOCIATES (BVI) LIMITED IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization Bermuda 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 4 of 18 1 Name Of Reporting Person HAMQUIST IRS Identification No. Of Above Person 94-2800484 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* PN CUSIP No. 141750-10-9 SCHEDULE 13G Page 5 of 18 1 Name Of Reporting Person H&Q VENTURES IV IRS Identification No. Of Above Person 94-2940347 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* PN CUSIP No. 141750-10-9 SCHEDULE 13G Page 6 of 18 1 Name Of Reporting Person HAMCO CAPITAL CORPORATION IRS Identification No. Of Above Person 94-2731560 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 7 of 18 1 Name Of Reporting Person HAMBRECHT & QUIST VENTURES PARTNERS IRS Identification No. Of Above Person 94-2949080 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* PN CUSIP No. 141750-10-9 SCHEDULE 13G Page 8 of 18 1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA IRS Identification No. Of Above Person 94-2856927 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 9 of 18 1 Name Of Reporting Person HAMBRECHT & QUIST GROUP IRS Identification No. Of Above Person 94-3246636 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* CO CUSIP No. 141750-10-9 SCHEDULE 13G Page 10 of 18 1 Name Of Reporting Person WILLIAM R. HAMBRECHT IRS Identification No. Of Above Person ###-##-#### 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization United States 5 Sole Voting Power -0- NUMBER OF SHARES 6 Shared Voting Power BENEFICIALLY OWNED BY EACH 945,060 REPORTING PERSON WITH 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 945,060 9 Aggregate Amount Beneficially Owned By Each Reporting Person 945,060 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 12.4% 12 Type Of Reporting Person* IN CUSIP No. 141750-10-9 SCHEDULE 13G Page 11 of 18 Item 1(a). Name of Issuer. Carey International, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 4530 Wisconsin Avenue N.W., 5th Floor, Washington, D.C. 20016 Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Amendment, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Amendment, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Common stock ("Common Stock"). Item 2(e). CUSIP Number. 141750-10-9 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Amendment, which Items are incorporated by reference herein. According to information furnished to the reporting persons by the Issuer, there were 7,630,007 shares of Common Stock issued and outstanding as of December 31, 1997. At December 31, 1997, the following shares of Common Stock were held directly by the following persons: CUSIP No. 141750-10-9 SCHEDULE 13G Page 12 of 18 Common Stock Person Directly Owned H&Q London Ventures 444,093 Venture Associates (BVI) Limited 4,134 Hamquist 10,727 H&Q Ventures IV 175,197 Hamco Capital Corporation 85,816 Hambrecht & Quist Venture Partners 171,063 Hambrecht & Quist California 31,227 William R. Hambrecht 22,803 _______ TOTAL 945,060 ======= Because voting and investment decisions concerning the above securities may be made by or in conjunction with Hambrecht & Quist Venture Partners, Hambrecht & Quist California, Hambrecht & Quist Group and William R. Hambrecht, each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities. Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members and/or managers of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. CUSIP No. 141750-10-9 SCHEDULE 13G Page 13 of 18 This Schedule does not include shares of Common Stock, if any, held by Hambrecht & Quist LLC in its trading account if it is a market maker in the Issuer's Common Stock. 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. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. CUSIP No. 141750-10-9 SCHEDULE 13G Page 14 of 18 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 10, 1998. H&Q LONDON VENTURES H&Q VENTURES IV By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact VENTURE ASSOCIATES (BVI) HAMCO CAPITAL CORPORATION LIMITED By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST VENTURE HAMQUIST PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 141750-10-9 SCHEDULE 13G Page 15 of 18 HAMBRECHT & QUIST GROUP By: /s/ Steven M. Machtinger __________________________ Steven M. Machtinger General Counsel & Secy. WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 141750-10-9 SCHEDULE 13G Page 16 of 18 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 17 CUSIP No. 141750-10-9 SCHEDULE 13G Page 17 of 18 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: February 10, 1998. H&Q LONDON VENTURES H&Q VENTURES IV By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact VENTURE ASSOCIATES (BVI) HAMCO CAPITAL CORPORATION LIMITED By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST VENTURE HAMQUIST PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ __________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact HAMBRECHT & QUIST CALIFORNIA By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 141750-10-9 SCHEDULE 13G Page 18 of 18 HAMBRECHT & QUIST GROUP By: /s/ Steven M. Machtinger __________________________ Steven M. Machtinger General Counsel & Secy. WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----