UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Daleen Technologies, Inc.
-------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
23427N 10 4
-----------
(CUSIP Number)
December 31, 2001
-----------------
(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)
* 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).
Page 1 of 8
CUSIP NO. 23427N 10 4 SCHEDULE 13G Page 2 of 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
The St. Paul Companies, Inc.
41-0518860
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota corporation
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 3,908,586 (see Item 4)
REPORTING ---------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,908,586 (see Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,908,586 (see Item 4)
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10 CHECK BOX If THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.7%
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12 TYPE OF REPORTING PERSON*
HC, IC and CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8
CUSIP NO. 23427N 10 4 SCHEDULE 13G Page 3 of 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
St. Paul Fire and Marine Insurance Company
41-0406690
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota corporation
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 3,886,089 (see Item 4)
REPORTING ---------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,886,089 (see Item 4)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,886,089 (see Item 4)
--------------------------------------------------------------------------------
10 CHECK BOX If THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
Not Applicable
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IC and CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8
Item 1(a). NAME OF ISSUER:
The name of the issuer is Daleen Technologies, Inc. (the "Issuer").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the Issuer is 1750
Clint Moore Road, Boca Raton, FL 33487.
Item 2(a). NAME OF PERSONS FILING:
The St. Paul Companies, Inc. ("The St. Paul") and St. Paul
Fire and Marine Insurance Company ("F&M"). The St. Paul and
F&M are collectively referred to herein as the "Reporting
Persons."
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The principal business address of each of the Reporting
Persons is 385 Washington Street, St. Paul, Minnesota 55102.
Item 2(c). CITIZENSHIP:
Each of The St. Paul and F&M is a Minnesota corporation.
Item 2(d). TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement relates is
the common stock, par value $0.01 per share, of the Issuer (the
"Common Stock").
Item 2(e). CUSIP NUMBER:
The CUSIP number of the Common Stock is 23427N 10 4.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE FILING PERSON 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) / / Investment Advisor registered under Section 203 of
the Investment Advisers Act of 1940.
Page 4 of 8
(f) / / Employee Benefit Plan, Pension Fund, which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F) of the Act.
(g) / / Parent Holding Company or Control Person, in
accordance with Rule 13d-1(b)(ii)(G) (Note: See Item
7).
(h) / / Savings Associations, as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) / / Church Plan, that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940.
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. OWNERSHIP:
(a) Amount beneficially owned: Each of The St. Paul and F&M may be
deemed to own beneficially 3,908,586 shares of Common Stock of the
Issuer, and 3,886,089 shares of Common Stock of the Issuer,
respectively. F&M is a wholly owned subsidiary of The St. Paul. F&M is
the 99% owner of St. Paul Venture Capital IV, LLC ("SPVC IV") and St.
Paul Venture Capital VI, LLC ("SPVC VI"). The St. Paul is the 77% owner
of St. Paul Venture Capital, Inc. ("SPVC"), the manager of St. Paul
Venture Capital Affiliates Fund I, LLC ("SPVC Affiliates"). F&M
beneficially owns, through its 99% ownership interest in SPVC IV,
795,566 shares of Common Stock. F&M also beneficially owns, through its
99% ownership interest in SPVC VI, 2,207,534 shares of Common Stock
issuable upon conversion of 18,028 shares of Series F preferred stock
(at a conversion price of $0.906 per share), and 882,989 shares of
Common Stock that will be issuable upon the conversion of 7,211 shares
of Series F preferred stock (at a conversion price of $0.906 per share)
that may be acquired upon exercise of Series F Warrants. Both of the
Series F preferred stock and the Series F Warrants are convertible or
exercisable within 60 days. In addition, The St. Paul beneficially
owns, through its 77% ownership interest in SPVC, the manager of SPVC
Affiliates, 22,497 shares of Common Stock. By virtue of the affiliate
relationships among The St. Paul, F&M, SPVC IV, SPVC Affiliates and
SPVC VI, The St. Paul may be deemed to own beneficially 3,908,586
shares described in this Schedule 13G. By virtue of the affiliate
relationships among F&M, SPVC IV and SPVC VI, F&M may be deemed to own
beneficially 3,886,089 shares described in this Schedule 13G. Hence,
each of The St. Paul and F&M may be deemed to beneficially own
3,908,586 shares of Common Stock of the Issuer, and 3,886,089 shares of
Common Stock of the Issuer, respectively.
(b) Percent of class: The St. Paul: 15.7% and F&M: 15.6%. The
foregoing percentages are calculated based on the 21,874,528 shares
of Common Stock represented to be outstanding by the Issuer on its
most recently filed annual report on Form 10-Q for the quarter ended
September 30, 2001.
Page 5 of 8
(c) Number of shares as to which The St. Paul has:
(i) Sole power to vote or to direct the vote ..................... 0
(ii) Shared power to vote or to direct the vote ................... 3,908,586
(iii) Sole power to dispose or to direct the disposition of ........ 0
(iv) Shared power to dispose or to direct the disposition of ...... 3,908,586
(c) Number of shares as to which F&M has:
(i) Sole power to vote or to direct the vote .................... 0
(ii) Shared power to vote or to direct the vote .................. 3,886,089
(iii) Sole power to dispose or to direct the disposition of ....... 0
(iv) Shared power to dispose or to direct the disposition of...... 3,886,089
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:
By signing below, each of the undersigned certifies that, to the
best of the undersigned's knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 23, 2002.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
---------------------------------
Bruce A. Backberg
Its: Senior Vice President
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By: /s/ Bruce A. Backberg
---------------------------------
Bruce A. Backberg
Its: Senior Vice President
Page 7 of 8