UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Daleen Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
23427N 10 4
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(CUSIP Number)
June 7, 2001
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(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).
CUSIP No. 23427N 10 4 Page 2 of 8
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The St. Paul Companies, Inc.
41-0518860
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
Not Applicable
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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 Shares (5) Sole Voting Power
Beneficially 0
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: 3,851,664 (see Item 4)
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(7) Sole Dispositive Power
0
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(8) Shared Dispositive Power
3,851,664 (see Item 4)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,851,664 (see Item 4)
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) / /
Not Applicable
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(11) Percent of Class Represented by Amount in Row (9)
15.5%
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(12) Type of Reporting Person (See Instructions)
HC, IC and CO
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CUSIP No. 23427N 10 4 Page 3 of 8
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
St. Paul Fire and Marine Insurance Company
41-0406690
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
Not Applicable
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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 Shares (5) Sole Voting Power
Beneficially 0
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: 3,829,167 (see Item 4)
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(7) Sole Dispositive Power
0
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(8) Shared Dispositive Power
3,829,167 (see Item 4)
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,829,167 (see Item 4)
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) / /
Not Applicable
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(11) Percent of Class Represented by Amount in Row (9)
15.4%
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(12) Type of Reporting Person (See Instructions)
IC and CO
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ITEM 1.
(a) Name of Issuer
The name of the issuer is Daleen Technologies, Inc. (the
"Issuer").
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(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.
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ITEM 2.
(a) Name of Person 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."
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(b) Address of Principal Business Office or, if none, Residence
The principal business address of each of the Reporting
Persons is 385 Washington Street, St. Paul, Minnesota 55102.
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(c) Citizenship
Each of The St. Paul and F&M is a Minnesota corporation.
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(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").
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(e) CUSIP Number
The CUSIP number of the Common Stock is 23427N 10 4.
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-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) / / 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.
(j) / / 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 3,851,664 shares of Common Stock of the
Issuer, and 3,829,167 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, 2,166,875 shares of Common Stock
issuable upon conversion of 18,028 shares of Series F preferred stock
(at a conversion price of $0.9230 per share), and 866,726 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 $0.9230 per
share) that may be acquired upon exercise of Series F Warrants. 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 3,851,664 shares described in this Schedule
13G. By virtue of the affiliate relationships among The St. Paul, F&M,
SPVC IV and SPVC VI, F&M may be deemed to own beneficially 3,829,167
shares described in this Schedule 13G. Hence, each of The St. Paul and
F&M may be deemed to beneficially own 3,851,664 shares of Common Stock
of the Issuer, and 3,829,167 shares of Common Stock of the Issuer,
respectively.
(b) Percent of class: The St. Paul: 15.5% and F&M: 15.4%. The foregoing
percentages are calculated based on the 21,794,163 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 March 31, 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............................ 3,851,664
(iii) Sole power to dispose or to direct the disposition of................. 0
(iv) Shared power to dispose or to direct the disposition of............... 3,851,664
(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............................ 3,829,167
(iii) Sole power to dispose or to direct the disposition of................. 0
(iv) Shared power to dispose or to direct the disposition of............... 3,829,167
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: June 20, 2001.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
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Bruce A. Backberg
Its: Senior Vice President
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By: /s/ Bruce A. Backberg
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Bruce A. Backberg
Its: Senior Vice President
Page 7 of 8
EXHIBIT I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required on Schedule 13G need be filed with respect to ownership by each of the
undersigned of shares of Common Stock of Daleen Technologies, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: June 20, 2001
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
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Bruce A. Backberg
Its: Senior Vice President
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By: /s/ Bruce A. Backberg
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Bruce A. Backberg
Its: Senior Vice President
Page 8 of 8