SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)*
Paula Financial
(Name of Issuer)
Common Stock
(Title of Class of Securities)
703588103
(CUSIP Number)
*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 23)
<PAGE> 1
CUSIP No. 703588103 13G Page 2 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
General American Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
877,095
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
877,095
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,095
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON
IC, CO
<PAGE> 2
CUSIP No. 703588103 13G Page 3 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
General American Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
877,095
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
877,095
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,095
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON
CO
<PAGE> 3
CUSIP No. 703588103 13G Page 4 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning 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
Missouri
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
877,095
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
877,095
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,095
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON
CO
<PAGE> 4
CUSIP No. 703588103 13G Page 5 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning, Inc.
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
877,095
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
877,095
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,095
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON
CO
<PAGE> 5
CUSIP No. 703588103 13G Page 6 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning & Company
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
877,095
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
877,095
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,095
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON
BD, CO, IA
<PAGE> 6
CUSIP No. 703588103 13G Page 7 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning Insurance Capital Limited Partnership II
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
199,144
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
199,144
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,144
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON
PN
<PAGE> 7
CUSIP No. 703588103 13G Page 8 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning Insurance Capital International Partners II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
224,568
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
224,568
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,568
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
12 TYPE OF REPORTING PERSON
PN
<PAGE> 8
CUSIP No. 703588103 13G Page 9 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning Insurance Capital Limited Partnership III
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
348,038
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
348,038
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
348,038
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12 TYPE OF REPORTING PERSON
PN
<PAGE> 9
CUSIP No. 703588103 13G Page 10 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning Insurance Capital International Partners III, 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
Cayman Islands
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
75,678
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
75,678
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,678
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
12 TYPE OF REPORTING PERSON
PN
<PAGE> 10
CUSIP No. 703588103 13G Page 11 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning Investment Partners II, L.L.C.
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
423,712
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
423,712
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,712
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12 TYPE OF REPORTING PERSON
00
<PAGE> 11
CUSIP No. 703588103 13G Page 12 of 23 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS or IRS IDENTIFICATION NUMBER OF ABOVE PERSONS
Conning Investment Partners Limited Partnership III
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
423,716
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
423,716
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,716
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12 TYPE OF REPORTING PERSON
PN
<PAGE> 12
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 statement is being filed jointly by the following parties : (i)
General American Life Insurance Company ("GALIC"), by virtue of its ownership of
all of the outstanding capital stock of General American Holding Company
("Holdings"), (ii) Holdings, by virtue of its ownership of a majority of the
outstanding voting capital stock of Conning Corporation ("Conning Corp."), (iii)
Conning Corp. by virtue of its ownership of all of the outstanding capital stock
of Conning, Inc., (iv) Conning, Inc. by virtue of its ownership of all of the
outstanding capital stock of Conning & Company ("Conning"), (v) Conning by
virtue of its having voting and dispositive control as (A) the general partner
of the limited partnership which is the general partner of Conning Insurance
Capital Limited Partnership III ("CICLP III") and Conning Insurance Capital
International Partners III, L.P. ("CICIP III") and (B) the manager member of the
limited liability company which is the general partner of Conning Insurance
Capital Limited Partnership II ("CICLP II") and Conning Insurance Capital
International Partners II ("CICIP II"), (vi) Conning Investment Partners II,
L.L.C. ("Conning LLC") by virtue of its having voting and dispositive control as
the general partner of CICLP II and CICIP II, (vii) Conning Investment Partners
Limited Partnership III ("Conning Investment") by virtue of its having voting
and dispositive control as the general partner of CICLP III and CICIP III,
(viii) CICLP II by virtue of its direct beneficial ownership of Common Stock,
(ix) CICIP II by virtue of its direct beneficial ownership of Common Stock, (x)
CICLP III by virtue of its direct beneficial ownership of Common Stock and (xi)
CICIP III by virtue of its direct beneficial ownership of Common Stock.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of GALIC, Holdings and Conning
Corp. is 700 Market Street, St. Louis, Missouri 63101. The address of the
principal business office of each of Conning, Inc., Conning, Conning LLC,
Conning Investment, CICLP II and CICLP III is CityPlace II, 185 Asylum Street,
Hartford, Connecticut 06103-4105. The principal business office of CICIP II and
CICIP III is Bank of Bermuda (Cayman) Limited, P.O. Box 513 GT Grand Cayman,
Cayman Islands, B.W.I.
Item 2(c). Citizenship:
GALIC, Holdings and Conning Corp. are Missouri corporations. Conning, Inc.
is a Delaware corporation. Conning is a Connecticut corporation. Conning
Investment, CICLP II and CICLP III are limited partnerships organized under the
laws of Delaware. CICIP II and CICIP III are limited partnerships organized
under the laws of the Cayman Islands. Conning LLC is a limited liability company
organized under the laws of Delaware.
Item 2(d). Title of Class of Securities:
This Schedule 13G statement relates to Common Stock.
Item 2(e). CUSIP Number:
703588-10-3
Item 3. Filing pursuant to Rules 13d-1(b) or 13d-2(b):
This Schedule 13G statement is not being filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b).
<PAGE> 13
Item 4. Ownership.
<TABLE>
<CAPTION>
Sole Shared
Power to Power to Sole Power Shared Power
Vote or Vote or to Dispose to Dispose or
Amount Beneficially Percent Direct the Direct or Direct Direct the
Reporting Person Owned of Class Vote the Vote Disposition or Disposition of
<S> <C> <C> <C> <C> <C> <C>
1. GALIC 877,095 (1) 13.9% 0 877,095 0 877,095
2. Holdings 877,095 (1) 13.9% 0 877,095 0 877,095
3. Conning Corp. 877,095 (1) 13.9% 0 877,095 0 877,095
4. Conning, Inc. 877,095 (1) 13.9% 0 877,095 0 877,095
5. Conning 877,095 (1) 13.9% 0 877,095 0 877,095
6. Conning Investment 423,716 (1) 6.7% 0 423,716 0 423,716
7. CICLP III 348,038 (1) 5.5% 0 348,038 0 348,038
8. CICIP III 75,678 (1) 1.2% 0 75,678 0 75,678
9. Conning LLC 423,712 (1) 6.7% 0 423,712 0 423,712
10. CICLP II 199,144 (1) 3.1% 0 199,144 0 199,144
11. CICIP II 224,568 (1) 3.6% 0 224,568 0 224,568
========================== ===================== =========== ============ =========== ============= ================
</TABLE>
(1) By virtue of its ownership of all of the outstanding capital stock of
Conning, Conning, Inc. may be deemed to possess indirect beneficial ownership of
the shares of Common Stock deemed beneficially held by Conning. By virtue of its
ownership of a all of the outstanding capital stock of Conning, Inc., Conning
Corp. may be deemed to possess indirect beneficial ownership of the shares of
Common Stock deemed beneficially held by Conning, Inc. By virtue of its
ownership of a majority of the outstanding voting common stock of Conning Corp.,
Holdings may be deemed to possess indirect beneficial ownership of the shares of
Common Stock deemed beneficially held by Conning Corp. By virtue of its
ownership of all of the outstanding capital stock of Holdings, GALIC may be
deemed to possess indirect beneficial ownership of the shares of Common Stock
deemed beneficially held by Holdings. By virtue of the relationships described
in Item 2(a), Conning may be deemed to possess indirect beneficial ownership of
the shares of Common Stock deemed beneficially held by Conning LLC, Conning
Investment, CICLP II, CICIP II, CICLP III and CICIP III. By virtue of the
relationships described in Item 2(a), Conning LLC may be deemed to possess
indirect beneficial ownership of the shares of Common Stock deemed beneficially
held by CICLP II and CICIP II. By virtue of the relationships described in Item
2(a), Conning Investment may be deemed to possess indirect beneficial ownership
of the shares of Common Stock deemed beneficially held by CICLP III and CICIP
III. The filing of this statement by GALIC, Holdings, Conning Corp., Conning,
Inc., Conning, Conning LLC, or Conning Investment shall not be construed as an
admission that any of GALIC, Holdings, Conning Corp., Conning, Inc., Conning,
Conning LLC, or Conning Investment, is, for the purposes of Section 13(d) or
Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"),
the beneficial owner of any securities covered by this statement.
Item 5. Ownership of Five Percent or Less of a Class.
This filing on Schedule 13G is not for the purpose of reporting the fact
that as of the date hereof any of the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
Common Stock owned by the Reporting Persons.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
GALIC, Holdings, Conning Corp. and Conning, Inc. are each parent holding
companies in the holding company structure described in footnote (1) to the
chart in Item 4 which identifies the relationship among the parties and, Conning
& Company, the relevant subsidiary.
<PAGE> 14
Item 8. Identification and Classification of Members of the Group.
GALIC, Holdings, Conning Corp., Conning, Inc., Conning, CICLP II, CICIP II,
CICLP III, CICLP III, Conning LLC and Conning Investment may be deemed to be
members of a group (the "Group") pursuant to Rule 13d-5 under the Act, but all
such Reporting Persons disclaim membership in a group. The Reporting Persons
hereby file this Schedule 13G pursuant to Rule 13d-1(c). The Reporting Persons
acquired beneficial ownership of the shares reported as beneficially owned by
them herein before any shares of Common Stock were registered pursuant to
Section 12 of the Act. A copy of the agreement between the Reporting Persons
that this Schedule 13G is filed on behalf of each of them is attached hereto as
Exhibit A. Exhibit B lists the names and principal business offices of each
Reporting Person.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
This filing on Schedule 13G is not being made pursuant to Rule 13d-1(b).
<PAGE> 15
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 10, 1998
GENERAL AMERICAN LIFE
INSURANCE COMPANY
By: /s/ Matthew P. McCauley
-------------------------
Matthew P. McCauley
Vice President
GENERAL AMERICAN HOLDING COMPANY
By: /s/ Matthew P. McCauley
-------------------------
Matthew P. McCauley
Vice President
CONNING CORPORATION
By: /s/ Matthew P. McCauley
-------------------------
Matthew P. McCauley
Secretary
CONNING, INC.
By: /s/ Fred M. Schpero
----------------------
Fred M. Schpero
Secretary
CONNING & COMPANY
By: /s/ Fred M. Schpero
-----------------------
Fred M. Schpero
Senior Vice President, Secretary and
Chief Financial Officer
<PAGE> 16
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP II
By: Conning Investment Partners II, L.L.C.,
its General Partner
By: Conning & Company,
its Manager Member
By: /s/ John B. Clinton
------------------------
John B. Clinton
Senior Vice President
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II
By: Conning Investment Partners II, L.L.C.,
its Investment General Partner
By: Conning & Company,
its Manager Member
By: /s/ John B. Clinton
-------------------------
John B. Clinton
Senior Vice President
CONNING INSURANCE CAPITAL LIMITED
PARTNERSHIP III
By: Conning Investment Partners Limited Partnership III,
its General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
------------------------
John B. Clinton
Senior Vice President
<PAGE> 17
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS III, L.P.
By: Conning Investment Partners Limited Partnership III,
its Investment General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
-----------------------
John B. Clinton
Senior Vice President
CONNING INVESTMENT PARTNERS II, L.L.C.
By: Conning & Company,
its Manager Member
By: /s/ John B. Clinton
-----------------------
John B. Clinton
Senior Vice President
CONNING INVESTMENT PARTNERS
LIMITED PARTNERSHIP III
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
----------------------
John B. Clinton
Senior Vice President
<PAGE> 18
EXHIBIT INDEX
EXHIBIT PAGE NUMBER
A. AGREEMENT BETWEEN REPORTING PERSONS 19
B. IDENTIFICATION OF MEMBERS OF THE GROUP 22
<PAGE> 19
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
This will confirm the agreement by and between the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of common stock of Paula Financial, a
Delaware corporation, is being filed on behalf of each of the parties named
below.
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
Date: February 10, 1998
GENERAL AMERICAN LIFE
INSURANCE COMPANY
By: /s/ Matthew P. McCauley
---------------------------
Matthew P. McCauley
Vice President
GENERAL AMERICAN HOLDING COMPANY
By: /s/ Matthew P. McCauley
---------------------------
Matthew P. McCauley
Vice President
CONNING CORPORATION
By: /s/ Matthew P. McCauley
---------------------------
Matthew P. McCauley
Secretary
CONNING, INC.
By: /s/ Fred M. Schpero
---------------------------
Fred M. Schpero
Secretary
CONNING & COMPANY
By: /s/ Fred M. Schpero
---------------------------
Fred M. Schpero
Senior Vice President, Secretary
and Chief Financial Officer
<PAGE> 20
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP II
By: Conning Investment Partners II, L.L.C.,
its General Partner
By: Conning & Company,
its Manager Member
By: /s/ John B. Clinton
-------------------------
John B. Clinton
Senior Vice President
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II
By: Conning Investment Partners II, L.L.C.,
its Investment General Partner
By: Conning & Company,
its Manager Member
By: /s/ John B. Clinton
------------------------
John B. Clinton
Senior Vice President
CONNING INSURANCE CAPITAL LIMITED
PARTNERSHIP III
By: Conning Investment Partners Limited Partnership III,
its General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
------------------------
John B. Clinton
Senior Vice President
<PAGE> 21
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS III, L.P.
By: Conning Investment Partners Limited Partnership III,
its Investment General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
------------------------
John B. Clinton
Senior Vice President
CONNING INVESTMENT PARTNERS II, L.L.C.
By: Conning & Company,
its Manager Member
By: /s/ John B. Clinton
-----------------------
John B. Clinton
Senior Vice President
CONNING INVESTMENT PARTNERS
LIMITED PARTNERSHIP III
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
------------------------
John B. Clinton
Senior Vice President
<PAGE> 22
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
The following are the names and principal business addresses of the members
of the Group which have filed this Schedule 13G:
General American Life Insurance Company
700 Market Street
St. Louis, MO 63101
General American Holding Company
700 Market Street
St. Louis, MO 63101
Conning Corporation
700 Market Street
St. Louis, MO 63101
Conning, Inc.
CityPlace II, 185 Asylum Street
Hartford, Connecticut 06103-4105
Conning & Company
CityPlace II, 185 Asylum Street
Hartford, Connecticut 06103-4105
Conning Insurance Capital Limited Partnership II
c/o Conning & Company
CityPlace II, 185 Asylum Street
Hartford, Connecticut 06103-4105
Conning Insurance Capital International Partners II
c/o Bank of Bermuda (Cayman) Limited
P.O. Box 513 GT Grand Cayman
Cayman Islands B.W.I.
Conning Insurance Capital Limited Partnership III
c/o Conning & Company
CityPlace II, 185 Asylum Street
Hartford, Connecticut 06103-4105
Conning Insurance Capital International Partners III, L.P.
c/o Bank of Bermuda (Cayman) Limited
P.O. Box 513 GT Grand Cayman
Cayman Islands B.W.I.
Conning Investment Partners II, L.L.C.
c/o Conning & Company
CityPlace II, 185 Asylum Street
Hartford, Connecticut 06103-4105
Conning Investment Partners Limited Partnership III
c/o Conning & Company
CityPlace II, 185 Asylum Street
Hartford, Connecticut 06103-4105
<PAGE> 23
