UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Paula Financial
(Name of Issuer)
Common Stock
(Title of Class of Securities)
703588103
(CUSIP Number)
December 31, 1998
(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 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 25)
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CUSIP No. 703588103 13G Page 2 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
General American Mutual 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 6 SHARED VOTING POWER
BENEFICIALLY 453,393
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 453,393
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,393
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON
HC, CO
2
<PAGE>
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CUSIP No. 703588103 13G Page 3 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
GenAmerica 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 6 SHARED VOTING POWER
BENEFICIALLY 453,393
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 453,393
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,393
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON
HC, CO
3
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CUSIP No. 703588103 13G Page 4 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 453,393
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 453,393
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,393
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON
HC, IC, CO
4
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CUSIP No. 703588103 13G Page 5 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 453,393
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 453,393
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,393
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON
HC, CO
5
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CUSIP No. 703588103 13G Page 6 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 453,393
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 453,393
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,393
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON
HC, CO
6
<PAGE>
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CUSIP No. 703588103 13G Page 7 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 453,393
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 453,393
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,393
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON
HC, CO
7
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CUSIP No. 703588103 13G Page 8 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 453,393
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 453,393
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
453,393
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
12 TYPE OF REPORTING PERSON
BD, CO, IA
8
<PAGE>
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CUSIP No. 703588103 13G Page 9 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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%
12 TYPE OF REPORTING PERSON
PN
9
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CUSIP No. 703588103 13G Page 10 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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%
12 TYPE OF REPORTING PERSON
PN
10
<PAGE>
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CUSIP No. 703588103 13G Page 11 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 348,038
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
5.8%
12 TYPE OF REPORTING PERSON
PN
11
<PAGE>
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CUSIP No. 703588103 13G Page 12 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 75,678
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
1.3%
12 TYPE OF REPORTING PERSON
PN
12
<PAGE>
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CUSIP No. 703588103 13G Page 13 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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%
12 TYPE OF REPORTING PERSON
OO
13
<PAGE>
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CUSIP No. 703588103 13G Page 14 of 25 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
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 6 SHARED VOTING POWER
BENEFICIALLY 423,716
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
PN
14
<PAGE>
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 Mutual Holding Company ("GAMHC"), which owns all of the outstanding
capital stock of GenAmerica Corporation ("GC"), (ii) GC, which owns all of the
outstanding capital stock of General American Life Insurance Company ("GALIC"),
(iii) GALIC, which owns all of the outstanding capital stock of General American
Holding Company ("Holdings"), (iv) Holdings, which owns a majority of the
outstanding voting capital stock of Conning Corporation ("Conning Corp."), (v)
Conning Corp. which owns all of the outstanding capital stock of Conning, Inc.,
(vi) Conning, Inc. which owns all of the outstanding capital stock of Conning &
Company ("Conning"), (vii) Conning has 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"), (viii) Conning
Investment Partners II, L.L.C. ("Conning LLC") has voting and dispositive
control as the general partner of CICLP II and CICIP II, (ix) Conning Investment
Partners Limited Partnership III ("Conning Investment") has voting and
dispositive control as the general partner of CICLP III and CICIP III, (x) CICLP
II, which formerly directly owned Common Stock, (xi) CICIP II, which formerly
directly owned Common Stock, (xii) CICLP III, which directly owns Common Stock
and (xiii) CICIP III, which directly owns Common Stock. 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.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of GAMHC, GC, 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
Investment, Conning L.L.C., 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:
GAMHC, GC, 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. Conning L.L.C. is a limited liability company
organized under the laws of Delaware. CICIP II and CICIP III are limited
partnerships organized under the laws of the Cayman Islands.
Item 2(d). Title of Class of Securities:
This Schedule 13G statement relates to Common Stock.
Item 2(e). CUSIP Number:
703588-10-3
15
<PAGE>
Item 3. If this statement is filed pursuant to Rules 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 Act (15
U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) |_| An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
This Schedule 13G statement is being filed pursuant to Rule 13d-2(b) as an
amendment to an original Schedule 13G filed pursuant to Rule 13d-1(d). The
original Schedule 13G was filed as a result of the ownership of more than 5% of
the Common Stock of the Issuer prior to the initial public offering of the
Issuer.
Item 4. Ownership.
<TABLE>
<CAPTION>
Sole Power Shared Power Sole Power to Shared Power
Amount to Vote or to Vote or Dispose or to Dispose or
Beneficially Percent of Direct the Direct the Direct the Direct the
Reporting Person Owned Class Vote Vote Disposition of Disposition of
---------------- ------------ ---------- ---------- ------------ -------------- --------------
<C> <C> <C> <C> <C> <C> <C>
1. GAMHC 453,393 (1) 7.6% 0 453,393 0 453,393
2. GC 453,393 (1) 7.6% 0 453,393 0 453,393
3. GALIC 453,393 (1) 7.6% 0 453,393 0 453,393
4. Holdings 453,393 (1) 7.6% 0 453,393 0 453,393
5. Conning Corp. 453,393 (1) 7.6% 0 453,393 0 453,393
6. Conning, Inc. 453,393 (1) 7.6% 0 453,393 0 453,393
7. Conning 453,393 (1) 7.6% 0 453,393 0 453,393
8. Conning Investment 423,716 (1) 7.1% 0 423,716 0 423,716
9. CICLP III 348,038 (1) 5.8% 0 348,038 0 348,038
10. CICIP III 75,678 (1) 1.3% 0 75,678 0 75,678
11. CICLP II 0 0 0 0 0 0
12. CICIP II 0 0 0 0 0 0
13. Conning LLC 0 0 0 0 0 0
</TABLE>
(1) By virtue of the relationships described in Item 2(a), GAMHC, GC, GALIC,
Holdings, Conning Corp. and Conning Inc. may be deemed to beneficially own all
of the shares of Common Stock beneficially owned by Conning. By virtue of the
relationships described in Item 2(a), Conning may be deemed to beneficially own
the shares of Common Stock deemed beneficially owned by Conning L.L.C., Conning
Investment, CICLP II, CICIP II, CICLP III and CICIP III. By virtue of the
relationships described in Item 2(a), Conning L.L.C. 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 GAMHC, GC, GALIC, Holdings, Conning Corp.,
Conning, Inc., Conning, Conning L.L.C. or Conning Investment shall not be
construed as an admission that any of GAMHC, GC, GALIC, Holdings, Conning Corp.,
Conning, Inc., Conning,
16
<PAGE>
Conning L.L.C. 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.
Because of the relationships described in Item 2(a), the reporting persons
may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Act, and as such, each member of the group would be deemed to beneficially own,
in the aggregate, all the shares of Common Stock held by members of the group.
The reporting persons disclaim membership in a group.
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|. CICLP II,
CICIP II and Conning LLC have ceased to beneficially own more than five percent
of Common Stock.
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.
GAMHC, GC, GALIC, Holdings, Conning Corp. and Conning, Inc. are each parent
holding companies in the holding company structure described in Item 2(a) which
identifies the relationship among the parties and Conning & Company, the
relevant subsidiary.
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.
17
<PAGE>
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 12, 1999
GENERAL AMERICAN MUTUAL HOLDING COMPANY
By: /s/ Robert J. Banstetter
--------------------------------
Robert J. Banstetter
Vice President
GENAMERICA CORPORATION
By: /s/ Matthew P. McCauley
--------------------------------
Matthew P. McCauley
Assistant Secretary
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
18
<PAGE>
CONNING, INC.
By: /s/ Fred M. Schpero
--------------------------------
Fred M. Schpero
Secretary
CONNING & COMPANY
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive Vice President
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP II
By: Conning Investment Partners Limited Partnership III,
its General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive 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
Executive Vice President
19
<PAGE>
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II
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
Executive Vice President
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
Executive Vice President
CONNING INVESTMENT PARTNERS II, L.L.C.
By: Conning & Company
its Manager Member
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive Vice President
CONNING INVESTMENT PARTNERS LIMITED PARTNERSHIP III, L.P.
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive Vice President
20
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NUMBER
A. AGREEMENT BETWEEN REPORTING PERSONS 22
21
<PAGE>
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 12, 1999
GENERAL AMERICAN MUTUAL HOLDING COMPANY
By: /s/ Robert J. Banstetter
--------------------------------
Robert J. Banstetter
Vice President
GENAMERICA CORPORATION
By: /s/ Matthew P. McCauley
--------------------------------
Matthew P. McCauley
Assistant Secretary
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
22
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING CORPORATION
By: /s/ Matthew P. McCauley
--------------------------------
Matthew P. McCauley
Secretary
23
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING, INC.
By: /s/ Fred M. Schpero
--------------------------------
Fred M. Schpero
Secretary
CONNING & COMPANY
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive Vice President
CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP II
By: Conning Investment Partners Limited Partnership III,
its General Partner
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive 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
Executive Vice President
24
<PAGE>
EXHIBIT A
AGREEMENT BETWEEN REPORTING PERSONS
(Continued)
CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II
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
Executive Vice President
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
Executive Vice President
CONNING INVESTMENT PARTNERS II, L.L.C.
By: Conning & Company
its Manager Member
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive Vice President
CONNING INVESTMENT PARTNERS LIMITED PARTNERSHIP III
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
--------------------------------
John B. Clinton
Executive Vice President
25
<PAGE>
