UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
TeleBanc Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87925R109
(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 21 Pages)
<PAGE>
CUSIP No. 703588103 13G Page 2 of 21 Pages
- --------------------------------------------------------------------------------
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 967,614
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 967,614
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,614
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 3 of 21 Pages
- --------------------------------------------------------------------------------
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 967,614
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 967,614
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,614
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 4 of 21 Pages
- --------------------------------------------------------------------------------
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 967,614
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 967,614
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,614
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 5 of 21 Pages
- --------------------------------------------------------------------------------
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 772,589
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 772,589
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,589
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 6 of 21 Pages
- --------------------------------------------------------------------------------
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 772,589
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 772,589
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,589
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 7 of 21 Pages
- --------------------------------------------------------------------------------
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 772,589
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 772,589
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,589
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 8 of 21 Pages
- --------------------------------------------------------------------------------
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 772,589
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 772,589
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,589
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
BD, CO, IA
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 9 of 21 Pages
- --------------------------------------------------------------------------------
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 671,975
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 671,975
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
671,975
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 10 of 21 Pages
- --------------------------------------------------------------------------------
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 100,614
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 100,614
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,614
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.8%
12 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 11 of 21 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Conning Investment Partners Limited Partnership 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
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 772,589
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 772,589
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
772,589
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
Item 1(a). Name of Issuer:
The name of the Issuer is TeleBanc Financial Corporation (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Issuer are located at
1111 North Highland Street, Arlington, VA 22201.
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 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"), (viii) Conning Investment Partners Limited
Partnership III, L.P. ("Conning Investment") has voting and dispositive control
as the general partner of CICLP III and CICIP III, (ix) CICLP III, which
directly owns Common Stock and (x) CICIP III, which directly owns Common Stock.
A copy of the joint filing agreement between the reporting persons 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 and CICLP III is CityPlace II, 185 Asylum Street,
Hartford, Connecticut 06103-4105. The principal business office of 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 and CICLP III are limited partnerships organized
under the laws of Delaware. CICIP III is a limited partnership 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:
87925R109
Page 12 of 21 Pages
<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 is being filed by the Reporting Persons 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
<S> <C> <C> <C> <C> <C> <C>
1. GAMHC 967,614 (1) 7.8% 0 967,614 0 967,614
2. GC 967,614 (1) 7.8% 0 967,614 0 967,614
3. GALIC 967,614 (1) 7.8% 0 967,614 0 967,614
4. Holdings 772,589 (1) 6.2% 0 772,589 0 772,589
5. Conning Corp. 772,589 (1) 6.2% 0 772,589 0 772,589
6. Conning, Inc. 772,589 (1) 6.2% 0 772,589 0 772,589
7. Conning 772,589 (1) 6.2% 0 772,589 0 772,589
8. Conning Investment 772,589 (1) 6.2% 0 772,589 0 772,589
9. CICLP III 671,975 (1) 5.4% 0 671,975 0 671,975
10. CICIP III 100,614 (1) .8% 0 100,614 0 100,614
</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 possess indirect
beneficial ownership of the shares of Common Stock deemed beneficially held by
Conning LLC, Conning Investment, CICLP III and CICIP III. 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, or Conning
Investment shall not be construed as an admission that any of GAMHC, GC, GALIC,
Holdings, Conning Corp., Conning, Inc., Conning, 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.
Page 13 of 21 Pages
<PAGE>
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.
GAMHC, GC, 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.
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.
Page 14 of 21 Pages
<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
Page 15 of 21 Pages
<PAGE>
CONNING, INC.
By: /s/ Fred M. Schpero
Fred M. Schpero
Secretary
CONNING & COMPANY
By: /s/ Jonn 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
Page 16 of 21 Pages
<PAGE>
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 LIMITED PARTNERSHIP III, L.P.
By: Conning & Company,
its General Partner
By: /s/ John B. Clinton
John B. Clinton
Executive Vice President
Page 17 of 21 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NUMBER
A. AGREEMENT BETWEEN REPORTING PERSONS 22
Page 18 of 21 Pages
<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 Telebanc Financial
Corporation, 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
CONNING CORPORATION
By: /s/ Matthew P. McCauley
Matthew P. McCauley
Secretary
Page 19 of 21 Pages
<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 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
Page 20 of 21 Pages
<PAGE>
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
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
Page 21 of 21 Pages
