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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13D-1(B) AND (C) AND AMENDMENTS THERETO FILED
PURSUANT TO 13D-2(B)
INFORMATION MANAGEMENT ASSOCIATES, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
0004569231
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(CUSIP NUMBER)
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CUSIP No. 0004569231 13G Page 2 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand/IMA Investments, 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
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,222,430
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,222,430
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,430 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.11%
12 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 0004569231 13G Page 3 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand/IMA Investments II 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
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 168,522
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 8 SHARED DISPOSITIVE POWER
168,522
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,522 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.83%
12 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 0004569231 13G Page 4 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand/IMA Investments 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
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 466,076
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 8 SHARED DISPOSITIVE POWER
466,076
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,076 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.06%
12 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 0004569231 13G Page 5 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand Partners (S.C.) 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
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,425,655
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,425,655
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,425,655 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.31%
12 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 0004569231 13G Page 6 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand (IMA) 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
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 634,598
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 8 SHARED DISPOSITIVE POWER
634,598
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,598 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.88%
12 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 0004569231 13G Page 7 of 15 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce W. Schnitzer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (x)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 26,435
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,891,731
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 26,435
PERSON 8 SHARED DISPOSITIVE POWER
WITH 2,891,731
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,918,166 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN ( )
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
31.65%
12 TYPE OF REPORTING PERSON*
IN
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ITEM 1(A). NAME OF ISSUER:
Information Management Associates, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Corporate Drive, Suite 414
Shelton, Connecticut 06484
ITEM 2(A). NAME OF PERSONS FILING:
This Schedule 13G is being jointly filed by Wand/IMA
Investments, L.P., a Delaware limited partnership ("Wand-I"), Wand/IMA
Investments II L.P., a Delaware limited partnership ("Wand-II"),
Wand/IMA Investments III L.P., a Delaware limited partnership
("Wand-III"), Wand Partners (S.C.) Inc., a Delaware corporation
("WPI"), Wand (IMA) Inc., a Delaware corporation ("Wand(IMA)"), and
Bruce W. Schnitzer. WPI is 66% owned by Mr. Schnitzer and Wand(IMA)
is 50.55% owned by Mr. Schnitzer. The general partner of Wand-I is
WPI. The general partners of Wand-II are WPI and Wand(IMA). The
general partner of Wand-III is Wand(IMA). WPI is also the general
partner and owner of 49.99% of Wand Partners L.P., a Delaware limited
partnership ("WPLP"), which is a limited partner of Wand-I and Wand-II
and has a carried interest on certain partnership distributions by
these two partnerships (including those resulting from the sale of
securities of the Issuer by the partnerships). WPI also has a carried
interest on certain partnership distributions of Wand-I (including
those resulting from the sale of securities of the Issuer by Wand-I).
Mr. Schnitzer owns a small limited partnership interest in Wand I and
Wand-III.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of each of the reporting persons is:
c/o Wand Partners (S.C.) Inc.
630 Fifth Avenue, Suite 2435
New York, NY 10111
ITEM 2(C). CITIZENSHIP:
Mr. Schnitzer is a United States citizen. Each of the other
reporting persons is organized under the laws of the state of
Delaware.
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ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
0004569231
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-
2(B), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
As of December 31, 1997, 2,222,430 shares of Common Stock, or
24.11% of the total outstanding shares on that date, were held by
Wand-I; 168,522 shares of Common Stock, or 1.83% of the total
outstanding shares on that date, were held by Wand-II; 466,076 shares
of Common Stock, or 5.06% of the total outstanding shares on that
date, were held by Wand-III; 34,703 shares of Common Stock, or .38%
of the total outstanding shares on that date, were held by WPI; and
26,435 shares of Common Stock, or .29% of the total outstanding shares
on that date, were held directly by Mr. Schnitzer. Because of the
relationships described above, pursuant to Rule 13d-1, WPI may be
deemed the beneficial owner of an aggregate of 2,425,655 shares, or
26.31% of the total outstanding shares on that date, consisting of the
shares owned by itself, Wand-I and Wand-II. Because of the
relationships described above, pursuant to Rule 13d-1, Wand(IMA) may
be deemed the beneficial owner of an aggregate of 634,598 shares, or
6.88% of the total outstanding shares on that date, consisting of the
shares owned by Wand-II and Wand-III. Because of the relationships
described above, pursuant to Rule 13d-1, Mr. Schnitzer may be deemed
the beneficial owner of an aggregate of 2,918,166 shares, or 31.65% of
the total shares outstanding on that date, consisting of shares owned
by himself, Wand-I, Wand-II, Wand-III and WPI.
Because of the relationships described above, the reporting
persons may be deemed to constitute a "group" within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934, 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 do not admit that they constitute a
group within the meaning of Rule 13d-5.
Wand-I may be deemed to have shared voting and dispositive power
over the 2,222,430 shares it owns. Wand-II may be deemed to have
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shared voting and dispositive power over the 168,522 shares it owns.
Wand-III may be deemed to have shared voting and dispositive power
over the 466,076 shares it owns. WPI may be deemed to have shared
voting and dispositive power over an aggregate of 2,425,655 shares,
consisting of the shares owned by itself, Wand-I and Wand-II.
Wand(IMA) may be deemed to have shared voting and dispositive power
over an aggregate of 634,598 shares, consisting of the shares owned
by Wand-I and Wand-II. Mr. Schnitzer may be deemed to have shared
voting and dispositive power over 2,891,731 shares, consisting of
the shares owned by Wand-I, Wand-II, Wand-III and WPI.
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.
See description of certain carried interests held by WPI and WPLP in
Item 4 above.
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.
Not applicable.
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SIGNATURES
After reasonably 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.
WAND/IMA INVESTMENTS, L.P.
February 17, 1998 /s/ Bruce W. Schnitzer
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Dated Signed by Bruce W. Schnitzer,
Treasurer of Wand Partners (S.C.) Inc.,
its general partner
WAND/IMA INVESTMENTS II L.P.
February 17, 1998 /s/ Bruce W. Schnitzer
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Dated Signed by Bruce W. Schnitzer,
Treasurer of Wand Partners
(S.C.) Inc. and Chairman and
Treasurer of Wand (IMA) Inc.,
its general partners
WAND/IMA INVESTMENTS III L.P.
February 17, 1998 /s/ Bruce W. Schnitzer
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Dated Signed by Bruce W. Schnitzer,
Treasurer of Wand (IMA) Inc.,
its general partner
WAND PARTNERS (S.C.) INC.
February 17, 1998 /s/ Bruce W. Schnitzer
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Dated Signed by Bruce W. Schnitzer,
its Treasurer
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WAND (IMA) INC.
February 17, 1998 /s/ Bruce W. Schnitzer
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Dated Signed by Bruce W. Schnitzer,
its Chairman and Treasurer
BRUCE W. SCHNITZER
February 17, 1998 /s/ Bruce W. Schnitzer
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Dated
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EXHIBITS
EXHIBIT A Statement With Respect to Joint Filing of Schedule 13G
13
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EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1(f)(1)
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This agreement is made pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934 (the "Act") by and among the parties
listed below, each referred to herein as a "Joint Filer". The Joint Filers
agree that a statement of beneficial ownership as required by Section 13(d)
of the Act and the Rules thereunder may be filed on each of their behalf on
Schedule 13D or Schedule 13G, as appropriate, and that said joint filing
may thereafter be amended by further joint filings. The Joint Filers state
that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
WAND/IMA INVESTMENTS, L.P.
February 17, 1998 /s/ Bruce W. Schnitzer
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Dated Signed by Bruce W. Schnitzer,
Treasurer of Wand Partners (S.C.) Inc.,
its general partner
WAND/IMA INVESTMENTS II L.P.
February 17, 1998 /s/ Bruce W. Schnitzer
----------------- -----------------------------------------
Dated Signed by Bruce W. Schnitzer,
Treasurer of Wand Partners
(S.C.) Inc. and Chairman and
Treasurer of Wand (IMA) Inc.,
its general partners
WAND/IMA INVESTMENTS III L.P.
February 17, 1998 /s/ Bruce W. Schnitzer
----------------- -----------------------------------------
Dated Signed by Bruce W. Schnitzer,
Treasurer of Wand (IMA) Inc.,
its general partner
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WAND PARTNERS (S.C.) INC.
February 17, 1998 /s/ Bruce W. Schnitzer
----------------- -----------------------------------------
Dated Signed by Bruce W. Schnitzer,
its Treasurer
WAND (IMA) INC.
February 17, 1998 /s/ Bruce W. Schnitzer
----------------- -----------------------------------------
Dated Signed by Bruce W. Schnitzer,
its Chairman and Treasurer
BRUCE W. SCHNITZER
February 17, 1998 /s/ Bruce W. Schnitzer
----------------- -----------------------------------------
Dated
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