UNITED STATES
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)
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:
|X| Rule 13d-1(b)
|_| 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 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 24)
<PAGE>
CUSIP No. 703588103 13G Page 2 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
CGU, plc
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 Kingdom
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP No. 703588103 13G Page 3 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
General Accident, plc
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 Kingdom
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP No. 703588103 13G Page 4 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Commercial Union Assurance Company, plc
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 Kingdom
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP No. 703588103 13G Page 5 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
General Accident Fire & Life Assurance Corporation, plc
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 Kingdom
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP No. 703588103 13G Page 6 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Scottish Insurance Corporation Limited
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 Kingdom
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 7 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Commercial Union International Holdings Limited
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 Kingdom
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 8 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
CGU Group B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 9 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
CGU International Holdings B.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 10 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
CGU International Holdings Luxembourg S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 11 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
CGU 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
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 703588103 13G Page 12 of Page 21
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY)
Commercial Union 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
Massachusetts
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 423,712
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 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
7.1%
12 TYPE OF REPORTING PERSON
IC, CO
- --------------------------------------------------------------------------------
<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) CGU,
plc ("CGU"), which owns all of the outstanding capital stock of General
Accident, plc ("GA"), (ii) GA, which owns all of the outstanding voting capital
stock of Commercial Union Assurance Company, plc ("Assurance"), (iii) Assurance,
which owns all of the outstanding voting capital stock of General Accident Fire
& Life Assurance Corporation, plc ("GA Fire"), (iv) GA Fire, which owns all of
the outstanding voting capital stock of Scottish Insurance Corporation Limited
("Scottish"), (v) Scottish, which owns all of the outstanding voting capital
stock of Commercial Union International Holdings Limited ("International"), (vi)
International, which owns all of the outstanding voting capital stock of CGU
Group B.V. ("Group"), (vii) Group, which owns all of the outstanding voting
capital stock of CGU International Holdings B.V. ("Holdings"), (viii) Holdings,
which owns all of the outstanding voting capital stock of CGU International
Holdings Luxembourg S.A. ("Luxembourg"), (ix) Luxembourg, which owns 54.14% of
the outstanding capital stock of CGU Corporation ("CGU Corp."), (x) CGU Corp.
which owns all of the outstanding capital stock of Commercial Union Insurance
Company ("CU Insurance"), and (xi) CU Insurance which directly owns Common
Stock.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of CGU, GA, Assurance, GA
Fire, Scottish and International is St. Helens 1, Undershaft, London, England
EC3P3DQ. The address of the principal business office of Group and Holdings is
Joan Muyskenweg 4, 1096 CJ Amsterdam, Netherlands. The address of the principal
business office of Luxembourg is 26 Place de la Gare, 8th Floor, Galeric Kans,
L-1616, Luxumbourg-ville. The address of the principal business office of CGU
Corp. and CU Insurance is One Beacon Street, Boston, MA 02108.
Item 2(c). Citizenship:
CGU, GA, Assurance, GA Fire, Scottish and International are organized under
the laws of the United Kingdom. CGU Corp. is a Delaware corporation. Group and
Holdings are organized under the laws of the Netherlands. Luxembourg is
organized under the laws of Luxembourg. CU Insurance is organized under the laws
of Massachusetts.
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. 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) |X| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
13
<PAGE>
(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) |X| 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).
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. CGU 423,712 (1) 7.1% 0 423,712 0 423,712
2. GA 423,712 (1) 7.1% 0 423,712 0 423,712
3. Assurance 423,712 (1) 7.1% 0 423,712 0 423,712
3. GA Fire 423,712 (1) 7.1% 0 423,712 0 423,712
4. Scottish 423,712 (1) 7.1% 0 423,712 0 423,712
5. International 423,712 (1) 7.1% 0 423,712 0 423,712
6. Group 423,712 (1) 7.1% 0 423,712 0 423,712
7. Holdings 423,712 (1) 7.1% 0 423,712 0 423,712
8. Luxembourg 423,712 (1) 7.1% 0 423,712 0 423,712
9. CGU LLC 423,712 (1) 7.1% 0 423,712 0 423,712
10. CGU Corp. 423,712 (1) 7.1% 0 423,712 0 423,712
11. CU Insurance 423,712 (1) 7.1% 0 423,712 0 423,712
</TABLE>
(1) By virtue of the relationships described in Item 2(a) CGU, GA,
Assurance, GA Fire, Scottish, International, Group, Holdings, Luxembourg and CGU
Corp. may be deemed to beneficially own all of the shares Common Stock
beneficially owned by CU Insurance. The filing of this statement by CGU, GA,
Assurance, GA Fire, Scottish, International, Group, Holdings, Luxembourg and CGU
Corp. shall not be construed as an admission that any of CGU, GA, Assurance, GA
Fire, Scottish, International, Group, Holdings, Luxembourg and CGU Corp. 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.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
14
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
CGU, GA, Assurance, GA Fire, Scottish, International, Group, Holdings,
Luxembourg and CGU Corp. are each parent holding companies in the holding
company structure described in Item 2(a), which identifies the relationship
among the parties and, CU Insurance, the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group.
CGU, GA, Assurance, GA Fire, Scottish, International, Group, Holdings,
Luxembourg, CGU Corp. and CU Insurance 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. A copy of the joint filing agreement
between the Reporting Persons is attached hereto as Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and 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.
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.
February 12, 1999
----------------------------
Date
/s/ John A. Weber
----------------------------
Signature
/s/ John A. Weber
----------------------------
John A. Weber
Senior Vice President
15
<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
CGU, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
GENERAL ACCIDENT, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
COMMERCIAL UNION ASSURANCE COMPANY, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
GENERAL ACCIDENT FIRE & LIFE
ASSURANCE CORPORATION, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
SCOTTISH INSURANCE CORPORATION LIMITED
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Director, CGU Company Secretarial Services LTD
Corporate Secretary
16
<PAGE>
CGU CORPORATION
By: /s/ John A. Weber
--------------------------------------
John A. Weber
Senior Vice President
COMMERCIAL UNION INSURANCE COMPANY
By: /s/ John A. Weber
--------------------------------------
John A. Weber
Senior Vice President
COMMERCIAL UNION INTERNATIONAL HOLDINGS LIMITED
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Director, CGU Company Secretarial Services LTD
Corporate Secretary
CGU GROUP B.V.
By: /s/ G.C. Schneider
--------------------------------------
G.C. Schneider
Director
By: /s/ Astrid Patricia Ros
--------------------------------------
Astrid Patricia Ros
DL Trust BV
Managing Director
By: /s/ Gerrit Kotterman
--------------------------------------
Gerrit Kotterman
DL Trust BV
Managing Director
CGU INTERNATIONAL HOLDINGS B.V.
By: /s/ G.C. Schneider
--------------------------------------
G.C. Schneider
Director
By: /s/ Astrid Patricia Ros
--------------------------------------
Astrid Patricia Ros
DL Trust BV
Managing Director
By: /s/ Gerrit Kotterman
--------------------------------------
Gerrit Kotterman
DL Trust BV
Managing Director
CGU INTERNATIONAL HOLDINGS LUXEMBOURG S.A.
By: /s/ Peter James Foster
--------------------------------------
Peter James Foster
Group Finance Director
17
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE NUMBER
A. AGREEMENT BETWEEN REPORTING PERSONS 19
18
<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
CGU, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
GENERAL ACCIDENT, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
COMMERCIAL UNION ASSURANCE COMPANY, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
GENERAL ACCIDENT FIRE & LIFE
ASSURANCE CORPORATION, plc
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Group Secretary
19
<PAGE>
SCOTTISH INSURANCE CORPORATION LIMITED
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Director, CGU Company Secretarial Services LTD
Corporate Secretary
20
<PAGE>
CGU CORPORATION
By: /s/ John A. Weber
--------------------------------------
John A. Weber
Senior Vice President
COMMERCIAL UNION INSURANCE COMPANY
By: /s/ John A. Weber
--------------------------------------
John A. Weber
Senior Vice President
COMMERCIAL UNION INTERNATIONAL HOLDINGS LIMITED
By: /s/ Richard Whitaker
--------------------------------------
Richard Whitaker
Director, CGU Company Secretarial Services LTD
Corporate Secretary
CGU GROUP B.V.
By: /s/ G.C. Schneider
--------------------------------------
G.C. Schneider
Director
By: /s/ Astrid Patricia Ros
--------------------------------------
Astrid Patricia Ros
DL Trust BV
Managing Director
By: /s/ Gerrit Kotterman
--------------------------------------
Gerrit Kotterman
DL Trust BV
Managing Director
CGU INTERNATIONAL HOLDINGS B.V.
By: /s/ G.C. Schneider
--------------------------------------
G.C. Schneider
Director
CGU INTERNATIONAL HOLDINGS LUXEMBOURG S.A.
By: /s/ Peter James Foster
--------------------------------------
Peter James Foster
Group Finance Director
21
