-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AIdnUYiLjrXVLNX/PYnt7fQXZsgrEaNX9HssvJBpka/iW8YVjn9rdmry9E5XVCXA zVNiulspx1NTF3rqdmFKKg== 0000898080-98-000036.txt : 19980218 0000898080-98-000036.hdr.sgml : 19980218 ACCESSION NUMBER: 0000898080-98-000036 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD GROUP MEMBERS: CONNING & CO GROUP MEMBERS: CONNING & COMPANY GROUP MEMBERS: CONNING CORPORATION GROUP MEMBERS: CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II GROUP MEMBERS: CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS III, L.P. GROUP MEMBERS: CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP II GROUP MEMBERS: CONNING INSURANCE CAPITAL LIMITED PARTNERSHIP III GROUP MEMBERS: CONNING INVESTMENT PARTNERS II, L.L.C. GROUP MEMBERS: CONNING INVESTMENT PARTNERS LIMITED PARTNERSHIP III GROUP MEMBERS: CONNING, INC. GROUP MEMBERS: GENERAL AMERICAN HOLDING COMPANY GROUP MEMBERS: GENERAL AMERICAN LIFE INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAULA FINANCIAL CENTRAL INDEX KEY: 0000929031 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954640368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52261 FILM NUMBER: 98543506 BUSINESS ADDRESS: STREET 1: 300 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6263040401 MAIL ADDRESS: STREET 1: 300 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONNING & CO CENTRAL INDEX KEY: 0000728231 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061174588 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 185 ASYLUM STREET CITY: HARTFORD STATE: CT ZIP: 06103-4105 BUSINESS PHONE: 8605271131 MAIL ADDRESS: STREET 1: 185 ASYLUM STREET CITY: HARTFORD STATE: CT ZIP: 06103 SC 13G 1 SCHEDULE 13G 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) 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 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 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 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 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 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 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 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 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 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 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 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). 13 Item 4. Ownership.
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 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 ========================== ===================== =========== ============ =========== ============= ================
(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. 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). 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 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 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 18 EXHIBIT INDEX EXHIBIT PAGE NUMBER A. AGREEMENT BETWEEN REPORTING PERSONS 19 B. IDENTIFICATION OF MEMBERS OF THE GROUP 22 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 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 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 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 23 -----END PRIVACY-ENHANCED MESSAGE-----