-----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, AohKaudzeGMPzGWey86i+mM1qAAvgltgqJ4ofAA3hjUPErgD9OT/KXTw/XQFbxJg oDK9Mrf2CVIr7rC//Qfr9w== 0000898080-99-000074.txt : 19990217 0000898080-99-000074.hdr.sgml : 19990217 ACCESSION NUMBER: 0000898080-99-000074 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 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: 99542278 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: COMMERCIAL UNION INSURANCE CO CENTRAL INDEX KEY: 0001079315 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042475442 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE BEACON STREET CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6177256446 MAIL ADDRESS: STREET 1: ONE BEACON STREET CITY: BOSTON STATE: MA ZIP: 02108 SC 13G 1 SCHEDULE 13G 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) 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 (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.
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 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
(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 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 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 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 EXHIBIT INDEX EXHIBIT PAGE NUMBER A. AGREEMENT BETWEEN REPORTING PERSONS 19 18 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 SCOTTISH INSURANCE CORPORATION LIMITED By: /s/ Richard Whitaker -------------------------------------- Richard Whitaker Director, CGU Company Secretarial Services LTD Corporate Secretary 20 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 -----END PRIVACY-ENHANCED MESSAGE-----