-----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, JyDdt7BlrnMjMY2A6qy5m3fHsL2tGlfABswBtmaVIW74l1mNkHxhqzUWLac3kEiA kPkTBqO3y0SRtf+mSTHDvg== 0000898080-99-000070.txt : 19990217 0000898080-99-000070.hdr.sgml : 19990217 ACCESSION NUMBER: 0000898080-99-000070 CONFORMED SUBMISSION TYPE: SC 13G/A 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/A SEC ACT: SEC FILE NUMBER: 005-52261 FILM NUMBER: 99541178 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 CORP CENTRAL INDEX KEY: 0000801051 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 431719355 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 700 MARKET ST STREET 2: 185 ASYLUM ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3144440498 MAIL ADDRESS: STREET 1: CONNING CORP STREET 2: 700 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101 SC 13G/A 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* 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: | | 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 25) - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 2 of 25 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 453,393 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 453,393 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,393 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON HC, CO 2 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 3 of 25 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 453,393 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 453,393 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,393 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON HC, CO 3 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 4 of 25 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 453,393 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 453,393 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,393 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON HC, IC, CO 4 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 5 of 25 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 453,393 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 453,393 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,393 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON HC, CO 5 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 6 of 25 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 453,393 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 453,393 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,393 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON HC, CO 6 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 7 of 25 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 453,393 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 453,393 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,393 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON HC, CO 7 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 8 of 25 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 453,393 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 453,393 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 453,393 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON BD, CO, IA 8 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 9 of 25 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) 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 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN 9 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 10 of 25 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) 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 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON PN 10 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 11 of 25 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 348,038 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 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 5.8% 12 TYPE OF REPORTING PERSON PN 11 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 12 of 25 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 75,678 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 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 1.3% 12 TYPE OF REPORTING PERSON PN 12 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 13 of 25 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) 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 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON OO 13 - -------------------------------------------------------------------------------- CUSIP No. 703588103 13G Page 14 of 25 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NUMBER OF ABOVE PERSONS (ENTITIES ONLY) 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 6 SHARED VOTING POWER BENEFICIALLY 423,716 OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH 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 7.1% 12 TYPE OF REPORTING PERSON PN 14 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 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 (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"), (viii) Conning Investment Partners II, L.L.C. ("Conning LLC") has voting and dispositive control as the general partner of CICLP II and CICIP II, (ix) Conning Investment Partners Limited Partnership III ("Conning Investment") has voting and dispositive control as the general partner of CICLP III and CICIP III, (x) CICLP II, which formerly directly owned Common Stock, (xi) CICIP II, which formerly directly owned Common Stock, (xii) CICLP III, which directly owns Common Stock and (xiii) CICIP III, which directly owns Common Stock. 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. 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, Conning L.L.C., 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: GAMHC, GC, 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. Conning L.L.C. is a limited liability company organized under the laws of Delaware. CICIP II and CICIP III are limited partnerships 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: 703588-10-3 15 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 statement is being filed pursuant to Rule 13d-2(b) as an amendment to an original Schedule 13G filed pursuant to Rule 13d-1(d). The original Schedule 13G was filed 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.
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. GAMHC 453,393 (1) 7.6% 0 453,393 0 453,393 2. GC 453,393 (1) 7.6% 0 453,393 0 453,393 3. GALIC 453,393 (1) 7.6% 0 453,393 0 453,393 4. Holdings 453,393 (1) 7.6% 0 453,393 0 453,393 5. Conning Corp. 453,393 (1) 7.6% 0 453,393 0 453,393 6. Conning, Inc. 453,393 (1) 7.6% 0 453,393 0 453,393 7. Conning 453,393 (1) 7.6% 0 453,393 0 453,393 8. Conning Investment 423,716 (1) 7.1% 0 423,716 0 423,716 9. CICLP III 348,038 (1) 5.8% 0 348,038 0 348,038 10. CICIP III 75,678 (1) 1.3% 0 75,678 0 75,678 11. CICLP II 0 0 0 0 0 0 12. CICIP II 0 0 0 0 0 0 13. Conning LLC 0 0 0 0 0 0
(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 beneficially own the shares of Common Stock deemed beneficially owned by Conning L.L.C., Conning Investment, CICLP II, CICIP II, CICLP III and CICIP III. By virtue of the relationships described in Item 2(a), Conning L.L.C. 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 GAMHC, GC, GALIC, Holdings, Conning Corp., Conning, Inc., Conning, Conning L.L.C. or Conning Investment shall not be construed as an admission that any of GAMHC, GC, GALIC, Holdings, Conning Corp., Conning, Inc., Conning, 16 Conning L.L.C. 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. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |X|. CICLP II, CICIP II and Conning LLC have ceased to beneficially own more than five percent of Common Stock. 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 Item 2(a) 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. 17 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 18 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 II 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 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 19 CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II 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 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 II, L.L.C. By: Conning & Company its Manager Member 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 20 EXHIBIT INDEX EXHIBIT PAGE NUMBER A. AGREEMENT BETWEEN REPORTING PERSONS 22 21 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 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 22 EXHIBIT A AGREEMENT BETWEEN REPORTING PERSONS (Continued) CONNING CORPORATION By: /s/ Matthew P. McCauley -------------------------------- Matthew P. McCauley Secretary 23 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 II 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 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 24 EXHIBIT A AGREEMENT BETWEEN REPORTING PERSONS (Continued) CONNING INSURANCE CAPITAL INTERNATIONAL PARTNERS II 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 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 II, L.L.C. By: Conning & Company its Manager Member 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 25 -----END PRIVACY-ENHANCED MESSAGE-----