<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K/A
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 21, 1996
UNITED COMPANIES LIFE INSURANCE COMPANY
(Exact Name of Registrant as Specified in its Charter)
33-91358
33-91362
33-95968
Louisiana 33-95778 72-0475131
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8545 United Plaza Boulevard, Baton Rouge, LA 70809-2251
(Address of principal executive offices) (Zip Code)
(504) 924-6007
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changes since last report.)
<PAGE> 2
The undersigned registrant hereby amends and restates Item 4 in its Current
Report on Form 8-K dated October 21, 1996 and adds Exhibits 99.1 and 99.2
thereto.
ITEM 4. Change in Registrant's Certifying Accountants.
As previously reported on Form 8-K on August 13, 1996, Pacific Life
and Accident Insurance Company ("PLAIC"), a wholly-owned subsidiary of PennCorp
Financial Group, Inc. ("PennCorp"), acquired 100% of the outstanding stock of
United Companies Life Insurance Company ("UCLIC"), a wholly-owned subsidiary of
United Companies Financial Corporation ("UCFC"), pursuant to an Amended and
Restated Stock Purchase Agreement dated as of July 24, 1996.
As a result of the transaction described above, UCLIC's Board of
Directors has approved the engagement of KPMG Peat Marwick LLP as its
certifying accountants effective October 17, 1996. KPMG Peat Marwick LLP
currently serves PennCorp and its subsidiaries as its certifying accountants.
UCLIC previously utilized the services of Deloitte & Touche LLP, the
certifying accountants used by its former parent, UCFC. The UCLIC audit
reports issued by Deloitte & Touche LLP expressed unqualified opinions. While
no disagreements concerning any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures led to the
decision to engage KPMG Peat Marwick LLP as UCLIC's auditors, on November 20,
1996 Deloitte & Touche LLP sent UCLIC a copy of its letter of that date to the
Securities and Exchange Commission stating that Deloitte & Touche LLP disagrees
with certain adjustments recorded in the closing balance sheet of UCLIC dated
July 24, 1996 prepared in connection with its sale to PLAIC. That disagreement
is further described in Deloitte & Touche LLP's letter dated November 20, 1996
filed herewith as Exhibit 99.2. As set forth in the attached letter, Deloitte
& Touche LLP has discussed this disagreement with UCLIC's management and UCLIC
has authorized Deloitte & Touche LLP to respond fully to the inquiries of KPMG
Peat Marwick LLP concerning the subject matter thereof.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
99.1 Letter dated October 17, 1996.
99.2 Letter dated November 20, 1996.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
UNITED COMPANIES LIFE
INSURANCE COMPANY
Date: November 22, 1996 By: /s/ Robert B. Thomas, Jr.
-----------------------------------
Robert B. Thomas, Jr.,
Chairman and President
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
99.1 Letter dated October 17, 1996.
99.2 Letter dated November 20, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
DELOITTE & TOUCHE LLP
BATON ROUGE, LA
October 17, 1996
Mr. Robert B. Thomas, Jr.
Chairman and President
United Companies Life Insurance Company
Baton Rouge, Louisiana
Dear Mr. Thomas:
This is to confirm that the client-auditor relationship between United
Companies Life Insurance Company (Commission File No. 33-91362, No. 33-91358,
No. 33-95968, and No. 33-95778) and Deloitte & Touche LLP has ceased.
Yours truly,
/s/ Deloitte & Touche LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
<PAGE> 1
EXHIBIT 99.2
DELOITTE & TOUCHE LLP
SUITE 501
8550 UNITED PLAZA BOULEVARD
BATON ROUGE, LOUISIANA 70809-2261
November 20, 1996
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read the comments in Item 4 of Form 8-K of United Companies Life
Insurance Company (UCLIC) dated October 21, 1996, which we received October 28,
1996. We agree with the statement in the second sentence of the third
paragraph in concerning the UCLIC audit reports issued by Deloitte & Touche
LLP. We do not agree with the registrant's statement that there have been no
disagreements between UCLIC and Deloitte & Touche LLP concerning any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures. We have no basis on which to agree or disagree with all
other comments contained in the Form 8-K.
Prior to July 24, 1996, UCLIC was a wholly-owned subsidiary of United Companies
Financial Corporation, a Securities and Exchange Commission registrant and
client of Deloitte & Touche LLP. On July 24, 1996, 100% of the outstanding
stock of UCLIC was sold to a wholly-owned subsidiary of PennCorp Financial
Group, Inc., also a Securities and Exchange Commission registrant. In
connection with the sale of UCLIC and subsequent to the closing date, a balance
sheet of UCLIC was prepared as of July 24, 1996 (the "Closing Balance Sheet")
which reflected adjustments to various accounts, including deferred policy
acquisition costs.
We compared the balances presented in UCLIC's Report on From 10-Q for the
quarter ended June 30, 1996 with the Closing Balance Sheet balances and
discussed the adjustments recorded therein with UCLIC Management. We
determined that the reason for the adjustment to deferred policy acquisition
costs was a change in the application of a key actuarial assumption used to
calculate the unamortized balance of this account. We believe that this change
represents a change in accounting principle ("...The term accounting principle
includes 'not only accounting principles and practices but also the methods of
applying them.'" APB
<PAGE> 2
Opinion No. 20, paragraph 7) and that such change to this key assumption is a
departure from past practice and, in our opinion, is not supported by any
significant corresponding change in experience. The change to this one
assumption was made in isolation, as no other assumptions were modified, and
the impact of this change was material.
Yours truly,
/s/ Deloitte & Touche LLP
- --------------------------
Deloitte & Touche LLP
2
