SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 13, 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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8545 United Plaza Boulevard, Baton Rouge, LA 70809-2251
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 504/924-6007
-------------
Not Applicable
---------------------------------------------------------------
(Former name or former address, if changes since last report.)
<PAGE>
Item 1. Changes In Control of Registrant.
---------------------------------
On July 24, 1996, United Companies Financial Corporation ("UCFC") and
Pacific Life and Accident Insurance Company ("PLAIC"), a wholly-owned
subsidiary of PennCorp Financial Group, Inc. ("PennCorp") consummated the sale
of UCFC's wholly-owned subsidiary, United Companies Life Insurance Company
("UCLIC"). Pursuant to an Amended and Restated Stock Purchase Agreement (the
"Agreement") dated as of July 24, 1996, UCFC sold 100% of the outstanding
capital stock of UCLIC (the "UCLIC Common Stock") to PLAIC for $167.6 million,
comprised of $100.3 million in cash from PLAIC, a $10 million cash dividend
paid by, and certain real estate and other assets distributed by UCLIC to UCFC
immediately prior to the closing of the acquisition of UCLIC. PLAIC
ultimately obtained the right to acquire the UCLIC Common Stock from an
affiliate of Knightsbridge Capital Fund I, L.P., a private investor
partnership. A copy of the Agreement is filed as an attachment to UCFC's 8-K
as Exhibit 10.1 and incorporated herein by reference pursuant to Rule 12b-23
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The consideration paid for the UCLIC Common Stock was determined through
negotiation of the parties, as more fully described in UCFC's Proxy Statement
dated May 21, 1996, in connection with its 1996 Annual Meeting of
Shareholders. A copy of the referenced Proxy Statement has been previously
filed with the Securities and Exchange Commission pursuant to the provisions
of the Exchange Act.
In connection with the transaction, UCFC purchased a convertible note
from PennCorp in the principal amount of $14,990,000, and immediately
converted the note into 483,839 shares of PennCorp's $0.01 par value per share
common stock. Immediately following the acquisition of UCLIC, PLAIC
contributed $57.3 million in cash to UCLIC, which represented the market value
of the real estate and other assets (but excluded the $10.0 million cash
dividend) distributed by UCLIC to UCFC.
PennCorp borrowed funds under its revolving credit agreement with The
Bank of New York as Administrative Agent (I) to fund the cash portion of the
purchase price for UCLIC, (ii) to make required capital contributions to UCLIC
and (iii) to pay related acquisition expenses. PennCorp subsequently used the
net proceeds from the sale of its $3.50 Series II Convertible Preferred Stock
to repay a substantial portion of such borrowings.
SIGNATURES
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 hereunto duly authorized.
UNITED COMPANIES LIFE INSURANCE CORPORATION
----------------------------------------------------
(Registrant)
Date: August 13, 1996 By: /s/ Robert B. Thomas, Jr.
----------------- ------------------------------
Robert B. Thomas, Jr., Chairman and President
