<PAGE> 1
As filed with the Securities and Exchange Commission on August 5, 1994.
REGISTRATION NO. 33____________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________________
UNITED COMPANIES FINANCIAL CORPORATION
(Exact name of issuer as specified in its charter)
LOUISIANA 71-0430414
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4041 ESSEN LANE, BATON ROUGE, LOUISIANA 70809
UNITED COMPANIES FINANCIAL CORPORATION
1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
DALE E. REDMAN
CHIEF FINANCIAL OFFICER
4041 ESSEN LANE
BATON ROUGE, LA. 70809
(Name and address of agent for service)
(504) 924-6007
(Telephone number, including area code, of agent for service)
______________________________
Copy to:
J. MICHAEL ROBINSON, JR.
KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
P.O. BOX 2997
BATON ROUGE, LA 70821-2997
(504) 383-4703
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate Amount of
to be registered Registered (1) per share (2) offering price (2) registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00 54,280 $8.24 $447,267 $154.23
par value
=============================================================================================================
</TABLE>
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the Plan by reason of stock dividends
or through recapitalization resulting in stock split-ups, combinations or
exchange of shares.
(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been computed
on the basis of $8.24 per share, the average exercise price of such shares
after adjustment for a fifteen (15%) percent Common Stock dividend paid on
August 13, 1992 and a one hundred (100%) percent Common Stock dividend paid on
October 18, 1993.
================================================================================
<PAGE> 2
This Registration Statement registers additional securities of the
same class as other securities for which the Registration Statement on Form
S-8, SEC File No. 33-29994 was filed with the Securities and Exchange
Commission on July 14, 1989 (the "Registration Statement"). Pursuant to
General Instruction E of Form S-8, the contents of the above-listed
Registration Statement are hereby incorporated by reference.
1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit No. Description of Document
----------- -----------------------
4.1(1) -Articles of Incorporation, as amended
4.1A(1) -Amendment to Articles of Incorporation effective
June 18, 1993
4.1B(2) -Amendment to Articles of Incorporation effective May
12, 1994
4.2(1) -By-Laws, as amended
4.3(3) -Series A Junior Participating Preferred Stock
Purchase Rights
5.1(2) -Opinion of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation)
15.1(2) -Letter of Deloitte & Touche regarding unaudited
interim financial information
23.1(2) -Consent of Deloitte & Touche
23.2(2) -Consent of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation) (included in Exhibit
5.1)
24.1(2) -Power of Attorney (contained in page II-3 of this
Registration Statement)
(1) Incorporated herein by reference to the designated Exhibit of the
Company's Form 10-K dated December 31, 1993.
(2) Filed herewith.
(3) Incorporated herein by reference to the Company's Form 8-A filed with
the Commission on August 5, 1994.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any Prospectus required by Section
10(a) of the Securities Act of 1933;
II-1
<PAGE> 4
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S- 3 or
Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by way of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and Exchange Act of 1934)
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted of directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person for the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-2
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana on July 27,
1994.
UNITED COMPANIES FINANCIAL CORPORATION
By: /s/ SHERRY E. ANDERSON
Sherry E. Anderson
Senior Vice President and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes J. Terrell
Brown and Dale E. Redman and each of them acting individually, with full power
of substitution, to file one or more amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith with the Securities
and Exchange Commission, which amendments, may make such changes as J. Terrell
Brown or Dale E. Redman deems appropriate; and each person whose signature
appears below, individually and in each capacity stated below, hereby appoints
J. Terrell Brown and Dale E. Redman, and either of them acting individually,
with full power of substitution, as Attorney-in-Fact to execute in his name and
on his behalf any such Amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ HARRIS J. CHUSTZ Chairman of the Board July 27, 1994
- --------------------------------- (Principal Executive Officer)
Harris J. Chustz
/s/ J. TERRELL BROWN President, Chief Executive July 27, 1994
- --------------------------------- Officer and Director
J. Terrell Brown (Principal Executive Officer)
/s/ DALE E. REDMAN Executive Vice President, July 27, 1994
- --------------------------------- Chief Financial Officer,
Dale E. Redman Assistant Secretary and Director
(Principal Financial Officer)
/s/ JESSE O. GRIFFIN Senior Vice President and July 27, 1994
- --------------------------------- Controller (Principal Accounting
Jesse O. Griffin Officer)
</TABLE>
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<PAGE> 6
<TABLE>
<S> <C> <C>
Director July __, 1994
- ---------------------------------
James J. Bailey, III
/s/ ROBERT H. BARROW Director July 25, 1994
- ---------------------------------
Robert H. Barrow
/s/ RICHARD A. CAMPBELL Director July 27, 1994
- ---------------------------------
Richard A. Campbell
/s/ ROBERT D. KILPATRICK Director July 27, 1994
- ---------------------------------
Robert D. Kilpatrick
Director July __, 1994
- ---------------------------------
O. Miles Pollard
Director July __, 1994
- ---------------------------------
Charles S. Prosser, M.D.
/s/ WILLIAM H. WRIGHT, JR. Director July 25, 1994
- ---------------------------------
William H. Wright, Jr.
</TABLE>
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<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description of Document Page
----------- ----------------------- ------------
<S> <C> <C>
4.1(1) -Articles of Incorporation, as amended
4.1A(1) -Amendment to Articles of Incorporation effective
June 18, 1993
4.1B(2) -Amendment to Articles of Incorporation effective May
12, 1994
4.2(1) -By-Laws, as amended
4.3(3) -Series A Junior Participating Preferred Stock
Purchase Rights
5.1(2) -Opinion of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation)
15.1(2) -Letter of Deloitte & Touche regarding unaudited
interim financial information
23.1(2) -Consent of Deloitte & Touche
23.2(2) -Consent of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation) (included in Exhibit
5.1)
24.1(2) -Power of Attorney (contained in page II-3 of this
Registration Statement)
</TABLE>
(1) Incorporated herein by reference to the designated Exhibit of the
Company's Form 10-K dated December 31, 1993.
(2) Filed herewith.
(3) Incorporated herein by reference to the Company's Form 8-A filed with
the Commission on August 5, 1994.
<PAGE> 1
EXHIBIT 4.1B
UNITED COMPANIES FINANCIAL CORPORATION
AMENDMENT TO ARTICLES OF INCORPORATION
EFFECTIVE MAY 12, 1994
Pursuant to the provisions of Section 31 of the Louisiana Business
Corporation Law, La.R.S. 12:31, the undersigned Corporation adopts the
following Articles of Amendment to its Articles of Incorporation for the
purpose of increasing the number of authorized shares of its $2.00 par value
common stock from 20,000,000 shares to 100,000,000 shares and its $2.00 par
value preferred stock from 5,000,000 shares to 20,000,000 shares, all as set
forth hereinafter.
ARTICLE 1
The name of the Corporation is United Companies Financial Corporation.
ARTICLE 2
The following amendment to the Articles of Incorporation was adopted
by the shareholders of the Corporation on April 28, 1994:
The Articles of Incorporation are hereby amended by amending Section 1
of Article III to read in its entirety as follows:
"ARTICLE III
Section 1. The total number of shares of capital stock which
the corporation shall be authorized to issue shall be 100,000,000
shares of common capital stock with a par value of Two Dollars ($2.00)
per share and 20,000,000 shares of preferred stock with a par value of
Two Dollars ($2.00) per share. The Board of Directors is authorized
to amend these Articles of Incorporation to fix and determine the
terms, limitations and relative rights and preferences of the
preferred stock including, without limitation, any voting rights
thereof, to divide and issue the preferred stock in series, and to fix
and determine the variations among series to the extent permitted by
law."
ARTICLE 3
The number of shares of the Corporation outstanding at the time of
such adoption was 12,349,067 and the number of shares entitled to vote thereon
was the same.
ARTICLE 4
The number of shares voted for such amendment was 6,494,352 and the
number of shares voted against such amendment was 1,245,332, and the number of
shares which abstained from a vote thereon was 102,962.
<PAGE> 2
Executed this 12th day of May, 1994, by the undersigned officers of
the Corporation in the presence of the undersigned competent witnesses.
WITNESSES: UNITED COMPANIES FINANCIAL CORPORATION
/s/ DALE E. REDMAN BY: /s/ J. TERRELL BROWN
J. Terrell Brown, President
/s/ J. MICHAEL ROBINSON, JR. BY: /s/ SHERRY E. ANDERSON
Sherry E. Anderson
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I, Lee C. Kantrow, a Notary Public, do hereby certify that on this
12th day of May, 1994, personally appeared before me J. Terrell Brown who,
being by me first duly sworn, declared that he is the President of United
Companies Financial Corporation, that he signed the foregoing document as
President of the Corporation and the statements contained therein are true.
/s/ LEE C. KANTROW
Notary Public
<PAGE> 1
EXHIBIT 5.1
KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
ATTORNEYS AT LAW
SUITE 300, CITY PLAZA
445 NORTH BOULEVARD
POST OFFICE BOX 2997
BATON ROUGE, LOUISIANA 70821-2997
Telephone (504) 383-4703
FAX (504) 343-0630
(504) 343-0637
July 28, 1994
United Companies Financial Corporation
4041 Essen Lane
P. O. Box 1591
Baton Rouge, LA 70821-1591
Re: Registration Statement on Form S-8 for United Companies
Financial Corporation's 1989 Non-Employee Director Stock
Option Plan
Gentlemen:
We have acted as counsel to United Companies Financial Corporation
(the "Company") in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, covering 54,280 shares of the Company's $2.00 par value common stock
(the "Common Stock") reserved for issuance upon the exercise of options granted
under the Company's 1989 Non-Employee Director Stock Option Plan (the "Plan").
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Company's Articles of Incorporation, as
amended, its By-Laws, as amended, resolutions of its Board of Directors, and
such other documents and corporate records as we have deemed necessary as the
basis for the opinion expressed herein. Based upon the foregoing and in
reliance thereon, and after examination of such matters of law as we deemed
applicable or relevant hereto, it is our opinion that:
1. The Company has been duly incorporated under the laws of the
State of Louisiana and is validly existing and in good
standing under the laws of that State; and
2. The 54,280 shares of the Company's Common Stock covered by the
Registration Statement have been duly authorized and, when
duly issued in accordance with the terms of the Plan, and
delivered against payment therefor as provided therein, will
be legally issued, fully paid, and non- assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement and to the filing of this opinion with
any appropriate governmental agency.
Very truly yours,
KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
/s/ KANTROW, SPAHT, WEAVER & BLITZER
(A Professional Law Corporation)
<PAGE> 1
EXHIBIT 15.1
August 4, 1994
United Companies Financial Corporation
4041 Essen Lane
Baton Rouge, Louisiana
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim
consolidated financial information of United Companies Financial Corporation
and subsidiaries for the periods ended March 31, 1994 and 1993 and June 30,
1994 and 1993, as indicated in our reports dated April 28, 1994 and July
27,1994, respectively; because we did not perform an audit, we expressed no
opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June
30, 1994, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Baton Rouge, Louisiana
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
United Companies Financial Corporation on Form S-8 of our report dated February
18, 1994, appearing in and incorporated by reference in the Annual Report on
Form 10-K of United Companies Financial Corporation for the year ended December
31, 1993.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Baton Rouge, Louisiana
August 4, 1994
