<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
(Address of Principal Executive Offices) (Zip Code)
UNITED COMPANIES FINANCIAL CORPORATION
1993 STOCK INCENTIVE PLAN
AND
UNITED COMPANIES FINANCIAL CORPORATION
1993 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:
LEE C. KANTROW
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 1,000,000 $29.34 $29,343,081 $10,118.30
par value
============================================================================================================
</TABLE>
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's 1993 Stock Incentive
Plan and 1993 Non-Employee Director Stock Option Plan by reason of stock
dividends or through recapitalization resulting in stock split-ups,
combinations or exchange of shares.
(2) Pursuant to Rule 457, the proposed maximum offering price per share and the
proposed maximum aggregate offering price have been computed as follows: (a)
with respect to the 314,700 shares for which options have been granted as of
the date hereof, computed on the basis of $16.48 per share, the average
exercise price of such shares after adjustment for a one hundred (100%) percent
Common Stock dividend paid on October 18, 1993, and (b) with respect to the
685,300 shares for which options have not yet been granted, computed on the
basis of $35.25 per share, the closing price of the Common Stock reported on
the NASDAQ Stock Market on August 4, 1994.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
general instructions to the Registration Statement on Form S-8 will be sent or
given to employees of United Companies Financial Corporation (the "Company" or
the "Registrant") as required by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(Commission File No. 1-7067) are hereby incorporated by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1993; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994; and (3) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A (Commission File
No. 1-06548) including any amendments or reports filed for the purpose of
updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock to be offered pursuant to
this registration statement will be passed upon for the Company by the law firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation), P. O. Box
2997, Baton Rouge, LA 70821-2997. As of June 30, 1994, individual stockholders
of the firm of Kantrow, Spaht, Weaver & Blitzer (A Professional Law
Corporation) owned, directly or indirectly, approximately 20,766 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law (the "LBCL")
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another business, foreign or nonprofit corporation, partnership, joint venture,
or other enterprise. The indemnity may include expenses, including attorney
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or
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<PAGE> 3
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 83 further provides that a Louisiana
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions except that no
indemnification is permitted without judicial approval if the director or
officer shall have been adjudged to be liable for willful or intentional
misconduct in the performance of his duty to the corporation. Where an officer
or director is successful on the merits or otherwise in any defense of any
action referred to above or any claim therein, the corporation must indemnify
him against such expenses that such officer or director actually incurred.
Section 83 permits a corporation to pay expenses incurred by the officer or
director in defending an action, suit or proceeding in advance of the final
disposition thereof if approved by the board of directors.
Pursuant to Section 83 of the LBCL, the Company has adopted provisions
in its Articles of Incorporation which require the Company to indemnify its
directors and officers to the fullest extent permitted by the LBCL.
The Articles of Incorporation, as amended, provide that no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director or
officer except for liability (i) for breach of the directors' or officers' duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 92(D) of the LBCL, or (iv) for any transaction from
which the director or officer derived an improper personal benefit. Section
92(D) of the LBCL specifies certain corporate transactions, such as certain
dividend declarations and dispositions of assets, as unlawful. The effect of
this provision of the Articles of Incorporation is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director or
officer for breach of fiduciary duty as a director or officer. This provision
does not limit or eliminate the rights of the Company or any stockholders to
seek non-monetary relief, such as an injunction or rescission in the event of a
breach of a director's or officer's fiduciary duty.
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
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<PAGE> 4
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 4 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 1933 Act;
(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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That for the purpose of determining any liability
under the 1933 Act, 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 1933 Act, each
filing of the Registrant's annual report pursuant to
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<PAGE> 5
Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
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
1933 Act 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 1933 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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, as
amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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<PAGE> 6
<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)
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 4 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
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF
UNITED COMPANIES FINANCIAL CORPORATION
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, Secretary
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 1993 Stock Incentive Plan and 1993
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 covering 1,000,000 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 1993 Stock Incentive Plan
and 1993 Non-Employee Director Stock Option Plan (the "Plans").
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 1,000,000 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 Plans, and
delivered against payment therefor as provided therein, will
be legally issued, fully paid, and non-assessable.
<PAGE> 2
We hereby expressly consent to the reference to our firm in the
Registration Statement under the caption "Interest of Named Experts and
Counsel", 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
