As Filed With the Securities and Exchange Commission on June 12,
1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED COMPANIES FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 71-0430414
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
4041 Essen Lane
Baton Rouge, Louisiana 70809
(504) 924-6007
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________________
DALE E. REDMAN
Chief Financial Officer
4041 Essen Lane
Baton Rouge, Louisiana 70809
(504) 924-6007
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________
Copies to:
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REED D. AUERBACH, ESQ. LEE C. KANTROW, ESQ. PETER J. GORDON, ESQ.
Stroock & Stroock & Lavan Kantrow, Spaht, Weaver & Blitzer Simpson Thacher & Bartlett
Seven Hanover Square (A Professional Law Corporation) 425 Lexington Avenue
New York, New York 10004-2696 Post Office Box 2997 New York, New York 10017-3909
Baton Rouge, Louisiana 70821-2997
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Approximate date of commencement of the proposed sale to the
public:
As soon as practicable after this Registration Statement becomes
effective.
___________________________
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, as amended, other than
securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [X] 33-55227
If this form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] ________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Amount to be Aggregate Amount of
Class of Securities to be Registered Registered(1) Offering Price(2) Registration Fee(3)
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Preferred Stock; Common Stock
(4)(5) . . . . . . . . . . . $11,020,000 $11,020,000 $3,800.00
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(1) The amount to be registered consists of up to
$11,020,000 aggregate initial offering price of an
indeterminate amount of Preferred Stock.
(2) Estimated solely for purposes of computing the
registration fee.
(3) The registration fee has been calculated in accordance
with Rule 457(o) under the Securities Act of 1933, as amended.
(4) There are being registered hereunder an indeterminate
number of shares of Common Stock as may be issued upon
conversion or exchange of Preferred Stock. No separate
consideration will be received for any shares of Common Stock so
issued upon such conversion or exchange.
(5) Includes Preferred Stock Purchase Rights ("Rights"). The
Rights are associated with and trade with the Common Stock. The
value, if any, attributable to the Rights is reflected in the
market price of the Common Stock.
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INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The Registrant hereby incorporates herein by reference the
contents of its Registration Statement on Form S-3 (Registration
No. 33-55227), which was declared effective by the Securities
and Exchange Commission on September 29, 1994.
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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-3 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 June 12, 1995.
UNITED COMPANIES FINANCIAL CORPORATION
By: /s/ Sherry E. Anderson
Sherry E. Anderson
Senior Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
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Signature Title Date
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/s/ Harris J. Chustz Chairman of the Board June 12, 1995
Harris J. Chustz (Principal Executive Officer)
/s/ J. Terrell Brown Chief Executive Officer, President and June 12, 1995
J. Terrell Brown Director (Principal Executive Officer)
/s/ Dale E. Redman Executive Vice President, Chief Financial June 12, 1995
Dale E. Redman Officer and Director
(Principal Financial Officer)
/s/ Jesse O. Griffin Senior Vice President and Controller June 12, 1995
Jesse O. Griffin (Principal Accounting Officer)
/s/ James J. Bailey, III Director June 12, 1995
James J. Bailey, III
Director
Robert H. Barrow
/s/ Richard A. Campbell Director June 12, 1995
Richard A. Campbell
Director
Robert D. Kilpatrick
Director
O. Miles Pollard, Jr.
/s/ Charles S. Prosser, M.D. Director June 12, 1995
Charles S. Prosser, M.D.
/s/ William H. Wright, Jr. Director June 12, 1995
William H. Wright, Jr.
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EXHIBIT INDEX
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Exhibit
Number Description of Document Page Number
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5.1 Opinion of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation) regarding legality
of securities being registered
23.1 Consent of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation) (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
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Exhibit 5.1
June 12, 1995
United Companies Financial Corporation
4041 Essen Lane
P.O. Box 1591
Baton Rouge, Louisiana 70821-1591
Re: United Companies Financial Corporation -
Registration Statement on Form S-3
Ladies and 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-3 (the "Registration
Statement") filed with the Securities and Exchange Commission on
June 12, 1995, pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Act"), covering up to $11,020,000.00
aggregate offering price of the Company's $2.00 par value
preferred stock (the "Preferred Stock"). The Registration
Statement also covers an indeterminate number of shares of the
Company's $2.00 par value common stock, including associated
rights to purchase the Company's Series A Junior Participating
Preferred Stock (together, the "Common Stock") as may be issued
upon conversion or exchange of the Preferred Stock.
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 deem applicable or relevant hereto, it is our opinion
that:
(1) The Company is duly incorporated under the laws of the
State of Louisiana and is validly existing and in good
standing under the laws of that State;
(2) When (i) the Registration Statement has become effective
under the Act and under all state securities laws where
registration or qualification is required; (ii) the
designation of the Preferred Stock and the establishment
of
the relevant rights, preferences, limitations and
qualifications of such series has been duly authorized by
the Company; (iii) the issuance and sale of shares of the
Preferred Stock and the terms of the offering have been
duly authorized by the Company; (iv) the issuance and sale
of shares of the Preferred Stock are in conformity with
the
Registration Statement and the prospectus made a part
thereof, as supplemented from time to time, that may be
filed or in effect from time to time, the Louisiana
Business Corporation Law as then in effect (the "LBCL"),
and the Company's Articles of Incorporation, as amended,
and do not violate any applicable law, order, rule or
regulation or any document, agreement or instrument then
binding on the Company; and (v) the form of certificates
representing shares of the Preferred Stock complies with
the requirements of the LBCL, the Preferred Stock, when
issued against payment therefor, will be validly issued,
fully paid and non-assessable.
(3) When (i) the Registration Statement has become effective
under the Act and under all state securities laws where
registration or qualification is required; (ii) the
Preferred Stock has been exchanged or converted into
shares
of Common Stock pursuant to due authorization of the
Company's Board of Directors; (iii) the exchange or
conversion of the Preferred Stock into shares of Common
Stock complies in all respects with the terms of the
Preferred Stock, the Common Stock when issued upon
exchange
or conversion of the Preferred Stock, will be validly
issued, fully paid and non-assessable.
We are members of the Bar of the State of Louisiana and we do
not express any opinion herein concerning any law other than the
law of the State of Louisiana and the federal law of the United
States.
We hereby expressly consent to the reference to our firm in the
prospectus and the related prospectus supplement forming a part
of the Registration Statement, 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)
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of United Companies Financial Corporation
on Form S-3 of our report dated February 28, 1995 (May 1 as to
Note 13 and Item 14, Schedules V and VI) (which expresses an
unqualified opinion and includes an explanatory paragraph
relating to the Company's plan to dispose of United General
Title Insurance Company, a wholly-owned subsidiary of the
Company), appearing in and incorporated by reference in the
Annual Report on Form 10-K/A-1 of United Companies Financial
Corporation for the year ended December 31, 1994, which is
incorporated herein by reference to Registration Statement #33-
55227, which is also incorporated herein by reference.
/s/ Deloitte & Touche LLP
Baton Rouge, Louisiana
June 12, 1995
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