<PAGE> 1
As filed with the Securities and Exchange Commission on September 29, 1995.
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
MANAGEMENT INCENTIVE 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, $2.00 300,000 $65.50 $19,650,000 $7,277.78
par value(3)
========================================================================================================
</TABLE>
(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's Management Incentive
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 $65.50 per share, the closing price of the Common Stock
reported on the Nasdaq National Market on September 27, 1995.
(3) Includes Preferred Share Purchase Rights (the "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.
================================================================================
<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 under the
Securities Act of 1933, as amended (the "Act") will be sent or given to
employees of United Companies Financial Corporation (the "Company") as required
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Act.
<PAGE> 3
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: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A-1 and Amendment No. 2 on
Form 10-K/A-2; (b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995; (c) the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995; (d) the Company's Proxy Statement dated May 1,
1995, in connection with the Company's Annual Meeting of Shareholders held on
June 14, 1995; (e) the Company's Current Report on Form 8-K filed on May 26,
1995; (f) the Company's Current Report on Form 8-K filed on June 16, 1995; (g)
the Company's Current Report on Form 8-K filed on July 26, 1995; (h) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (including any amendments or reports filed
for the purpose of updating such description); and (i) the description of the
Company's Preferred Share Purchase Rights contained in the Company's
Registration Statement on Form 8-A (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
(a) Legal Opinions.
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), Baton
Rouge, Louisiana. As of August 31, 1995, individual stockholders of the firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) owned,
directly or indirectly, approximately 25,000 shares of the Company's Common
Stock.
(b) Experts.
The consolidated financial statements and the related financial
statement schedules incorporated in this Registration Statement by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A-1 and Amendment No. 2 on
Form 10-K/A-2 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the
periods ended June 30, 1995 and 1994, which is incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information. However, as
stated in their reports included in the Company's Quarterly Report on Form 10-Q
for the quarter ended
II-1
<PAGE> 4
June 30, 1995, and incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Act for their reports on the unaudited interim financial information
because those reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.
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 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.
II-2
<PAGE> 5
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<S> <C> <C>
4.1(1) - Articles of Incorporation, as amended
4.1A(2) - Amendment to the Articles of Incorporation effective April 28, 1994
4.1B(3) - Amendment to Articles of Incorporation effective May 12, 1994
4.1C(4) - Amendment to the Articles of Incorporation effective June 19, 1995
4.2(5) - By-Laws, as amended
4.3(6) - Series A Junior Participating Preferred Stock Purchase Rights
4.4(7) - Management Incentive Plan, as amended
5.1(7) - Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation)
15.1(7) - Letter of Deloitte & Touche regarding unaudited interim financial information
23.1(7) - Consent of Deloitte & Touche LLP
23.2(7) - Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included
in Exhibit 5.1)
24.1(7) - Power of Attorney (contained in page II-5 of this Registration Statement)
</TABLE>
(1) Incorporated herein by reference to the designated Exhibit of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1 and
Amendment No. 2 on Form 10-K/A-2.
(2) Incorporated herein by reference to designated Exhibit of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994.
(3) Incorporated herein by reference to the Company's Registration
Statement on Form S-8 filed with the Commission on August 5, 1994.
(4) Incorporated herein by reference to the designated Exhibit of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.
(5) Incorporated herein by reference to the designated Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1995.
(6) Incorporated herein by reference to the Company's Registration
Statement Form 8-A filed with the Commission on August 5, 1994.
(7) Filed herewith.
ITEM 9. UNDERTAKINGS
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 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total
II-3
<PAGE> 6
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering
range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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, Form
S-8 or Form F-3 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 Section 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
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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to 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.
Insofar as indemnification for liabilities arising under the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 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
II-4
<PAGE> 7
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana on September 27,
1995.
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 Act, 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/ J. Terrell Brown Chairman of the Board and Chief Executive September 27, 1995
---------------------------------- Officer (Principal Executive Officer)
J. Terrell Brown
/s/ John D. Dienes President, Chief Operating Officer and September 27, 1995
---------------------------------- Director
John D. Dienes
/s/ Dale E. Redman Executive Vice President, Chief Financial September 27, 1995
---------------------------------- Officer, Assistant Secretary and Director
Dale E. Redman (Principal Financial Officer)
/s/ Jesse O. Griffin Senior Vice President and Controller September 27, 1995
---------------------------------- (Principal Accounting Officer)
Jesse O. Griffin
/s/ James J. Bailey, III Director September 27, 1995
----------------------------------
James J. Bailey, III
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ Robert H. Barrow Director September 27, 1995
----------------------------------
Robert H. Barrow
/s/ Richard A. Campbell Director September 27, 1995
----------------------------------
Richard A. Campbell
Director September ____, 1995
----------------------------------
Harris J. Chustz, Jr.
Director September ____, 1995
----------------------------------
Roy G. Kadair, M.D.
Director September ____, 1995
----------------------------------
Robert D. Kilpatrick
Director September ____, 1995
----------------------------------
O. Miles Pollard
/s/ William H. Wright, Jr. Director September 27, 1995
----------------------------------
William H. Wright, Jr.
</TABLE>
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
EXHIBIT NO. DESCRIPTION OF DOCUMENT Numbered Page
----------- ----------------------- -------------
<S> <C>
4.1(1) Articles of Incorporation, as amended
4.1A(2) Amendment to Articles of Incorporation effective April 28,
1994
4.1B(3) Amendment to Articles of Incorporation effective May 12,
1994
4.1C(4) Amendment to Articles of Incorporation effective June 19,
1995
4.2(5) By-Laws, as amended
4.3(6) Series A Junior Participating Preferred Stock Purchase
Rights
4.4(7) Management Incentive Plan, as amended
5.1(7) Opinion of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation)
15.1(7) Letter of Deloitte & Touche regarding unaudited interim
financial information
23.1(7) Consent of Deloitte & Touche
23.2(7) Consent of Kantrow, Spaht, Weaver & Blitzer (A
Professional Law Corporation) (included in Exhibit 5.1)
24.1(7) 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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A-1 and
Amendment No. 2 on Form 10-K/A-2.
(2) Incorporated herein by reference to designated Exhibit of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994.
(3) Incorporated herein by reference to the Company Registration Statement
on Form S-8 filed with the Commission on August 5, 1994.
(4) Incorporated herein by reference to the designated Exhibit of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.
(5) Incorporated herein by reference to the designated Exhibit of the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1995.
(6) Incorporated herein by reference to the Company's Registration
Statement Form 8-A filed with the Commission on August 5, 1994.
(7) Filed herewith.
II-7
<PAGE> 1
EXHIBIT 4.4(7)
UNITED COMPANIES FINANCIAL CORPORATION
MANAGEMENT INCENTIVE PLAN
SECTION 1: PURPOSE AND OBJECTIVES
The United Companies Financial Corporation Management Incentive Plan,
as amended and restated, (hereinafter the "Plan") is intended to unite the
interests of certain employees of United Companies Financial Corporation
(hereinafter the "Company") with the interests of the shareholders of the
Company through the payment of compensation, in addition to the employees' base
salaries, for the achievement of financial objectives during the year.
The objectives of the Plan include the following:
Performance To compensate certain employees based on the
performance of the Company.
Return on Equity To focus management efforts on increasing
Return on Equity.
Team Orientation To generate a team orientation in a unified
Company environment.
Competitive To provide a compensation package that is
competitive within the industry.
SECTION 2: EFFECTIVE DATE
The Plan shall be effective January 1, 1989 (the "Effective Date").
SECTION 3: DEFINITIONS
3.1 "Award" shall mean an award made under the Plan.
3.2 "Beneficiary" shall mean the person or persons, if any,
designated in writing by a Participant to receive any benefit
of such Participant in the event of the Participant's death.
3.3 "Bonus Pool" shall mean the fund of monies available for
Awards under the Plan as determined in accordance with Section
6, Calculation of the Bonus Pool.
3.4 "Chief Executive" shall mean the Chief Executive Officer of
the Company.
3.5 "Committee" shall mean the Compensation Committee of the Board
of Directors of the Company comprised of at least two members
who are not employees of the Company and who are not otherwise
eligible to receive an Award under the Plan.
3.6 "Participant" shall mean an employee of the Company who has
been selected to participate in the Plan for a specific Plan
Year in accordance with Section 5.1 based on the employee's
contribution to the overall Company objectives. There is no
requirement that all employees of the Company be selected as
Participants in the Plan.
3.7 "Plan Year" shall mean any fiscal year of the Company that
coincides with the calendar year on and after the Effective
Date of the Plan.
3.8 "ROE" shall mean the Return on Equity of the Company for a
Plan Year, computed on a consolidated basis in accordance with
generally accepted accounting principles, based on the average
of the four quarterly ROE results during the Plan Year.
<PAGE> 2
SECTION 4: ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee which shall have sole
and complete authority, except as limited by Section 11, to administer and
interpret the terms and provisions of the Plan and to adopt, alter and repeal
such administrative rules, regulations and practices governing the operation of
the Plan as it deems in the best interests of the Company.
SECTION 5: ELIGIBILITY
5.1 Prior to January 1 of each Plan Year, the Chief Executive
shall recommend to the Committee certain employees of the Company who have been
recommended to him by the Management Executive Committee for participation in
the Plan. The Committee shall designate the employees who shall be eligible to
participate in the Plan for such Plan Year. The Chief Executive shall notify
the Participants of their designation by the Committee to participate in the
Plan for the Plan Year and of the financial performance levels that must be
achieved for an Award to be made under the Plan. An employee's participation
in one Plan Year does not guarantee participation in any following Plan years.
5.2 Participants must be employees of the Company on the date
Awards are paid, unless employment has terminated by reason of death,
disability or retirement. A Participant who terminates employment for any
reason except death, disability or retirement prior to the actual payment of an
Award shall forfeit all rights to the Award for such Plan Year, (herein
referred to as "forfeitures"). Participants who terminate employment during
the Plan Year or prior to the payment of the Award for such Plan Year because
of death, disability or retirement, shall be included in the Bonus Pool
allocation and such Participant or their Beneficiary, as the case may be, shall
be paid as if they were active employees of the Company.
SECTION 6: CALCULATION OF THE BONUS POOL
The threshold level of ROE must be achieved in order for the Bonus
Pool to be created and for any Awards under this Plan to be paid. The
threshold level of ROE shall be 10%.
SECTION 7: CALCULATION OF ELIGIBILITY LEVEL AND INDIVIDUAL PARTICIPANT
ALLOCATION OF AWARDS
7.1 Assignment of Participants to Eligibility Levels
The Company's Chief Executive shall recommend to the Committee the
respective level of participation for each Participant. Giving due
consideration to, but not being bound by, such recommendation, the Committee
shall then assign each Participant to one of five eligibility levels under the
Plan. The eligibility level assignment indicates the Participant's
contribution to and impact on the success of the overall organization.
7.2 Eligibility Level Allocation
The allocation of the Bonus Pool by level of participation and the
maximum Award per Participant shall be established by the Committee prior to
January 1 of the Plan Year. The Committee shall determine prior to the
beginning of each Plan Year the portion of the Bonus Pool to be allocated to
each eligibility level.
7.3 Individual Participant Allocation
As stated in Section 7.2, prior to January 1, the Committee shall
determine the portion of the Bonus Pool to be allocated to each eligibility
level. Subject to the maximum Award per Participant established by the
Committee, the aggregate amount allocated to each level shall be allocated
among the Participants assigned to such eligibility level as follows:
<PAGE> 3
Levels I and II. The aggregate amount of the Bonus Pool allocated to
Levels I and II shall be allocated among the Participants within the
respective level based on each Participant's base salary as of
December 31st of the Plan Year. Forfeitures shall be reallocated to
the remaining Participants in the respective eligibility levels.
Levels III, IV and V. The base salary of each Participant within each
specific eligibility level shall be multiplied by a percentage factor
pre-established on or before January 1 of the Plan Year by the
Committee to determine the amount to be allocated to each Participant.
Forfeitures shall not be reallocated to Participants in Levels III, IV
and V.
SECTION 8: PAYMENT OF AWARDS
Subject to the Participant's right to elect to receive shares of the
Company's Common Stock, par value of $2.00 per share (the "Common Stock")
pursuant to Section 9 below, all Awards under the Plan shall be payable in cash
and shall be paid within 120 days of the end of the Plan Year for which the
Award is made. All Award payments under the Plan shall be subject to such
federal and state withholding taxes required by law at the time of payment.
SECTION 9: PARTICIPANTS' RIGHT TO RECEIVE COMMON STOCK
9.1 Election Rights
Each Participant selected to participate in the Plan in accordance
with Section 5.1 may elect to reduce all or part of the Award that would
otherwise be payable under the Plan in cash pursuant to Section 8, to shares of
Common Stock. Any such election shall be in writing and must be delivered to
the Committee no later than six months and one day prior to December 31st of
the Plan Year. Once the election is submitted, it may not be revoked or
changed.
If a Participant so elects to receive shares of Common Stock in lieu
of cash under an Award, there shall be issued to such Participant a number of
shares of Common Stock equal to the percentage of the Award designated by the
Participant to be awarded in shares of Common Stock (which amount will be
calculated by multiplying the percentage elected by the Participant by the
total Award divided by the Fair Market Value (as defined in Section 9.2 below)
of a share of the Company's Common Stock on December 31st of the Plan Year).
9.2 Fair Market Value
The term "Fair Market Value" means the fair market value of a share of
Common Stock determined in good faith by the Committee in the following manner:
a. If the shares of Common Stock are then listed on any national
or regional stock exchange or traded in the over-the-counter
market and prices are quoted in the NASDAQ National Stock
Market, the Fair Market Value shall be the last quoted sales
price of a share of the Common Stock on the date in question,
or if there are not reported sales on such date, on the last
preceding date on which sales were reported;
b. If the shares of Common Stock are not listed or quoted, then
the Fair Market Value shall be the mean between the bid and
ask price quoted by a market maker or other recognized
specialist in the Common Stock at the close of the date in
question; or
c. In the absence of either of the foregoing, the Fair Market
Value shall be determined by the Committee in its absolute
discretion after giving consideration to the book value, the
<PAGE> 4
revenues, the earnings history and the prospects of the
Company in light of market conditions generally.
The Fair Market Value determined in such manner shall be final,
binding and conclusive on all parties.
9.3 Common Stock Subject to Plan
The shares of Common Stock that may be issued hereunder shall be from
the authorized but unissued shares of Common stock of the Company. Subject to
the provisions of the next succeeding paragraph of this Section 9.3, the
aggregate number of shares of Common Stock reserved and available for issuance
hereunder shall not exceed 300,000 shares.
In the event that the number of outstanding shares of Common Stock are
changed into or exchanged for a different kind or number of shares of stock or
securities of the Company as the result of any stock dividend, stock split,
combination of shares, exchange of shares, merger consolidation,
reorganization, recapitalization or other change in the capital structure of
the Company, then the number of shares subject to the Plan shall be equitably
adjusted by the Committee.
9.4 Special Provisions for Executive Officer Participants
If any executive officer of the Company elects to receive all or part
of his or her award in shares of Common Stock, the Committee, in its
discretion, may subject such shares of Common Stock to certain restrictions or
conditions, including restriction periods or performance-based conditions.
However, if the Committee chooses to impose a performance-based condition upon
the vesting of such shares, the condition shall be linked to Company
performance and based upon the Company's return on equity. However, the
Committee shall not establish a return on equity requirement any less than 10%
for any annual period. Finally, the Committee must certify, before the
condition shall be considered as being fulfilled, that the performance-based
condition has been met by the Company.
SECTION 10: RIGHTS OF PARTICIPANTS
10.1 General Creditor - The Participant and his Beneficiary, as the
case may be, shall be a general, unsecured creditor of the Company with respect
to any rights derived by the Participant from the existence of this Plan.
10.2 No Rights to Assets - Title to and beneficial ownership of any
assets, whether cash, investments, life insurance policies, or any other assets
that the Company may earmark to pay the Awards hereunder, shall at all times
remain with the Company. The Participant, his or her heirs and successors, and
his Beneficiary, as the case may be, shall not have any property interest
whatsoever in any specific assets of the Company.
10.3 No Right to Employment - This Plan shall not constitute an
employment agreement between the Participants and the Company.
10.4 No Representation - No representation, promise or inducement
relating to the Plan has been made either by the Company or any Participant
that is not embodied in this Plan and neither the Company nor any Participants
shall be bound by or liable for any alleged representation, promise or
inducement not included herein.
SECTION 11: RIGHTS OF THE COMPANY
11.1 Except as limited in Section 11.2, this Plan may be amended,
modified, or cancelled, and the terms or covenants hereof may be waived at the
discretion of the Board of Directors of the Company, provided that such actions
shall only be effective for subsequent Plan Years.
<PAGE> 5
11.2 The maximum Bonus Pool to be paid in any Plan Year shall not
exceed 10% of the Company's after tax net income, computed on a consolidated
basis in accordance with generally accepted accounting principles, unless a
greater amount is authorized by the affirmative vote of the holders of a
majority of the shares of the Company's Common Stock present or represented at
an annual or special meeting of the Company's shareholders at which a greater
amount is properly presented for consideration by the shareholders.
SECTION 12: MISCELLANEOUS
12.1 Amendment of the Plan
The Board of Directors may amend the Plan from time to time in its
sole discretion as it deems advisable. However, no amendment shall, without
the approval of the shareholders of the Company, (i) materially modify the
eligibility requirements for participation in the Plan; (ii) increase, decrease
or otherwise alter the aggregate number of shares of Common stock that may be
issued under the Plan; (iii) materially increase the benefits accruing to
Participants; (iv) remove the administration of the Plan from the Committee or
render members of the Committee eligible to receive Awards under the Plan. In
addition, the provisions of Section 9 of the Plan may not be amended more than
once in any six month period except to comply with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act
of 1974, or the rules thereunder.
12.2 Governing Law - This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Louisiana without
regard to the principles of conflict of laws.
12.3 Headings - The Section headings contained in this Plan are for
reference purposes only and shall not in any way affect the meaning or
interpretation of the Plan.
As amended through June 14, 1995.
<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
September 27, 1995
United Companies Financial Corporation
4041 Essen Lane
Post Office Box 1591
Baton Rouge, Louisiana 70821-1591
Re: Registration Statement on Form S-8
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-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission covering 300,000 shares of the Company's
$2.00 par value common stock (the "Common Stock") reserved for issuance under
the Company's Management Incentive 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, or
Committees of the Board of Directors, and such other documents and corporate
records as we have deemed necessary as the basis for the opinions 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 300,000 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 Plan, and
delivered as provided therein, will be legally issued, fully
paid, and non-assessable.
We hereby expressly consent to the reference to our firm in the
Registration Statement under the caption "Interests 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
September 27, 1995
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, 1995 and 1994 and June 30,
1995 and 1994, as indicated in the reports dated May 12, 1995 and August 4,
1995; 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, 1995 and June
30, 1995, 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 LLP
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
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 as amended by Amendment Nos. 1 and
2 on Form 10-K/A of United Companies Financial Corporation for the year ended
December 31, 1994, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Baton Rouge, Louisiana
September 27, 1995
