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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 1999
UNITED COMPANIES FINANCIAL CORPORATION
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(Exact name as specified in its charter)
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Louisiana 1-7067 71-0430414
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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4041 Essen Lane, Baton Rouge Louisiana 70809
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Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (225) 987-0000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The Registrant files herewith the exhibit listed in Item 7(c) below.
Item 7(c). Exhibits.
The following exhibit is furnished in accordance with Item 601 of
Regulation S-K:
99 Press Release dated October 15, 1999 - United Companies
Announces Change in Chief Executive Officer, and Appointment of Chief
Financial Officer -- Company Continues Solicitation of Third Party
Interest in Servicing Platform and Seeks Extension of the Exclusive
Period for Filing a Plan of Reorganization
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED COMPANIES FINANCIAL CORPORATION
(Registrant)
Date: October 19, 1999 By: /s/ LAWRENCE J. RAMAEKERS
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Lawrence J. Ramaekers
Chief Executive Officer and
Chief Operating Officer
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY NO.
NO. DESCRIPTION NUMBERED PAGE
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99 Press Release dated October 15, 1999 - United
Companies Announces Change in Chief Executive
Officer, and Appointment of Chief Financial
Officer -- Company Continues Solicitation of
Third Party Interest in Servicing Platform and
Seeks Extension of the Exclusive Period for
Filing a Plan of Reorganization
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EXHIBIT 99
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UNITED COMPANIES FINANCIAL CORPORATION NEWS RELEASE
[UNITED COMPANIES LOGO] FOR IMMEDIATE DISTRIBUTION
Lawrence J. Ramaekers
Chief Executive Officer &
Chief Operating Officer
225.987.2385 or 800.234.8232
Release Date: October 15, 1999
UNITED COMPANIES ANNOUNCES CHANGE IN
CHIEF EXECUTIVE OFFICER, AND APPOINTMENT OF CHIEF FINANCIAL OFFICER
COMPANY CONTINUES SOLICITATION OF THIRD PARTY INTEREST
IN SERVICING PLATFORM AND SEEKS EXTENSION OF THE
EXCLUSIVE PERIOD FOR FILING A PLAN OF REORGANIZATION
BATON ROUGE, LA - United Companies Financial Corporation (OTC: UCFNQ),
which has been operating in a chapter 11 proceeding since March 1, 1999,
announced today that Deborah Hicks Midanek, who has been its Chief Executive
Officer since the commencement of its chapter 11 bankruptcy case, has resigned
in order to attend to family health issues. The Company's Board of Directors
has appointed Lawrence J. Ramaekers,
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who has been serving as Chief Operating Officer since July 1999, to replace Ms.
Midanek as Chief Executive Officer. Mr. Ramaekers will also continue to serve
in his current capacity as Chief Operating Officer of the Company.
Chairman of the Board of Directors, James J. Bailey, III said, "The
Board of United Companies wants to express its appreciation for the exemplary
dedication and skill Ms. Midanek brought to an extremely complex and
challenging assignment. Her tireless work on behalf of all the stakeholders
will be difficult to replace."
Like Ms. Midanek, Mr. Ramaekers is a principal of Jay Alix &
Associates, a crisis management and turnaround consulting firm. He brings 20
years of experience in the daily operation and management of numerous companies
in chapter 11, including Color Tile, Inc., Cardinal Industries, Inc., Fred
Sanders, and Phoenix Steel. Mr. Ramaekers' background also includes 37 years of
management positions for large public and private corporations, including
National Car Rental System, Inc., Koepplinger's Bakery, Procter & Gamble, The
Stroh Brewery Company, and Coca-Cola Bottling Company - Detroit. He has held
the titles of Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer and Director of Corporate Planning of many companies.
The Company also announced today that Rebecca A. Roof, also of Jay
Alix & Associates, has been named as Chief Financial Officer by the Company's
Board of Directors. Ms. Roof brings extensive experience in crisis management
and restructuring acquired during her association with Jay Alix & Associates.
She has served as Vice President and CFO of a Houston-based oilfield services
company, CFO of a Houston-based distributor and retailer of after-market auto
parts, and interim CFO and Deputy Restructuring Officer for a
Pennsylvania-based teaching hospital.
The Company is currently soliciting third party interest in its
servicing platform and such efforts will continue. In this regard, the Company
is seeking an experienced and qualified sub-servicer to assume the Company's
functions as servicer in the pooling and service agreements relating to the
Company's prior securitization transactions. The Company services a loan
portfolio of nearly $6 billion. During the week of September 20, the Company
began to distribute requests for proposals ("RFPs") to interested third
parties. The Company desires to receive responses to it RFPs and complete
negotiations for an agreement on a servicing transaction by the end of November
and incorporate the transaction in its plan of reorganization. There can be no
assurance that the Company's efforts will result in an acceptable agreement
being reached. Any agreement will be subject to approval by the Bankruptcy
Court.
In this context, the Company has filed a motion in its chapter 11 case
to extend the period during which the Company possesses the exclusive right to
file a plan of reorganization.
If the bankruptcy court grants this motion, the exclusive period will
be extended to
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February 26, 2000, and the Company will have until April 27, 2000 to solicit
acceptances of its plan. The hearing on this motion is scheduled to take place
on November 3, 1999.
United Companies is a specialty finance company that services
non-traditional consumer loan products. The Company has been in a Chapter 11
reorganization since March 1, 1999.
The following is a "Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995: The statements contained in this
release that are not historical facts are forward-looking statements based on
the Company's current expectations and beliefs concerning future developments
and their potential effects on the Company. There can be no assurance that
future developments affecting the Company will be those anticipated by the
Company. Actual results may differ from those projected in the forward-looking
statements. These forward-looking statements involve significant risks and
uncertainties (some of which are beyond the control of the Company) and are
subject to change based upon various factors, including but not limited to the
following risks and uncertainties: the developments in and outcome of the
Company's Chapter 11 reorganization proceedings; the ability to access loan
facilities in amounts necessary to fund the Company's operations; the
successful disposition of its existing loan portfolio and repossessed real
estate properties; the ability of the Company to successfully restructure its
balance sheet; the ability of the Company to retain an adequate number and mix
of its employees; the effect of the Company's policies including the amount of
Company expenses; actual prepayment rates and credit losses on loans sold as
compared to prepayment rates and credit losses assumed by the Company at the
time of sale for purposes of its gain on sale computations; the quality of the
Company's owned and serviced loan portfolio including levels of delinquencies,
customer bankruptcies and charge-offs; adverse economic conditions;
competition; various legal, regulatory and litigation risks and other risks
detailed from time to time in the Company's Securities and Exchange Commission
filings. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as the result of new information, future
events or otherwise.
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