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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 1-7067
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [] Form N-SAR
For Period Ended: March 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification
relates:
PART I - REGISTRANT INFORMATION
United Companies Financial Corporation
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Full Name of Registrant
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Former Name if Applicable
4041 Essen Lane
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Address of Principal Executive Office (Street and Number)
Baton Rouge, LA 70809
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without reasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed.
(Check box if appropriate)
x (a) The reasons described in reasonable detail in Part III
- --- of this form could not be eliminated without unreasonable
effort or expense;
(b) The subject annual report, semi-annual report, transition
- --- report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
___(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the
Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time periods
(Attach Extra Sheets if Needed):
On March 1, 1999, the Registrant, together with certain of its
subsidiaries, filed a voluntary petition for relief under chapter 11
of title 11 of the United States Code (the "Bankruptcy Code") with
the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"), and continues to manage its businesses as a
debtor-in-possession pursuant to Sections 1107 and 1108 of the
Bankruptcy Code. The cases bear numbers 99-450 (MFW) through 99-461
(MFW) on the docket of the Bankruptcy Court.
An Annual Report on Form 10-K for the year ended December 31,
1998, has not yet been filed by the Registrant as a result of
recent circumstances including the subject bankruptcy proceeding,
the loss of key accounting and finance personnel and the fact that
the Registrant's independent auditors have not yet completed their
audit of its financial statements for the year ended December 31,
1998. The Registrant is, however, working diligently with its
auditors to complete the audited financials together with such
Form 10-K.
For the same reasons as the Registrant has had to delay its
Form 10-K, and because the Form 10-K has not yet been filed, the
Registrant is not in a position to complete and file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Michael W. Trickey 225 987-2281
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(Name) (Area Code) (Telephone)
or
Jesse O. Griffin 225 987-3788
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(Name) (Area Code) (Telephone)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section
30 of the Investment Company Act of 1940 during the preceding
12 months for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
Yes x No
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Annual Report on Form 10-K for the Year Ended December 31, 1998.
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
X Yes No
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If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.
The Registrant expects that the earnings statements to be included
in the Form 10-Q Quarterly Report for the quarter ended March 31, 1999,
will reflect substantially lower net income compared to the quarter ended
March 31, 1998, as a result of the bankruptcy case commenced on
March 1, 1999, and the financial difficulties experienced by the
Registrant prior and subsequent thereto, significantly, the inability
of the Registrant to effect a securitization or whole loan sale transaction
during the first quarter of 1999. Because the Registrant has limited
financial and human resources, and because the audit of the Registrant's
financial statements for the year ended December 31, 1998 is not complete,
an earnings statement for the quarter ended March 31, 1999, has not yet
been completed.
United Companies Financial Corporation has caused this notification to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: May 18, 1999
/s/ Michael W. Trickey
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Chief Financial Officer
