-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rTw6/L5ATCpLVeybCvhEhYkOEOgUmw5YbFjT9kP/+xHHoSAtmGR9e1mUEDYwxhZM xZ5wNND3RW/ws/43KseBog== 0000950134-94-000878.txt : 19940808 0000950134-94-000878.hdr.sgml : 19940808 ACCESSION NUMBER: 0000950134-94-000878 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940805 EFFECTIVENESS DATE: 19940824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED COMPANIES FINANCIAL CORP CENTRAL INDEX KEY: 0000217416 STANDARD INDUSTRIAL CLASSIFICATION: 6162 IRS NUMBER: 710430414 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54957 FILM NUMBER: 94542114 BUSINESS ADDRESS: STREET 1: 4041 ESSEN LN STREET 2: P O BOX 1591 CITY: BATON ROUGE STATE: LA ZIP: 70809 BUSINESS PHONE: 5049246007 S-8 1 FORM S-8 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 UNITED COMPANIES FINANCIAL CORPORATION 1989 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: 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
============================================================================================================= 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 - ------------------------------------------------------------------------------------------------------------- Common Stock, $2.00 54,280 $8.24 $447,267 $154.23 par value =============================================================================================================
(1) There are also being registered hereunder such additional indeterminate number of shares as may be issuable under the 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 $8.24 per share, the average exercise price of such shares after adjustment for a fifteen (15%) percent Common Stock dividend paid on August 13, 1992 and a one hundred (100%) percent Common Stock dividend paid on October 18, 1993. ================================================================================ 2 This Registration Statement registers additional securities of the same class as other securities for which the Registration Statement on Form S-8, SEC File No. 33-29994 was filed with the Securities and Exchange Commission on July 14, 1989 (the "Registration Statement"). Pursuant to General Instruction E of Form S-8, the contents of the above-listed Registration Statement are hereby incorporated by reference. 1 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 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 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 II-3 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 Securities Act of 1933; II-1 4 (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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, 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 Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) 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 Securities Act of 1933 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. II-2 5 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-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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /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)
II-3 6 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.
II-4 7 EXHIBIT INDEX
Sequentially Numbered Exhibit No. Description of Document Page ----------- ----------------------- ------------ 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 II-3 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. EX-4.1B 2 AMENDMENT TO THE ARTICLES OF INCORPORATION 1 EXHIBIT 4.1B UNITED COMPANIES FINANCIAL CORPORATION AMENDMENT TO ARTICLES OF INCORPORATION EFFECTIVE MAY 12, 1994 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. 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 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 EX-5.1 3 AMENDMENT TO THE ARTICLES OF INCORPORATION 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 1989 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 under the Securities Act of 1933, as amended, covering 54,280 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 1989 Non-Employee Director Stock Option 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, 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 54,280 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 against payment therefor as provided therein, will be legally issued, fully paid, and non- assessable. We hereby expressly consent 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) EX-15.1 4 DELOITTE & TOUCHE LETTER 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 EX-23.1 5 INDEPENDENT AUDITOR'S CONSENT 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 -----END PRIVACY-ENHANCED MESSAGE-----