-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6yNfENDrYZg3FLcSWAp4WZgwOcQLFsSQw07QM4JY6eLhs8eR76eXZMVBvFwHghN 4GhSMzYjoKZsQf69Y35IjA== 0000950134-95-002397.txt : 19951003 0000950134-95-002397.hdr.sgml : 19951003 ACCESSION NUMBER: 0000950134-95-002397 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950929 EFFECTIVENESS DATE: 19951018 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED COMPANIES FINANCIAL CORP CENTRAL INDEX KEY: 0000217416 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [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: 033-63069 FILM NUMBER: 95577558 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 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
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, $2.00 300,000 $65.50 $19,650,000 $7,277.78 par value(3) ========================================================================================================
(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. ================================================================================ 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. 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 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 5 ITEM 8. EXHIBITS
Exhibit No. Description of Document ----------- ----------------------- 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)
(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 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 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.
Signature Title Date --------- ----- ---- /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
II-5 8 /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.
II-6 9 EXHIBIT INDEX
Sequentially EXHIBIT NO. DESCRIPTION OF DOCUMENT Numbered Page ----------- ----------------------- ------------- 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)
(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 EX-4.4 2 MANAGEMENT INCENTIVE PLAN 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. 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: 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 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. 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. EX-5.1 3 OPINION OF KANTROW, SPAHT, WEAVER & BLIZTER 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) EX-15.1 4 LETTER OF DELOITTE & TOUCHE 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 EX-23.1 5 CONSENT OF DELOITTE & TOUCHE 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 -----END PRIVACY-ENHANCED MESSAGE-----