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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):
X Form 10-K ___Form 20-F ___Form 11-K ___Form 10-Q ___Form N-SAR
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For the year ended December 31, 1998
[ ] 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, cannot be filed without undue hardship because the Registrant
lacks the resources necessary, as a result of recent circumstances
including the loss of key accounting and finance personnel as well
as the subject bankruptcy proceeding, to prepare separate periodic
reports under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Consequently, on March 12, 1999, the Registrant
requested relief from the Commission's Division of Corporate Finance
from the requirement of filing Exchange Act reports and proposed to
file with the Commission copies of all of the financial reports that
are required to be filed with the Bankruptcy Court and the United
States Trustee under cover of a Form 8-K Current Report within
fifteen days after such reports are required to be so filed. The
Registrant's request for no-action relief is presently pending at
the Commission.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Dale E. Redman 225 987-2282
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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 reports) been filed? If answer is no,
identify report(s).
X Yes No
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(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 statement that would
otherwise be included in the Form 10-K Annual Report for the year
ended December 31, 1998, if the Commission's Division of Corporate
Finance denies the Registrant's requested no-action relief, would
reflect a loss compared to positive net income for the year ended
December 31, 1997, as a result of the financial difficulties
experienced by the Registrant. Because the Registrant has
limited financial and human resources, an earnings statement for
the year ended December 31, 1998, has not yet been completed.
UNITED COMPANIES FINANCIAL CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 1999
/s/ Dale E. Redman
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Executive Vice President and
Chief Financial Officer