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As filed with the Securities and Exchange Commission on August 5, 1994.
REGISTRATION NO. 33____________________
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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
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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
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(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.
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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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit No. Description of Document
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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;
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(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.
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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)
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Director July __, 1994
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James J. Bailey, III
/s/ ROBERT H. BARROW Director July 25, 1994
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Robert H. Barrow
/s/ RICHARD A. CAMPBELL Director July 27, 1994
- ---------------------------------
Richard A. Campbell
/s/ ROBERT D. KILPATRICK Director July 27, 1994
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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.
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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.