1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
United Companies Financial Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
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UNITED COMPANIES FINANCIAL CORPORATION
THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF
OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby appoints the trustee of United Companies
Financial Corporation Employee Stock Ownership Plan and Trust (the "ESOP"),
with full power of substitution, the attorney and proxy of the undersigned to
attend the Annual Meeting of Shareholders of UNITED COMPANIES FINANCIAL
CORPORATION to be held at the United Companies Financial Corporation Executive
Office Building, 4041 Essen Lane, Baton Rouge, Louisiana, at 9:00 a.m. on June
14, 1995, or any postponement or adjournment thereof, and to vote the stock
allocated to the account of the undersigned in the ESOP with all powers the
undersigned would possess if present upon the following matters and upon any
other business that may properly come before the meeting or any postponement or
adjournment thereof.
This proxy when properly executed will be voted as specified herein.
If no specification is made, it is the intention of the proxies to vote FOR
proposals 1,2,3,4 and 5.
INSTRUCTIONS: This proxy, signed and dated, must be returned for your shares to
be represented at the Annual Meeting. To vote, please mark the appropriate box
for each proposal in blue or black ink, date and sign this proxy exactly as
your name appear(s) hereon. If stock is held jointly, signature should include
both names. Executors, administrators, trustees, guardians and others signing
in a representative capacity should give their full title. The shares
represented by this proxy will be voted as specified by the undersigned. If
no choice is specified, the proxy will be voted FOR proposals (1), (2), (3),
(4) and (5). PLEASE return promptly in the enclosed postage paid envelope.
SEE REVERSE SIDE
3
[ ] To vote for all items AS RECOMMENDED BY THE BOARD OF DIRECTORS, mark
this box, sign, date and return this proxy. (NO ADDITIONAL VOTE IS
NECESSARY - JUST SIGN, DATE AND RETURN)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSALS 1,2,3,4 AND 5.
(1) Election of eleven directors to three classes of the Board of
Directors:
FOR WITHHOLD
all nomiees list- AUTHORITY
ed below except to vote for
as otherwise all nominees
indicated listed below
[ ] [ ]
INSTRUCTION: If you wish to withhold authority selectively to vote for any
individual nominee, strike a line through the nominee's name below.
The Nominees are:
James J. Bailey, III, General Robert H. Barrow (Retired), J. Terrell Brown,
Richard A. Campbell, Harris J. Chustz Jr., John D. Dienes, Roy G. Kadair, M.D.,
Robert D. Kilpatrick, O. Miles Pollard, Jr., Dale E. Redman, William H. Wright,
Jr.
(2) Approval of an 80% vote to amend the following by-laws of United
Companies Financial Corporation as described in the Proxy Statement
dated May 1, 1995:
FOR AGAINST ABSTAIN
(a) Staggered Board and Number of Directors [ ] [ ] [ ]
(b) Removal of Directors and Filling Vacancies [ ] [ ] [ ]
(c) Shareholder Nominations and Proposals [ ] [ ] [ ]
(d) Right to Call Special Shareholders Meeting [ ] [ ] [ ]
(3) Approval of the following amendments to the Articles of Incorporation
of United Companies Financial Corporation:
FOR AGAINST ABSTAIN
(a) Eliminate Shareholder Action by [ ] [ ] [ ]
Written Consent
(b) Limit Shareholder Right to Call [ ] [ ] [ ]
Special Meetings
(c) Eliminate Director's Right to Give Proxy [ ] [ ] [ ]
(4) Approval of an Amendment to the Company's [ ] [ ] [ ]
1993 Stock Incentive Plan to Permit
Restricted Stock Awards.
(5) Approval of an Amendment to the Company's [ ] [ ] [ ]
Management Incentive Plan to Permit Bonuses
Payable in Common Stock:
SIGNATURE ______________________________________________________________________
SIGNATURE ______________________________________________________________________
TITLE __________________________________________________________________________
DATED ____________________________________________________________________, 1995
NOTE: Please sign this proxy as name(s) appear above and return it promptly in
the envelope provided, whether or not you plan to attend the meeting.
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UNITED COMPANIES FINANCIAL CORPORATION
THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF
OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby appoints the trustee of United Companies
Financial Corporation Employees' Savings Plan (the "401(k) Plan"), with full
power of substitution, the attorney and proxy of the undersigned to attend the
Annual Meeting of Shareholders of UNITED COMPANIES FINANCIAL CORPORATION to be
held at the United Companies Financial Corporation Executive Office Building,
4041 Essen Lane, Baton Rouge, Louisiana, at 9:00 a.m. on June 14, 1995, or any
postponement or adjournment thereof, and to vote the stock allocated to the
account of the undersigned in the 401(k) Plan with all powers the undersigned
would possess if present upon the following matters and upon any other business
that may properly come before the meeting or any postponement or adjournment
thereof.
This proxy when properly executed will be voted as specified herein.
If no specification is made, it is the intention of the proxies to vote FOR
proposals 1,2,3,4 and 5.
INSTRUCTIONS: This proxy, signed and dated, must be returned for your shares to
be represented at the Annual Meeting. To vote, please mark the appropriate box
for each proposal in blue or black ink, date and sign this proxy exactly as
your name appear(s) hereon. If stock is held jointly, signature should include
both names. Executors, administrators, trustees, guardians and others signing
in a representative capacity should give their full title. The shares
represented by this proxy will be voted as specified by the undersigned. If
no choice is specified, the proxy will be voted FOR proposals (1), (2), (3),
(4) and (5). PLEASE return promptly in the enclosed postage paid envelope.
SEE REVERSE SIDE
5
[ ] To vote for all items AS RECOMMENDED BY THE BOARD OF DIRECTORS, mark
this box, sign, date and return this proxy. (NO ADDITIONAL VOTE IS
NECESSARY - JUST SIGN, DATE AND RETURN)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR PROPOSALS 1,2,3,4 AND 5.
(1) Election of eleven directors to three classes of the Board of
Directors:
FOR WITHHOLD
all nomiees list- AUTHORITY
ed below except to vote for
as otherwise all nominees
indicated listed below
[ ] [ ]
INSTRUCTION: If you wish to withhold authority selectively to vote for any
individual nominee, strike a line through the nominee's name below.
The Nominees are:
James J. Bailey, III, General Robert H. Barrow (Retired), J. Terrell Brown,
Richard A. Campbell, Harris J. Chustz Jr., John D. Dienes, Roy G. Kadair, M.D.,
Robert D. Kilpatrick, O. Miles Pollard, Jr., Dale E. Redman, William H. Wright,
Jr.
(2) Approval of an 80% vote to amend the following by-laws of United
Companies Financial Corporation as described in the Proxy Statement
dated May 1, 1995:
FOR AGAINST ABSTAIN
(a) Staggered Board and Number of Directors [ ] [ ] [ ]
(b) Removal of Directors and Filling Vacancies [ ] [ ] [ ]
(c) Shareholder Nominations and Proposals [ ] [ ] [ ]
(d) Right to Call Special Shareholders Meeting [ ] [ ] [ ]
(3) Approval of the following amendments to the Articles of Incorporation
of United Companies Financial Corporation:
FOR AGAINST ABSTAIN
(a) Eliminate Shareholder Action by [ ] [ ] [ ]
Written Consent
(b) Limit Shareholder Right to Call [ ] [ ] [ ]
Special Meetings
(c) Eliminate Director's Right to Give Proxy [ ] [ ] [ ]
(4) Approval of an Amendment to the Company's [ ] [ ] [ ]
1993 Stock Incentive Plan to Permit
Restricted Stock Awards.
(5) Approval of an Amendment to the Company's [ ] [ ] [ ]
Management Incentive Plan to Permit Bonuses
Payable in Common Stock:
SIGNATURE ______________________________________________________________________
SIGNATURE ______________________________________________________________________
TITLE __________________________________________________________________________
DATED ____________________________________________________________________, 1995
NOTE: Please sign this proxy as name(s) appear above and return it promptly in
the envelope provided, whether or not you plan to attend the meeting.