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EXHIBIT 3
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
UNITED COMPANIES FINANCIAL CORPORATION
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 (i) eliminating the right of a director, absent from any meeting of the Board
of Directors or any committee thereof, to be represented thereat by another
director or by a shareholder; (ii) requiring the affirmative vote of the holders
of no less than 80% of the total voting power of all shares of the Corporation
to amend, alter, change, waive or repeal, directly or indirectly, or to adopt
any provision inconsistent with, certain provisions of the Corporation's
by-laws, as amended by the Board of Directors on and effective as of January 31,
1995; (iii) eliminating the right of shareholders to act by written consent, and
requiring a written request signed by the holders of no less than 66 2/3% of the
total voting power of all shares of the Corporation entitled to vote generally
in the election of directors, voting together as a single class, to call a
special meeting of shareholders; and (iv) requiring the affirmative vote of the
holders of no less than 80% of the total voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, to amend, alter, change, waive or repeal, directly
or indirectly, or to adopt any provision inconsistent with, any provisions of
the Articles of Incorporation that are amended pursuant to these Articles of
Amendment, as more fully set forth in Article 2 of these Articles of Amendment.
ARTICLE 1
The name of the Corporation is UNITED COMPANIES FINANCIAL CORPORATION.
ARTICLE 2
The following amendments to the Articles of Incorporation were adopted
by the shareholders of the Corporation on June 14, 1995.
(a) The Articles of Incorporation are hereby amended by deleting in its
entirety the existing Section 3 of Article V.
(b) The Articles of Incorporation are hereby further amended by
redesignating Section 4 of Article V as Section 3 of Article V and by amending
such Section to read in its entirety as follows:
"ARTICLE V
* * *
Section 3. The by-laws of the Corporation may be made, altered,
amended, changed, waived or repealed, and new by-laws may be adopted,
by the Board of Directors at any regular or special meeting by the
affirmative vote of a majority of those directors present at any
meeting of the directors; subject, however, to the right of the
shareholders to alter, amend, change, waive or repeal any by-laws made
or amended by the directors. The by-laws may contain any provision
relating to the business of the Corporation, the conduct of its
affairs, its rights or powers, or the rights or powers of its
shareholders, directors or officers, not inconsistent with law or these
Articles of Incorporation, as heretofore or hereafter amended.
Notwithstanding the foregoing, Sections 2.2, 2.3, 2.8, 4.1, 4.13 and
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4.16 and Subsection 4.9.2 of the Corporation's by-laws, as amended by
the Board of Directors on and effective as of January 31, 1995, may not
be amended, altered, changed, waived or repealed, directly or
indirectly, nor may any provision inconsistent with such Sections be
adopted, except by the affirmative vote of the holders of no less than
80% of the total voting power of all shares of the Corporation entitled
to vote generally in the election of directors, voting together as a
single class. Further, any other provisions of these Articles of
Incorporation or the by-laws notwithstanding (and in addition to any
other vote that may be required by law, these Articles of Incorporation
or the by-laws), there shall be required to amend, alter, change, waive
or repeal, directly or indirectly, or to adopt any provision
inconsistent with, this Section 3 of Article V the affirmative vote of
the holders of no less than 80% of the total voting power of all shares
of the Corporation entitled to vote generally in the election of
directors, voting together as a single class."
(c) The Articles of Incorporation are hereby further amended by
amending Article XII to read in its entirety as follows:
"ARTICLE XII
No action shall be taken by the shareholders of the Corporation
except at an annual or special meeting of shareholders of the
Corporation. A special meeting of the shareholders of the Corporation
may be called by the shareholders, but only by a written request
therefor, stating the purpose or purposes thereof, delivered to the
secretary of the Corporation and signed by the holders of no less than
66 2/3% of the total voting power of all shares of the Corporation
entitled to vote generally in the election of directors, voting
together as a single class. Notwithstanding any other provision of
these Articles of Incorporation or the by-laws (and in addition to any
other vote that may be required by law, these Articles of Incorporation
or the by-laws), there shall be required to amend, alter, change, waive
or repeal, directly or indirectly, or to adopt any provision
inconsistent with, this Article XII the affirmative vote of the holders
of no less than 80% of the total voting power of all shares of the
Corporation entitled to vote generally in the election of directors,
voting together as a single class."
ARTICLE 3
The number of shares of the Corporation outstanding at the time of the
adoption of such amendments was 13,885,505 and the number of shares entitled to
vote thereon was the same.
ARTICLE 4
The number of shares present or represented at the meeting with regard
to the amendment set forth in Article 2(a) above was 8,386,306 and a majority of
such shares voted in favor thereof. The number of shares voted for, voted
against and which abstained from such amendment was as follows:
For: 6,692,651 Against: 1,528,492 Abstain: 165,162
ARTICLE 5
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The amendment reflected in Article 2(b) above was submitted to the
shareholders of the Corporation for approval in four subparts, each of which was
separately voted on at the meeting. The number of shares present or represented
at the meeting with respect to each such subpart, was 8,386,305, 8,386,306,
8,386,306 and 8,386,526, respectively, and a majority of such shares for each
such subpart voted in favor thereof. The number of shares voted for, voted
against and which abstained from each such subpart of the amendment set forth in
Article 2(b) above was as follows:
Subpart (i):
For: 6,133,487 Against: 2,135,665 Abstain: 117,153
Subpart (ii):
For: 6,472,883 Against: 1,720,953 Abstain: 192,470
Subpart (iii):
For: 6,604,919 Against: 1,573,532 Abstain: 207,855
Subpart (iv):
For: 6,631,675 Against: 1,575,611 Abstain: 179,240
ARTICLE 6
The amendment reflected in Article 2(c) above was submitted to the
shareholders of the Corporation for approval in two subparts, each of which was
separately voted on at the meeting. The number of shares present or represented
at the meeting with respect to each such subpart, was 8,386,306 and 8,386,307,
respectively, and a majority of such shares for each such subpart voted in favor
thereof. The number of shares voted for, voted against and which abstained from
each subpart of the amendment set forth in Article 2(c) above was as follows:
Subpart (i):
For: 6,160,607 Against: 1,953,505 Abstain: 272,194
Subpart (ii):
For: 5,995,695 Against: 2,251,905 Abstain: 138,707
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Executed this 19th day of June, 1995, by the undersigned officers of
the Corporation in the presence of the undersigned competent witnesses.
WITNESSES: UNITED COMPANIES FINANCIAL CORPORATION
/s/ JESSE O. GRIFFIN By: /s/ JOHN D. DIENES
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Jesse O. Griffin John D. Dienes, President
/s/ GORDON S. LEBLANC, JR. By: /s/ SHERRY E. ANDERSON
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Gordon S. LeBlanc, Jr. Sherry E. Anderson, Secretary
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STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
I, J. Michael Robinson, a Notary Public duly qualified and commissioned
in and for the Parish and State aforesaid, do hereby certify that on this 19th
day of June, 1995, personally appeared before me, John D. Dienes, and Sherry E.
Anderson, who, being first duly sworn by me declared that the are the President
and Secretary, respectively, of United Companies Financial Corporation, that
they signed this document as President and Secretary of that Corporation and
that the statements contained therein are true.
/s/ J. MICHAEL ROBINSON
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Notary Public
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