1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------ FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED COMPANIES FINANCIAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) LOUISIANA 71-0430414 (STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.) 4041 ESSEN LANE BATON ROUGE, LOUISIANA 70809 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED COMMON STOCK, $2 PAR VALUE NEW YORK STOCK EXCHANGE SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE (TITLE OF CLASS) ================================================================================ 2 Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the Common Stock, $2.00 par value per share (the "Common Stock") of United Companies Financial Corporation (the "Company") to be registered hereunder is set forth under the caption "DESCRIPTION OF CAPITAL STOCK - COMMON STOCK" and "DESCRIPTION OF CAPITAL STOCK - SPECIAL CHARTER, BY-LAW AND LOUISIANA LAW PROVISIONS - ANTI- TAKEOVER PROVISIONS IN THE COMPANY'S ARTICLES OF INCORPORATION AND BY-LAWS" in the Prospectus Supplement and Prospectus dated July 20, 1995 and July 17, 1995, respectively, filed by the Company with the Securities and Exchange Commission on July 21, 1995, pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, which description is incorporated herein by reference thereto. Item 2. EXHIBITS 1. All exhibits required by Instruction II of Item 2 will be supplied to the New York Stock Exchange. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. August 30, 1996 UNITED COMPANIES FINANCIAL CORPORATION By: /s/ Sherry E. Anderson -------------------------------------- Sherry E. Anderson Senior Vice President and Secretary 2 4 EXHIBIT INDEX Exhibit Description Page No. ------- ----------- -------- 1. All exhibits required by Instruction II of Item 2 will be supplied to the New York Stock Exchange.