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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
SERIES A JUNIOR PARTICIPATING PREFERRED NEW YORK STOCK EXCHANGE
STOCK PURCHASE RIGHTS
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(TITLE OF CLASS)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 27, 1994, the Board of Directors of United Companies
Financial Corporation (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock,
par value $2.00 per share (the "Common Shares"), of the Company. The dividend
is payable on August 6, 1994 (the "Record Date") to the stockholders of record
on that date. Each Right entitles the registered holder to purchase from the
Company one one- hundredth of a share of Series A Junior Participating
Preferred Stock, par value $2.00 per share (the "Preferred Shares"), of the
Company at a price of $240.00 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of July 27, 1994 (the
"Rights Agreement") between the Company and Chemical Bank, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, regardless of whether any such
certificate has a copy of the Summary of Rights attached thereto and no
separate Rights Certificates will be distributed. The Rights will separate
from the Common Shares and a Distribution Date will occur upon the earlier of
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have acquired
beneficial ownership of 20% or more of the outstanding Common Shares, (ii) 10
business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 25% or more of such outstanding
Common Shares, or (iii) 10 days after the Board of Directors shall declare any
person to be an "Adverse Person," upon a determination that such person, alone
or together with its affiliates or associates have become the beneficial owner
of 10% or more of the outstanding Common Shares and a determination by at least
a majority of the Board of Directors who are not officers of the Company, after
reasonable inquiry and investigation, including consultation with such persons
as such directors shall deem appropriate, that (a) such beneficial ownership by
such person is intended to cause, is reasonably likely to cause or will cause
the Company to repurchase the Common Shares beneficially owned by such person
or to cause pressure on the Company to take action or enter into a transaction
or series of transactions intended to provide such person with short-term
financial gain under circumstances where the Board of Directors determines that
the best long-term interests of the Company and its stockholders would not be
served by taking such action or entering into such transactions or series of
transactions at that time or (b) such beneficial ownership is causing or is
reasonably likely to cause a material adverse impact (including, but not
limited to, impairment of relationships with customers or impairment of the
Company's ability to maintain its competitive position) on the business or
prospects of the Company. However, the Board of Directors may not declare a
person to be an Adverse Person if, prior to the time that the person acquired
10% or more of the Common Shares then outstanding, such person provided to the
Board of Directors in writing a statement of the person's purpose and
intentions in connection with the proposed acquisition of Common Shares,
together with any other information reasonably requested of the person by the
Board of Directors, and the Board of Directors, based on such statement and
reasonable inquiry and investigation as it deems appropriate, determines to
notify and notifies such person in writing that it will not declare the person
to be an Adverse Person;
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provided, however, that the Board of Directors may expressly condition in any
manner a determination not to declare a person an Adverse Person on such
conditions as the Board of Directors may select, including without limitation,
such person's not acquiring more than a specified amount of stock and/or on
such person's not taking actions inconsistent with the purposes and intentions
disclosed by such person in the statement provided to the Board of Directors.
In the event that the Board of Directors should at any time determine, upon
reasonable inquiry and investigation, that such person has not met or complied
with any conditions specified by the Board of Directors, the Board of Directors
may at any time thereafter declare the person to be an Adverse Person.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation or
a copy of the Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by
such certificate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 31, 2004 (the "Final Expiration Date"), unless the
Rights are earlier redeemed or exchanged by the Company, in each case, as
described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares
or a stock dividend on the Common Shares payable in Common Shares or a
subdivision, consolidation or combination of the Common Shares occurring, in
any such case, prior to the Distribution Date.
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Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100.00 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common
Share. Each Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold (a "flip-over event"), proper provision will be made so
that each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number
of shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
Right. In the event that (i) any person or group of affiliated or associated
persons becomes the beneficial owner of 20% or more of the outstanding Common
Shares (unless such person first acquires 20% or more of the outstanding Common
Shares by a purchase pursuant to a tender offer for all of the Common Shares
which the independent directors determine to be fair to and otherwise in the
best interest of the Company and its shareholders, employees, customers and
communities in which the Company does business), (ii) any person is declared by
the Board of Directors to be an Adverse Person, (iii) an Acquiring Person
engages in one or more "self- dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring Person, there
shall be a reclassification of securities or a recapitalization or
reorganization of the Company or other transaction or series of transactions
involving the Company which has the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity securities
of the Company or any of its subsidiaries beneficially owned by the Acquiring
Person (each, a "flip-in event"), proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares (or, in the event that there are
insufficient authorized Common Shares, substitute consideration such as cash,
property, or other securities of the Company) having a market value of two
times the exercise price of the Right.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 20% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 20% or
more of the outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by
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such person or group which have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one- hundredth of a Preferred Share
(or of a share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"). After the redemption period has expired, the Company's
rights of redemption may be reinstated if, prior to any event triggering the
right to exchange the Rights for Common Shares or shares of an acquiring
company, an Acquiring Person reduces its beneficial ownership to 10% or less of
the outstanding Common Shares in a transaction or series of transactions not
involving the Company. The redemption of the rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) any percentage greater than the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder of a Right will not, by
reason of being such a holder, have rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
The Rights Agreement, specifying the terms of the Rights, the Form
of Rights Certificate (Exhibit A to the Rights Agreement), and the Summary of
Rights to Purchase Preferred Shares (Exhibit B to the Rights Agreement) is
filed herein as Exhibit 1, and is incorporated herein in its entirety by
reference. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.
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The Company had previously entered into a Rights Agreement with
Manufacturer's Hanover Trust Company (now Chemical Bank), dated February 1,
1989, pursuant to which a dividend of one preferred share purchase right (the
"1989 Rights") for each Common Share was authorized and declared. A Form 8-A
registering the 1989 Rights was filed with the Commission in February, 1989. By
authorization of the Board of Directors, all of the 1989 Rights under such 1989
Rights Agreement have been redeemed.
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Item 2. EXHIBITS.
1. Rights Agreement dated as of July 27, 1994, between United
Companies Financial Corporation and Chemical Bank, as Rights
Agent (incorporated herein by reference to Exhibit 1 to the
Company's Form 8-A filed on August 5, 1994).
2. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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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
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Sherry E. Anderson
Senior Vice President and Secretary
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EXHIBIT INDEX
Exhibit Description Page No.
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1. Rights Agreement dated as of July 27, 1994, between United Companies Financial
Corporation and Chemical Bank, as Rights Agent (incorporated herein by reference
to Exhibit 1 to the Company's Form 8-A filed on August 5, 1994).
2. All exhibits required by Instruction II to Item 2 will be supplied to the New York
Stock Exchange.