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As filed with the Securities and Exchange Commission on August 11, 1997.
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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
(Address of Principal Executive Offices) (Zip Code)
UNITED COMPANIES FINANCIAL CORPORATION
1996 LONG-TERM INCENTIVE COMPENSATION PLAN
AND
UNITED COMPANIES FINANCIAL CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK 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) 987-0000
(Telephone number, including area code, of agent for service)
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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
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
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Common Stock, $2.00 par 1,900,000 $28.01 $53,219,000 $16,126.97
value per share (3)
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(1) There are also being registered hereunder such additional indeterminate
number of shares as may be issuable under the registrant's 1996 Long-Term
Incentive Compensation Plan and 1996 Non-Employee Director Stock 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
as follows: (a) with respect to the 366,500 shares for which options have been
granted as of the date hereof, computed on the basis of $26.76 per share, the
average exercise price of such shares and (b) with respect to the remaining
1,533,500 shares computed on the basis of $28.31 per share, the closing price of
the Common Stock reported on the New York Stock Exchange, Inc. on August 8,
1997.
(3) Includes Preferred Stock Purchase Rights ("Rights"). The Rights are
associated with and trade with the Common Stock. The value, if any,
attributable to the Rights is reflected in the market price of the Common
Stock.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Act") will be sent or given to
participants in (i) United Companies Financial Corporation 1996 Long-Term
Incentive Compensation Plan and (ii) United Companies Financial Corporation
1996 Non-Employee Director Stock Plan as required by Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(Commission File No. 1-7067) are hereby incorporated by reference: (a) the
Company's Annual Report on Form 10-K for the year ended December 31, 1996; (b)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; (c) the Company's Proxy Statement dated April 14, 1997 in connection with
the Company's Annual Meeting of Shareholders held on May 14, 1997; (d) the
Company's Current Report on Form 8-K filed on June 2, 1997; (e) the Company's
Current Report on Form 8-K filed on June 11, 1997; (f) the Company's Current
Report on Form 8-K filed on June 24, 1997; (f) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A; and (g)
the description of the Company's Preferred Share Purchase Rights contained in
the Company's Registration Statement on Form 8-A.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
(a) Legal Opinions
The legality of the shares of Common Stock to be offered pursuant to
this registration statement will be passed upon for the Company by the law firm
of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation), Baton
Rouge, Louisiana. As of July 31, 1997, individual stockholders of the firm of
Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) owned,
directly or indirectly, approximately 50,000 shares of the Company's Common
Stock.
(b) Experts
The consolidated financial statements and the related financial
statement schedules incorporated in this Registration Statement by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
1996, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the
period ended March 31, 1997, which is incorporated herein by reference,
Deloitte & Touche LLP have applied limited procedures in accordance with
professional standards for a review of such information. However, as stated in
their reports included in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 and incorporated by reference herein, they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Act for their reports on the unaudited interim financial information
because those reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of the Act.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law (the "LBCL")
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another business, foreign or nonprofit corporation, partnership, joint venture,
or other enterprise. The indemnity may include expenses, including attorney
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 83 further provides that a Louisiana corporation may
indemnify officers and directors in an action by or in the right of the
corporation under the same conditions except that no indemnification is
permitted without judicial approval if the director or officer shall have been
adjudged to be liable for willful or intentional misconduct in the performance
of his duty to the corporation. Where an officer or director is successful on
the merits or otherwise in any defense of any action referred to above or any
claim therein, the corporation must indemnify him against such expenses that
such officer or director actually incurred. Section 83 permits a corporation to
pay expenses incurred by the officer or director in defending an action, suit
or proceeding in advance of the final disposition thereof if approved by the
board of directors.
Pursuant to Section 83 of the LBCL, the Company has adopted provisions
in its Articles of Incorporation which require the Company to indemnify its
directors and officers to the fullest extent permitted by the LBCL.
The Articles of Incorporation, as amended, provide that no director or
officer of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director or
officer except for liability (i) for breach of the directors' or officers' duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 92(D) of the LBCL, or (iv) for any transaction from
which the director or officer derived an improper personal benefit. Section
92(D) of the LBCL specifies certain corporate transactions, such as certain
dividend declarations and dispositions of assets, as unlawful. The effect of
this provision of the Articles of Incorporation is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director or
officer for breach of fiduciary duty as a director or officer. This provision
does not limit or eliminate the rights of the Company or any stockholders to
seek non-monetary relief, such as an injunction or rescission in the event of a
breach of a director's or officer's fiduciary duty.
The Company has entered into indemnification agreements with its
directors and certain of its officers which provide that the Company will, if
certain conditions are met and the director or officer acted in accordance with
the applicable standard and subject to certain procedures and exceptions,
indemnify such persons for claims, judgments and related expenses resulting
from their service on behalf of the Company and its affiliated entities in any
pending, threatened or completed action, suit or proceeding, whether civil,
administrative or criminal, except where (i) the Company is prohibited by law
from providing such indemnification; (ii) payment of the indemnification
amounts has been made under an insurance policy; and (iii) the director or
officer gained a personal profit to which he or she was not legally entitled
including profits arising from the violation of certain securities laws. A form
of the
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indemnification agreements referenced above has been filed by the Company as an
exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
ITEM 8. EXHIBITS
Exhibit No. Description of Document
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4.1(1) - Restatement of the Articles of Incorporation
4.2(2) - By-Laws, as amended
4.3(3) - Series A Junior Participating Preferred Stock Purchase Rights
4.4(4) - 1996 Long-Term Incentive Compensation Plan
4.5(4) - 1996 Non-Employee Director Stock Plan
4.6(5) - Specimen Common Stock Certificate
5.1(4) - Opinion of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation)
15.1(4) - Letter of Deloitte & Touche LLP regarding unaudited interim financial information
23.1(4) - Consent of Deloitte & Touche LLP
23.2(4) - Consent of Kantrow, Spaht, Weaver & Blitzer (A Professional Law Corporation) (included
in Exhibit 5.1)
24.1(4) - Power of Attorney (contained in page II-6 of this Registration Statement)
(1) Incorporated herein by reference to the designated Exhibit of the
Company's Current Report on Form 8-K filed on November 27, 1996.
(2) Incorporated herein by reference to the designated Exhibit of the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
(3) Incorporated herein by reference to the Company's Form 8-A filed with
the Commission on August 5, 1994.
(4) Filed herewith.
(5) Incorporated herein by reference to the designated Exhibit of the
Company's Registration Statement on Form S-3 (Registration No.
333-21985) filed on February 19, 1997.
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)(3) of the Act;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of
securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant
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to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more
than a 20% change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
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, Form S-8 or Form F-3 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 Exchange Act
that are incorporated by reference in the
registration statement.
(2) That for the purpose of determining any liability
under the Act, 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 Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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
Act 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 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 Act, 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 August 5, 1997.
UNITED COMPANIES FINANCIAL CORPORATION
By: /s/ Sherry E. Anderson
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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
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 Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ J. Terrell Brown Chairman, Chief Executive August 5, 1997
---------------------------------------- Officer and Director
J. Terrell Brown (Principal Executive Officer)
/s/ Dale E. Redman Executive Vice President, August 5, 1997
---------------------------------------- Chief Financial Officer,
Dale E. Redman Assistant Secretary and Director
(Principal Financial Officer)
/s/ John D. Dienes President, Chief Operating August 5, 1997
---------------------------------------- Officer and Director
John D. Dienes
/s/ Jesse O. Griffin Senior Vice President and August 5, 1997
---------------------------------------- Controller (Principal Accounting
Jesse O. Griffin Officer)
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/s/ James J. Bailey, III Director August 5, 1997
----------------------------------------
James J. Bailey, III
/s/ John W. Barton, Sr. Director August 5, 1997
----------------------------------------
John W. Barton, Sr.
Director ________, 1997
----------------------------------------
Robert H. Barrow
/s/ Jon R. Burke Director August 5, 1997
----------------------------------------
Jon R. Burke
/s/ Richard A. Campbell Director August 5, 1997
----------------------------------------
Richard A. Campbell
/s/ Harris J. Chustz, Jr. Director August 5, 1997
----------------------------------------
Harris J. Chustz, Jr.
/s/ Roy G. Kadair, M.D. Director August 5, 1997
----------------------------------------
Roy G. Kadair, M.D.
/s/ O. Miles Pollard Director August 5, 1997
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O. Miles Pollard
/s/ William H. Wright, Jr. Director August 5, 1997
----------------------------------------
William H. Wright, Jr.
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EXHIBIT INDEX
Exhibit No. Description of Document
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4.1(1) Restatement of the Articles of Incorporation
4.2(2) By-Laws, as amended
4.3(3) Series A Junior Participating Preferred Stock Purchase Rights
4.4(4) 1996 Long-Term Incentive Compensation Plan
4.5(4) 1996 Non-Employee Director Stock Plan
4.6(5) Specimen Common Stock Certificate
5.1(4) Opinion of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation)
15.1(4) Letter of Deloitte & Touche regarding unaudited interim
financial information
23.1(4) Consent of Deloitte & Touche LLP
23.2(4) Consent of Kantrow, Spaht, Weaver & Blitzer
(A Professional Law Corporation) (included in
Exhibit 5.1)
24.1(4) Power of Attorney (contained in page II-6 of this
Registration Statement)
(1) Incorporated herein by reference to the designated Exhibit of the
Company's Form 8-K filed on November 27, 1996.
(2) Incorporated herein by reference to the designated Exhibit of the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
(3) Incorporated herein by reference to the Company's Form 8-A filed with
the Commission on August 5, 1994.
(4) Filed herewith.
(5) Incorporated herein by reference to the designated Exhibit of the
Company's Registration Statement on Form S-3 (Registration No.
333-21985) filed on February 19, 1997.