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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13 G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
UNITRIN, INC.
(NAME OF ISSUER)
Common Stock, $0.10 par value
(TITLE OF CLASS OF SECURITIES)
91327510-3
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9.
SEC 1745 (10-88)
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 91327510-3 13G PAGE 2 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM & CO.
74-1312679
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
2,257,852
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
2,649,135
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,649,135
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
5.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 91327510-3 13G PAGE 3 OF 9 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FAYEZ SAROFIM
###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 1,062,335
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
2,266,612
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,062,335
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
2,657,895
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,720,230
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
7.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
Amendment No. 5 Schedule 13(G)
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Unitrin, Inc.
Item 1(b) Address of Issuer's Principal Executive Office:
One East Wacker Drive
Chicago, Illinois 60601
Item 2(a) Name of Person Filing:
Fayez Sarofim & Co. and Fayez S. Sarofim
Item 2(b) Address of Principal Business Office, or if none, Residence:
2907 Two Houston Center
Houston, Texas 77010
Item 2(c) Citizenship:
U. S. A. (Fayez Sarofim & Co. is a corporation incorporated in
Texas)
Item 2(d) Title of Class of Securities:
Common Stock, $0.10 par value
Item 2(e) CUSIP Number:
91327510-3
Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b),:
Fayez Sarofim & Co. is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940. Fayez S. Sarofim is
Chairman of the Board and President, a director and owner of a
majority of the outstanding capital stock of Fayez Sarofim & Co. and
may be considered a parent holding company of Fayez Sarofim & Co.
within the meaning of Rule 13d-1(b)(1)(ii)(G).
4
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Item 4 Ownership as of December 31, 1994:
(a) Amount Beneficially Owned:
(i) 1,944,815 shares are held in investment advisory accounts managed
by Fayez Sarofim & Co. for numerous clients. Pursuant to its
investment advisory contract with its clients, Fayez Sarofim &
Co. has full investment discretion with respect to such
investment advisory accounts. However, Fayez Sarofim & Co. is
not the record owner of any of such shares as such shares are
held of record by the respective clients or by trustees or
custodians for such clients. The clients are entitled to the
economic benefits (dividend payments and sales proceeds) of
ownership of such shares. Each client also has the right to
terminate its investment advisory relationship with Fayez Sarofim
& Co. at any time. Because Fayez Sarofim & Co. has power to
dispose, or to direct the disposition of, such shares, it may be
deemed to be the beneficial owner of these shares for the
purposes of the Rule 13d-3 under the Securities Exchange Act of
1934. Because Fayez S. Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co., he may also be deemed to be
an indirect beneficial owner of these shares for the purposes of
Rule 13d-3.
(ii) 362,510 shares are owned directly by Fayez Sarofim & Co. for its
own account. Because Fayez S. Sarofim is a controlling person of
Fayez Sarofim & Co., he may be deemed to be an indirect
beneficial owner of these shares for the purposes of Rule 13d-3.
(iii) 341,810 shares are held in investment advisory accounts managed
by Sarofim Trust Co., a wholly owned subsidiary of Fayez Sarofim
& Co., which is also an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940. Pursuant to
its investment advisory contracts with its clients, Sarofim Trust
Co. has full investment discretion with respect to such
investment advisory accounts. However, Sarofim Trust Co. is not
the record owner of any of such shares as such shares are held of
record by the respective clients or by trustees or custodians for
such clients. The clients are entitled to the economic benefits
of ownership of such shares. Each client also has the right to
terminate its investment advisory relationship with Sarofim Trust
Co. at any time. Because Sarofim Trust Co. has power to dispose,
or to direct the disposition of, such shares, it may be deemed to
be the beneficial owner of these shares for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934 and Fayez Sarofim
& Co. and Mr. Sarofim as controlling persons of Sarofim Trust
Co., may be deemed to be indirect beneficial owners of these
shares for such purposes.
(iv) 1,062,335 shares are owned of record and beneficially by Fayez S.
Sarofim. Fayez Sarofim & Co. has no beneficial ownership of
these shares.
5
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(v) 8,760 shares are held in trusts with respect to which
Mr. Sarofim is a trustee. Fayez Sarofim & Co. has no beneficial
ownership of these shares. Also, Mr. Sarofim has no beneficial
interest in any of these trusts. Mr. Sarofim shares with the
other trustees of such trusts the power to vote and to dispose of
these shares.
(vi) 1,000 shares are owned of record and beneficially by Mr.
Sarofim's wife and children. Fayez Sarofim & Co. has no
beneficial ownership of these shares. Although Mr. Sarofim may
be deemed a beneficial owner of these shares for purposes of
Section 16(a) of the Securities Exchange Act of 1934, he
disclaims any power to vote or direct disposition of these
shares.
(b) Percent of Class:
(i) 4.1% -- as to shares held in accounts managed by Fayez Sarofim &
Co. with power to dispose, or to direct the disposition of such
shares.
(ii) 0.8% -- as to shares owned directly by Fayez Sarofim & Co. for
its own account.
(iii) 0.7% -- as to shares held in accounts managed by Sarofim Trust
Co. with power to dispose, or to direct the disposition of, such
shares.
(iv) 2.3% -- as to shares owned of record and beneficially by Fayez S.
Sarofim.
(v) 0.0% -- as to shares held in trusts of which Mr. Sarofim is a
trustee.
(vi) 0.0% -- as to shares owned of record and beneficially by Mr.
Sarofim's family.
(c) Number of shares as to which Fayez Sarofim & Co. has:
(i) sole power to vote or direct the vote: 0 shares.
(ii) shared power to vote or to direct the vote: 2,257,852 shares.
The voting arrangements with respect to the securities held in
the various investment advisory accounts managed by Fayez Sarofim
& Co. or Sarofim Trust Co. vary. The contracts relating to
certain of the investment advisory accounts do not grant any
power to Fayez Sarofim & Co. or Sarofim Trust Co. to vote
securities held in such accounts. The contracts relating to
other investment advisory accounts provide that the securities
held in such investment advisory accounts will be voted in
accordance with the directions given by the investment adviser.
All securities held in investment advisory accounts are held of
record by clients or by trustees or custodians for clients of
Fayez Sarofim & Co. or Sarofim Trust Co. Proxies voting the
shares are signed by the client,
6
<PAGE>
the trustee or the custodian. Accordingly, it is difficult to
determine the extent of voting power possessed by Fayez Sarofim &
Co. It is believed, however, that of the 2,649,135 shares which
Fayez Sarofim & Co. and Sarofim Trust Co. may be deemed to own
beneficially for purposes of Rule 13d-3, it may be deemed to
share voting power with respect to not more than 2,257,852 of
such shares. Such voting power may be deemed to be shared with
Mr. Sarofim who may be deemed to share such power by virtue of
his control relationship with Fayez Sarofim & Co. and Sarofim
Trust Co. Such voting power may also be deemed to be shared with
trustees, other fiduciaries, clients or others in many cases.
(iii) sole power to dispose or direct the disposition of: 0 shares.
(iv) shared power to dispose or direct the disposition of: 2,649,135
shares. Such power may be deemed to be shared with Mr. Sarofim,
and also with Sarofim Trust Co. with respect to securities held
in accounts managed by Sarofim Trust Co.
(d) Number of shares as to which Fayez S. Sarofim has:
(i) sole power to vote or direct the vote: 1,062,335 shares.
(ii) shared power to vote or direct the vote: 2,266,612 shares. As
discussed above, the voting arrangements with respect to the
shares held in the various investment advisory accounts managed
by Fayez Sarofim & Co. or Sarofim Trust Co. vary. Fayez S.
Sarofim may be deemed to share the voting power possessed by
Fayez Sarofim & Co. or Sarofim Trust Co. with respect to the
securities held in such accounts by virtue of his control
relationship to such investment advisers. Accordingly, it is
believed that of the 2,657,895 shares which Mr. Sarofim may be
deemed to own beneficially for purposes of Rule 13d-3 (excluding
the 1,062,335 shares which he holds for his own account and has
the sole power to vote but including the 8,760 shares held by
trusts of which he is a trustee), he may be deemed to share
voting power with respect to not more than 2,266,612 of such
shares. Such voting power may be deemed to be shared with Fayez
Sarofim & Co. with respect to securities held in investment
advisory accounts managed by Fayez Sarofim & Co. and may be
deemed to be shared with Fayez Sarofim & Co. and Sarofim Trust
Co. with respect to securities held in investment advisory
accounts managed by Sarofim Trust Co. In many cases where
securities are held in accounts managed by Fayez Sarofim & Co. or
Sarofim Trust Co., voting power may also be deemed to be shared
with trustees, other fiduciaries, clients of Fayez Sarofim & Co.
or Sarofim Trust Co., or others.
(iii) sole power to dispose or direct the disposition of: 1,062,335
shares.
(iv) shared power to dispose or direct the disposition of: 2,657,895
shares. Such power may be deemed to be shared with
7
<PAGE>
Fayez Sarofim & Co. with respect to securities held in accounts
managed by Fayez Sarofim & Co., and with Fayez Sarofim & Co. and
Sarofim Trust Co. with respect to the securities held in accounts
managed by Sarofim Trust Co. and with other trustees of trusts of
which Mr. Sarofim is a trustee with respect to the securities
held in such trusts.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
With respect to securities held in accounts managed by Fayez Sarofim &
Co. or held in accounts managed by Sarofim Trust Co., clients have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities. No one client has
such right with respect to more than five percent of the Class.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
As indicated in Item 3, Fayez S. Sarofim is Chairman of the Board and
President, a director and owner of a majority of the outstanding
capital stock of Fayez Sarofim & Co. and may be considered a parent
holding company of Fayez Sarofim & Co. Fayez Sarofim & Co. is an
Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
8
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 1995
FAYEZ SAROFIM & CO.
By /s/ Fayez Sarofim
_____________________________________
Signature Fayez Sarofim
Chairman of the Board and
President
Date: February 14, 1995
/s/ Fayez Sarofim
_______________________________________
Signature Fayez Sarofim
9
<PAGE>
AGREEMENT
The undersigned hereby agree in writing pursuant to the provisions of
Rule 13d-1(f) (1) (iii) under the Securities Exchange Act of 1934 that the
Schedule 13(G) to which this Agreement is attached is filed on behalf of each of
the undersigned.
FAYEZ SAROFIM & CO.
By /s/ Fayez Sarofim
_________________________________
Fayez Sarofim
Chairman of the Board and
President
By /s/ Fayez Sarofim
__________________________________
Fayez Sarofim
Dated: February 14, 1995
