<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1997
Registration No. 333-36201
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
UNITRIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4255452
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
One East Wacker Drive
Chicago, Illinois 60601
(312) 661-4600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________________________
Scott Renwick, Esq.
Unitrin, Inc.
One East Wacker Drive
Chicago, Illinois 60601
(312) 661-4600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
John S. Chapman, Esq.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
- ------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
342,000 SHARES
UNITRIN, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
-----------------
This Prospectus relates to up to 342,000 shares of common stock, par
value $.10 per share (the "Common Stock"), of Unitrin, Inc. (the "Company") to
be sold from time to time by the selling shareholder named under "Selling
Shareholder," who acquired such shares of the Common Stock as a result of the
acquisition as of January 1, 1997 of Union Automobile Indemnity Company by the
Company. Sales of the Common Stock may be made by the Selling Shareholder, or by
pledgees, donees, transferees or other successors in interest thereof, only in
ordinary brokerage transactions, including sales on the National Market Tier of
the Nasdaq Stock Market, at prices and at terms then prevailing or at prices
related to the then current market price. The Company will not receive any of
the proceeds from such sales.
The Common Stock is quoted on the National Market Tier of the Nasdaq
Stock Market under the symbol "UNIT." The last sale price of the Common Stock
on November 4, 1997 as reported on the National Market Tier of the Nasdaq Stock
Market was $66.00 per share.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------
The date of this Prospectus is November __, 1997
<PAGE>
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities offered hereby in any jurisdiction to any person to
whom it is not lawful to make any such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof or that the
information herein is correct as of any time subsequent to its date.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
AVAILABLE INFORMATION..........................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................3
THE COMPANY....................................................................3
SECURITIES COVERED BY THIS PROSPECTUS..........................................4
SELLING SHAREHOLDER............................................................4
ADDITIONAL INFORMATION.........................................................5
LEGAL OPINION..................................................................5
EXPERTS........................................................................5
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The SEC maintains a website at http://www.sec.gov that
also contains certain reports, proxy statements and other information regarding
companies (such as the Company) that file information electronically with the
SEC. The Common Stock is quoted on the National Market Tier of the Nasdaq Stock
Market under the symbol "UNIT," and such reports, proxy statements and other
information concerning the Company should be available for inspection and
copying at the offices of Nasdaq Operations, 1735 K Street, N.W., Washington,
D.C.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Copies of such documents, other than
certain exhibits to such documents, are available, without charge upon written
or oral request, from Scott Renwick, Esq., Secretary, Unitrin, Inc., One East
Wacker Drive, Chicago, Illinois 60601, Telephone (312) 661-4600.
The following documents filed with the SEC by the Company are hereby
incorporated by reference in this Prospectus and made a part hereof:
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1996, as amended by Form 10-K/A No. 1 filed September 22, 1997 and
Form 10-K/A No. 2 filed October 29, 1997;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, as amended on Form 10-Q/A filed September 22, 1997;
(3) Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
as amended on Form 10-Q/A filed September 22, 1997; and
(4) the descriptions of the Common Stock set forth in the Registration
Statement on Form 10 dated February 15, 1990 and the Registration
Statement on Form 8-A dated August 3, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock shall be deemed incorporated by
reference in this Prospectus and a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is, or is deemed to be,
incorporated herein by reference, modifies or supersedes such statement. Any
such statement so modified or superseded will not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE COMPANY
The Company is a diversified financial services holding company
incorporated under the laws of Delaware. Through its subsidiaries, the Company
conducts its operations in three segments: Life and Health Insurance, Property
and Casualty Insurance and Consumer Finance. The Company and its subsidiaries
have approximately 7,400 full-time employees of which approximately 5,000 are
employed in the Life and Health Insurance segment, 1,700 in the Property and
Casualty Insurance segment and 600 in the Consumer Finance segment. The address
of the Company's principal executive offices is Unitrin, Inc., One East Wacker
Drive, Chicago, Illinois 60601.
Additional information about the Company is included in documents
incorporated by reference into this Prospectus. See "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
3
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus relates to up to 342,000 shares of the Common Stock of
the Company to be sold from time to time by the Selling Shareholder. The Company
will not receive any of the proceeds from such sales.
Sales of the Common Stock may be made by the Selling Shareholder, or
by pledgees, donees, transferees or other successors in interest thereof, only
in ordinary brokerage transactions. Such sales may be made on the National
Market Tier of the Nasdaq Stock Market at prices and at terms then prevailing or
at prices related to the then current market price.
The Company is not obligated to continue in effect the Registration
Statement of which this Prospectus is a part beyond the time at which
registration is not necessary to permit the sale or disposition of the Common
Stock pursuant to Rule 144 (or any similar rule then in force) under the
Securities Act of 1933, as amended (the "Securities Act"). The Company presently
intends to file a post-effective amendment in January of 1998 to remove from
such registration all of the Common Stock which remains unsold at the date of
the post-effective amendment.
Pursuant to Rule 416 under the Securities Act, the number of shares of
Common Stock covered by this Prospectus will be adjusted in the event of stock
splits, stock dividends or similar transactions.
SELLING SHAREHOLDER
The following table sets forth the number of shares of the Common
Stock owned by the Selling Shareholder named below as of November 3, 1997, the
number of shares to be offered, and the number of shares of the outstanding
Common Stock to be owned after completion of the offering:
<TABLE>
<CAPTION>
Number of Shares
--------------------------------------------------------
<S> <C> <C> <C> <C>
Name of the Selling Shareholder
and Nature of any Position, Office Percentage of
or Other Material Relationship Owned After Class to be
with the Company Within the Owned Prior to Completion of Owned After
Past Three Years Offering(1) To be Offered Offering(2) Completion(2)
- ---------------------------------- ---------------- ------------- ------------- -------------
Direct Auto Insurance
Company (formerly,
Union Automobile Insurance
Company) (3) 342,000 Up to 342,000 -0- -0-
- ----------------------------------
</TABLE>
(1) Calculated pursuant to Rule 13d-3(d) under the Exchange Act. The
Selling Shareholder has informed the Company that the Selling
Shareholder has sole voting and investment power with respect to all
such shares and that such shares are pledged as collateral for a loan.
(2) This presentation assumes that all shares covered by this Registration
Statement would be sold. There can be no assurances as to when any of
such shares may be sold.
(3) The Selling Shareholder acquired such shares of the Common Stock as a
result of the acquisition as of January 1, 1997 of Union Automobile
Indemnity Company by the Company.
4
<PAGE>
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company with the SEC under the Securities Act with respect to the shares
of Common Stock being offered hereby. This Prospectus does not contain all of
the information included in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the SEC. Any
statement contained herein concerning the provisions of any document filed as an
exhibit to the Registration Statement or otherwise filed with the SEC does not
purport to be complete and, in each such instance, is subject to and qualified
in its entirety by reference to the copy of such document. Reference is made to
such Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the securities offered hereby.
Copies of all or any part of the Registration Statement, including exhibits
thereto, may be obtained, upon payment of the prescribed fees, or inspected at
the offices of the SEC and the Nasdaq Operations as set forth above.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for the
Company by Scott Renwick, Esq., Counsel of the Company. As of the date of this
Prospectus, Mr. Renwick beneficially owned an aggregate of 3,923 shares of
Common Stock.
EXPERTS
The consolidated financial statements and related financial statement
schedules of Unitrin and subsidiaries as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996, incorporated by
reference in this Prospectus from Unitrin's Annual Report on Form 10-K/A, as
amended, for the year ended December 31, 1996, have been audited by KPMG Peat
Marwick LLP ("KPMG"), independent auditors, as stated in their reports which are
incorporated by reference herein. The consolidated financial statements of
Litton Industries, Inc. and subsidiaries ("Litton"), which were included in
Unitrin's Form 10-K/A No. 2 filed October 29, 1997, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference in this Prospectus from Unitrin's Form 10-K/A No. 2
filed October 29, 1997. Such financial statements of Unitrin and Litton are
incorporated herein in reliance upon the respective reports of such firms given
upon their authority as experts in accounting and auditing.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities being registered, other than
underwriting discounts and commissions.
Securities and Exchange Commission filing fee $ 6,775
Legal fees and expenses 5,000
Accounting fees and expenses 4,000
Miscellaneous 1,225
Total $17,000
Except for the Securities and Exchange Commission filing fee, all of the
foregoing expenses have been estimated. The Company will pay all expenses
incurred in connection with the registration and distribution.
Item 15. Indemnification of Directors and Officers
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director,
officer, employee or agent of the corporation, or his service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees)
that are actually and reasonably incurred by him ("Expenses"), and judgments,
fines and amounts paid in settlement that are actually and reasonably incurred
by him, in connection with the defense or settlement of such action, provided
that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. Although Delaware law permits a corporation to indemnify
any person referred to above against Expenses in connection with the defense or
settlement of an action by or in the right of the corporation, provided that he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, if such person has been judged
liable to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The General Corporation
Law of the State of Delaware ("DGCL") also provides for mandatory
indemnification of any director, officer, employee or agent against Expenses to
the extent such person has been successful in any proceeding covered by the
statute. In addition, the DGCL provides the general authorization of advancement
of a director's or officer's litigation expenses in lieu of requiring the
authorization of such advancement by the Board of Directors in specific cases,
and that indemnification and advancement of expenses provided by the statute
shall not be deemed exclusive of any other rights to which
II-1
<PAGE>
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement or otherwise.
The Certificate of Incorporation of the Company provides for the broad
indemnification of the directors and officers of the Company and for advancement
of litigation expenses to the fullest extent permitted by current Delaware law.
The Certificate of Incorporation of the Company eliminates the personal
liability of a director to the Company or its shareholders under certain
circumstances, for monetary damages for breach of fiduciary duty as a director.
The Company maintains a directors and officers liability insurance policy
insuring the directors and officers of the Company and its subsidiaries in
certain instances.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Description
- ------ -----------
4 Rights Agreement between the Company and First Chicago Trust Company
of New York, as rights agent, dated as of August 3, 1994 (incorporated
herein be reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A dated August 3, 1994).
5 Opinion of Scott Renwick, Esq.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Scott Renwick, Esq. (included in exhibit 5).
24 Power of Attorney (included on the signature page of the Company's
Form S-3 No. 333-36201 filed September 23, 1997)
Item 17. Undertakings
The 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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the Company pursuant to
II-2
<PAGE>
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 and incorporated herein by reference;
(b) 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, unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference; and
(c) 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;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such 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; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The registrant hereby further undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 15 above, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Unitrin, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on November 5, 1997.
UNITRIN, INC.
(Registrant)
By: /s/ Richard C. Vie*
-------------------
Richard C. Vie
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ Richard C. Vie* President, Chief Executive Officer and November 5, 1997
- ------------------- Director
Richard C. Vie
/S/ Jerrold V. Jerome* Chairman of the Board and Director November 5, 1997
- ----------------------
Jerrold V. Jerome
/S/ Eric J. Draut* Treasurer and Chief Financial Officer November 5, 1997
- ----------------- (principal accounting and financial
Eric J. Draut officer)
/S/ James E. Annable* Director November 5, 1997
- ---------------------
James E. Annable
/S/ Reuben L. Hedlund* Director November 5, 1997
- ----------------------
Reuben L. Hedlund
/S/ George A. Roberts* Director November 5, 1997
- ----------------------
George A. Roberts
/S/ Fayez S. Sarofim* Director November 5, 1997
- ---------------------
Fayez S. Sarofim
/S/ Henry E. Singleton* Director November 5, 1997
- -----------------------
Henry E. Singleton
</TABLE>
*By: /S/ SCOTT RENWICK
-----------------
Scott Renwick, Attorney-in-Fact
Pursuant to a Power of Attorney
II-4
<PAGE>
EXHIBIT 5
November 5, 1997
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
I have acted as counsel for Unitrin, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") relating to the registration of 342,000
shares of the Company's Common Stock (the "Shares") and the proposed sale of
such 342,000 Shares by the selling shareholder named in the Registration
Statement.
I have participated in the preparation of the Registration Statement filed
with the Commission. In this connection, I have examined originals or copies
identified to my satisfaction of such documents, corporate and other records,
certificates, and other papers as I deemed necessary to examine for purposes of
this opinion, including but not limited to the Certificate of Incorporation and
Amended and Restated By-Laws of the Company.
It is my opinion that the Shares to be sold by the selling shareholder
named in the Registration Statement are and, when sold pursuant to the
Registration Statement, will be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Scott Renwick, Esq. under "Legal Opinion" in
the Prospectus included in the Registration Statement.
Very truly yours,
Scott Renwick, Esq.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Unitrin, Inc.
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the registration
statement.
KPMG Peat Marwick LLP
Chicago, Illinois
November 5, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Unitrin, Inc. on Form S-3, No. 333-36201, of our report dated September 17,
1997 (relating to the financial statements of Litton Industries, Inc. and
subsidiaries not presented separately herein) appearing in the Annual Report on
Form 10-K/A No. 2 of Unitrin, Inc. for the year ended December 31, 1996 and to
the reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
Deloitte & Touche LLP
Los Angeles, California
November 4, 1997
