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As filed with the Securities and Exchange Commission on October 29, 1997
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
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 of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One East Wacker Drive
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
UNITRIN, INC. 1997 STOCK OPTION PLAN
(Full title of the Plan)
--------------------
Scott Renwick, Secretary
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
(Name and Address of Agent for Service)
(312) 661-4600
(Telephone Number, Including Area Code, of Agent for Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed Amount of
securities to Amount to be offering price per maximum aggregate registration
be registered registered (1) unit (2) offering price (2) fee (2)
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<S> <C> <C> <C> <C>
Common Stock,
$0.10 par value 2,000,000 shares $61.3125 $122,625,000 $37,159
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(1) This Registration Statement also includes an indeterminate number of
additional shares that may become issuable pursuant to the antidilution
adjustment provisions of the plan.
(2) In accordance with Rule 457, calculated on the basis of the average of the
high and low prices reported for a share of the Common Stock on the
National Market Tier of the Nasdaq Stock Market on October 28, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement
in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the registrant, Unitrin, Inc. ("Unitrin"
or the "Company"), with the Securities and Exchange Commission are incorporated
by reference in this Registration Statement:
(a) Unitrin's 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;
(b) Unitrin's Quarterly Reports on Form 10-Q for the quarterly periods
ended June 30 and March 31, 1997, as amended by Forms 10-Q/A filed
September 22, 1997; and
(c) The descriptions of Unitrin's common stock and the rights attached
thereto which are contained in Unitrin's registration statement on
Form 10, dated February 15, 1990, and in Unitrin's registration
statement on Form 8-A, dated August 3, 1994, respectively, each filed
under Section 12 of the Securities Exchange Act of 1934 (the "Act").
All documents subsequently filed by Unitrin pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall also be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
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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 Registration Statement 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 Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
As of the date of the filing of this Registration Statement, Scott Renwick,
whose opinion is filed as Exhibit 5 to this Registration Statement, is an
employee and Secretary of Unitrin, is a participant in Unitrin's stock option
plans under which he has been granted options to purchase 27,077 shares of
Unitrin common stock, and is the beneficial owner of 3,923 of such shares.
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 for the
year ended December 31, 1996, as amended, have been audited by KPMG Peat Marwick
LLP ("KPMG"), independent auditors, as stated in their reports which are
incorporated by reference herein. The financial statements of Litton
Industries, Inc. ("Litton") and subsidiaries, which were included in Unitrin's
Form 10-K/A No. 2 filed October 29, 1997, were audited by Deloitte & Touche LLP,
independent auditors, as stated in their report incorporated by reference in
this Prospectus from Unitrin's Form 10-K/A No. 2. Such financial statements of
Unitrin and Litton are included herein in reliance upon the respective reports
of such firms given upon their authority as experts in accounting and auditing.
ITEM 6. 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
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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 (the "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 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 a 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 7. Exemption from Registration Claimed
Not applicable.
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ITEM 8. Exhibits
4.1 Certificate of Incorporation of Unitrin (incorporated herein by reference
to Exhibit 3.1 to Unitrin's registration statement on Form 10 dated
February 15, 1990).
4.2 Amended and Restated By-Laws of Unitrin (incorporated herein by reference
to Exhibit 3.2 to Unitrin's 1994 Annual Report on Form 10-K).
4.3 Rights Agreement between Unitrin, Inc. and First Chicago Trust Company of
New York, as rights agent, dated as of August 3, 1994 (incorporated herein
by reference to Exhibit 1 to the Company's Registration Statement on Form
8-A dated August 3, 1994).
4.4 The Unitrin, Inc. 1997 Stock Option Plan (incorporated herein by reference
to Exhibit A to the Proxy Statement for the Annual Meeting of Shareholders
of Unitrin, Inc. held May 14, 1997).
5 Opinion of Scott Renwick, Esq.
23.1 Consent of Scott Renwick, Esq. (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche LLP.
ITEM 9. Undertakings
a. Unitrin 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 Securities Act of 1933;
(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 a prospectus
filed with the Commission pursuant 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 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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by Unitrin pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(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.
b. Unitrin hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Unitrin'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.
c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Unitrin pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, Unitrin 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 Unitrin of expenses incurred or paid by a director, officer
or controlling person of Unitrin 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, Unitrin 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 of 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 Securities Act of 1933, Unitrin
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 Chicago, State of Illinois, on October 29, 1997.
UNITRIN, INC.
By: /S/ Richard C. Vie
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Richard C. Vie
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 29, 1997.
Signature Title
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/S/ Richard C. Vie President, Chief Executive
- ----------------------- Officer and Director
Richard C. Vie
/S/ Jerrold V. Jerome Chairman of the Board and
- ----------------------- Director
Jerrold V. Jerome
/S/ Eric J. Draut Treasurer and Chief Financial
- ----------------------- Officer (principal accounting
Eric J. Draut and financial officer)
/S/ James E. Annable Director
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James E. Annable
/S/ Reuben L. Hedlund Director
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Reuben L. Hedlund
/S/ George A. Roberts Director
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George A. Roberts
/S/ Fayez S. Sarofim Director
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Fayez S. Sarofim
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EXHIBIT 5
October 29, 1997
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
Gentlemen:
I am Counsel for Unitrin, Inc. and am familiar with the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
with respect to the registration under the Securities Act of 1933, as amended,
of 2,000,000 shares of the Common Stock of Unitrin, Inc. (the "Shares") issuable
upon exercise of options granted or to be granted pursuant to the Unitrin, Inc.
1997 Stock Option Plan (the "Plan").
Based upon my examination and consideration of such documents, instruments,
certificates, records and matters as I have deemed necessary for the purposes
hereof, I am of the opinion that when issued pursuant to the terms and
conditions of the Plan, the Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the above-
described Registration Statement and to references to my name in such
Registration Statement.
Very truly yours,
Scott Renwick, Esq.
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EXHIBIT 23.2
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 "Interests of Named Experts and
Counsel" in the registration statement on Form S-8.
KPMG Peat Marwick LLP
Chicago, Illinois
October 29, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Unitrin, Inc. on Form S-8 of our report dated September 17, 1997 (relating to
the financial statements of Litton Industries, Inc. and subsidiaries not
presented separately herein) 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 "Interests of Named Experts and Counsel" in the Prospectus,
which is part of this Registration Statement.
Deloitte & Touche LLP
Los Angeles, California
October 27, 1997
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