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FORM 10-Q / A No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended June 30, 1997
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OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition Period from to
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Commission file 0-18298
number
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Unitrin, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 95-4255452
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
One East Wacker Drive, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 661-4600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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37,414,482 shares of common stock, $0.10 par value, were outstanding as of
June 30, 1997.
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Note 4 to the Notes to the Condensed Consolidated Financial Statements
(Unaudited) included in Item 1 of Part I to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1997 is hereby amended to
replace the second sentence of the last paragraph of Note 4 with the following
sentences:
"The case involves an accident in which Ronnie Bleeker, a former insured of
Trinity under a $40 thousand automobile insurance policy, while driving his
truck struck another truck parked alongside a road, killing one person and
injuring several others. Suit was filed against Bleeker by the injured parties
(the "Claim Case"). In 1993, the plaintiffs in the Claim Case were awarded
damages in excess of $9 million. In 1994, these plaintiffs, acting as assignees
of a purported claim by Bleeker against Trinity, filed suit against Trinity (the
"Bad Faith Case") alleging that negligent claim handling by Trinity led to the
large verdict against Bleeker in the Claim Case. The Bad Faith Case was tried in
1995 and resulted in the judgment against Trinity described above."
The Notes to the Condensed Consolidated Financial Statements (Unaudited)
included in Item 1 of Part I to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1997 is hereby amended to add the following
Note 6 -- Investment in Investees:
"Unitrin accounts for its Investments in Investees under the equity method of
accounting using the most recent publicly-available financial reports.
Summarized financial information for Litton and Western Atlas is presented
below.
The amounts included in Unitrin's financial statements for Litton represent
amounts reported by Litton for periods ending two months earlier. Accordingly,
amounts included in these financial statements represent the amounts reported by
Litton for the six and three month periods ending April 30, 1997 and 1996.
Summarized financial information reported by Litton for such periods was:
Six Months Ending Three Months Ending
April 30, April 30,
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[Dollars in Millions] 1997 1996 1997 1996
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Revenues $ 2,056 $ 1,743 $ 1,096 $ 1,004
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Cost of Sales $ 1,615 $ 1,357 $ 865 $ 789
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Income from Continuing Operations $ 78 $ 72 $ 42 $ 39
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Net Income $ 78 $ 72 $ 42 $ 39
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1
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The amounts included in Unitrin's financial statements for Western Atlas
represent amounts reported by Western Atlas for periods ending three months
earlier. Accordingly, amounts included in these financial statements represent
the amounts reported by Western Atlas for the six and three month periods ending
March 31, 1997 and 1996. Summarized financial information reported by Western
Atlas for such periods was:
Six Months Ending Three Months Ending
March 31, March 31,
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[Dollars in Millions] 1997 1996 1997 1996
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Revenues $ 1,438 $ 1,134 $ 703 $ 549
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Cost of Sales $ 1,011 $ 785 $ 498 $ 378
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Income from Continuing Operations $ 68 $ 50 $ 31 $ 23
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Net Income $ 68 $ 50 $ 31 $ 23
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The Company's equity in the net income of Western Atlas for the three and six
months ended June 30, 1997 also includes an after-tax charge of $31.0 million
related to Unitrin's share of Western Atlas' announced charge for the write-off
of in-process research and development activities at certain recently acquired
Western Atlas' subsidiaries and an after-tax charge of $0.8 million for
Unitrin's share of expenses related to the spin-off of Western Atlas' industrial
automation segment. Western Atlas' announced charges will be reflected in the
summarized financial information for Western Atlas' nine and three month periods
ending June 30, 1997."
Management's Discussion and Analysis of Results of Operations and Financial
Condition included in Item 2 of Part I to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1997 is hereby amended to add the
following paragraph immediately before the first paragraph under the caption
"Equity in Net Income of Investees."
"Western Atlas has announced its intention to spin off its industrial technology
businesses into a new publicly held corporation named UNOVA, Inc. Western Atlas
disclosed in a press release that "All shares of UNOVA, the new public company,
are scheduled to be distributed to holders of Western Atlas Inc. Common Stock on
a one-for-one basis. The transaction is expected to be tax-free to the
Corporation (Western Atlas) and its shareholders and should be completed in the
fall of 1997. The shares are planned to be listed on the New York Stock
Exchange." Western Atlas also disclosed that after the spin-off it is
anticipated that UNOVA will have annual revenues of approximately $1.5 billion
and Western Atlas will have revenues of approximately $1.6 billion."
2
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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 thereunto duly authorized.
Unitrin, Inc.
Date: September 22, 1997 /s/ Eric J. Draut
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Eric J. Draut
Treasurer and Chief Financial Officer
(Principal Accounting Officer)
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