<PAGE>
As filed with the Securities and Exchange Commission on August 24, 1998
Registration No. 333-31423
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
UNITRIN, INC.
(Exact name of registrant as specified in its charter)
Delaware 6719 95-4255452
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or organization) classification code number) 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
================================================================================
<PAGE>
DEREGISTRATION OF SECURITIES
Unitrin, Inc. ("Unitrin" or the "Registrant") has previously filed with the
Securities and Exchange Commission a registration statement (and pre-effective
amendments no. 1, 2 and 3 thereto) on Form S-4, No. 333-31423, registering
3,760,170 shares of Unitrin's common stock, $0.10 par value. Pursuant to its
undertaking contained in paragraph (a)(3) of Item 22 of said Form S-4, Unitrin
hereby deregisters 4,528 of such shares, effective the date of filing of this
post-effective amendment no. 1 to said Form S-4. The shares being deregistered
were not issued in the merger transaction which is the subject of the Form S-4.
In the merger transaction, Unitrin issued 3,755,642 registered shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this post-effective amendment no. 1 to its
registration statement on Form S-4, no. 333-31423, and has duly caused this
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
August 24, 1998.
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 post-
effective amendment to the registration statement on Form S-4 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 August 24, 1998
- ------------------- Director
Richard C. Vie
/S/ Jerrold V. Jerome* Chairman of the Board and Director August 24, 1998
- ----------------------
Jerrold V. Jerome
/S/ Eric J. Draut* Vice President, Treasurer and Chief August 24, 1998
- ------------------ Financial Officer (principal accounting
Eric J. Draut and financial officer)
/S/ James E. Annable* Director August 24, 1998
- ---------------------
James E. Annable
/S/ Reuben L. Hedlund* Director August 24, 1998
- ----------------------
Reuben L. Hedlund
/S/ George A. Roberts* Director August 24, 1998
- ----------------------
George A. Roberts
/S/ Fayez S. Sarofim* Director August 24, 1998
- ---------------------
Fayez S. Sarofim
/S/ Henry E. Singleton* Director August 24, 1998
- -----------------------
Henry E. Singleton
</TABLE>
*By: /S/ Scott Renwick
-----------------
Scott Renwick, Attorney-in-Fact
Pursuant to a Power of Attorney
