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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-K/A No. 1
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended December 31, 1998.
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from N/A to N/A.
--- ---
Commission file number 0-18298
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)
(312) 661-4600
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value
Preferred Share Purchase Rights Pursuant to Rights Agreement
(Titles of classes)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
Based on the closing market price of Registrant's common stock on March 1,
1999, the aggregate market value of such stock held by non-affiliates of
Registrant is approximately $1.9 billion. Solely for purposes of this
calculation, all executive officers and directors of Registrant are considered
affiliates.
Registrant had 36,733,851 shares of common stock outstanding as of March 1,
1999.
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AMENDMENT NO. 1 TO FORM 10-K
This Form 10-K/A No. 1, filed with the Securities and Exchange Commission on
October 29, 1999, amends and restates in its entirety Item 14 of the 1998 Annual
Report on Form 10-K of Unitrin, Inc. ("Unitrin" or the "Company") which was
filed March 18, 1999:
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this Report:
1. Financial Statements. The following financial statements, in response to
Item 8 of the Form 10-K, have been filed as Exhibit 13.1 and are
incorporated by reference into Item 8 hereof:
The consolidated balance sheets of Unitrin and subsidiaries as of December
31, 1998 and 1997, and the consolidated statements of income, cash flows
and shareholders' equity and comprehensive income for the years ended
December 31, 1998, 1997 and 1996, together with the notes thereto and the
report of KPMG LLP thereon, dated January 8, 1999.
2. Financial Statement Schedules. The following four financial statement
schedules are included on the following pages hereof. Schedules not listed
here have been omitted because they are not applicable or not material or
the required information is included in the Financial Statements.
Schedule I: Investments Other Than Investments in Related Parties
Schedule II: Parent Company Financial Statements
Schedule III: Supplementary Insurance Information
Schedule IV: Reinsurance Schedule
The consolidated financial statements of Litton Industries, Inc., a fifty
percent or less owned person, are filed as Exhibit 99 hereof and are
incorporated by reference into this Item 14.
3. Exhibits. The following exhibits are either filed as a part hereof or are
incorporated by reference. Exhibit numbers correspond to the numbering
system in Item 601 of Regulation S-K. Exhibits 10.1 through 10.7 relate to
compensatory plans filed or incorporated by reference as exhibits hereto
pursuant to Item 14(c) of Form 10-K.
2 Stock Acquisition Agreement dated February 10, 1999 by and between
Unitrin, Inc. and Fund American Enterprises Holdings, Inc.
(included as Exhibit 2 to Unitrin's 1998 Annual Report on Form
10-K, filed March 18, 1999)
3.1 Certificate of Incorporation (incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement on Form 10
dated February 15, 1990)
3.2 Amended and Restated By-Laws (incorporated herein by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997)
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4 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)
10.1 Unitrin, Inc. 1990 Stock Option Plan, as amended and restated
(incorporated herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999)
10.2 Unitrin, Inc. 1997 Stock Option Plan, as amended and restated
(incorporated herein by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.)
10.3 Unitrin, Inc. 1995 Non-Employee Director Stock Option Plan, as
amended and restated (incorporated herein by reference to Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999)
10.4 Unitrin, Inc. Pension Equalization Plan (incorporated herein by
reference to Exhibit 10.4 to the Company's 1994 Annual Report on
Form 10-K)
10.5 Unitrin is a party to individual severance agreements (the form of
which is incorporated herein by reference to Exhibit 10.5 to the
Company's 1994 Annual Report on Form 10-K), with the following
executive officers:
Richard C. Vie (Chairman, President and Chief Executive Officer)
David F. Bengston (Vice President)
James W. Burkett (Senior Vice President)
Eric J. Draut (Senior Vice President, Treasurer, and Chief
Financial Officer)
Scott Renwick (General Counsel and Secretary)
Donald G. Southwell (Senior Vice President)
(Note: Each of the foregoing agreements is identical except that
the severance compensation multiple is 2.99 for Mr. Vie and 2.0 for
the other executive officers. The term of these agreements has been
extended by action of Unitrin's board of directors through January
1, 2000.)
10.6 Severance Compensation Plan After Change of Control (incorporated
herein by reference to Exhibit 10.6 to the Company's 1994 Annual
Report on Form 10-K; the term of this plan has been extended by
action of Unitrin's board of directors through January 1, 2000.)
10.7 1998 Unitrin, Inc. Bonus Plan for Senior Executives (incorporated
herein by reference to Exhibit A to the Proxy Statement dated April
9, 1998, in connection with the Annual Meeting of Shareholders of
Unitrin held May 13, 1998)
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10.8 Amended and Restated Credit Agreement, dated September 17, 1997
among Unitrin, Inc., the Lenders party thereto, and NationsBank of
Texas, N.A. (incorporated herein by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997)
13.1 Financial Statements (included as Exhibit 13.1 to Unitrin's 1998
Annual Report on Form 10-K, filed March 18, 1999)
13.2 MD&A (included as Exhibit 13.2 to Unitrin's 1998 Annual Report on
Form 10-K, filed March 18, 1999)
13.3 Financial Highlights (included as Exhibit 13.3 to Unitrin's 1998
Annual Report on Form 10-K, filed March 18, 1999)
21 Subsidiaries of Unitrin, Inc. (included as Exhibit 21 to Unitrin's
1998 Annual Report on Form 10-K, filed March 18, 1999)
23.1 Reports of KPMG LLP (included in Exhibit 13.1 and filed as Exhibit
23.1 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18,
1999)
23.2 Consent of KPMG LLP (included as Exhibit 23.2 to Unitrin's 1998
Annual Report on Form 10-K, filed March 18, 1999)
23.3 Report of Deloitte & Touche LLP (included in Exhibit 99 of this
Form 10-K/A No. 1)
23.4 Consent of Deloitte & Touche LLP (filed with this Form 10-K/A No.
1)
24 Power of Attorney (included on the signature page of Unitrin's 1998
Annual Report on Form 10-K, filed March 18, 1999)
27 Financial Data Schedule (included as Exhibit 27 to Unitrin's 1998
Annual Report on Form 10-K, filed March 18, 1999)
99 The consolidated financial statement of Litton Industries, Inc.
(incorporated herein by reference to pages F-2 through F-23 of the
Form 10-K filed October 8, 1999 by Litton Industries, Inc.
(commission file no. 1-03998), for its fiscal year ended July 31,
1999)
(b) Reports on Form 8-K. None.
(c) Exhibits. Included in Item 14(a) 3 above.
(d) Financial Statement Schedules. Included in Item 14(a) 2 above.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, Unitrin, Inc. has duly caused this amendment to its Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on October 29, 1999.
UNITRIN, INC.
(Registrant)
By: /S/ Richard C. Vie*
------------------
Richard C. Vie
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Registrant in
the capacities indicated on October 29, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/S/Richard C. Vie* Chairman of the Board, President, and Chief
- ----------------- Executive Officer
Richard C. Vie
/S/ Eric J. Draut Senior Vice President, Treasurer and Chief
- ----------------- Financial Officer (principal financial officer)
Eric J. Draut
/S/ Richard Roeske* Corporate Controller (principal accounting officer)
- ------------------
Richard Roeske
/S/ James E. Annable* Director
- --------------------
James E. Annable
/S/ Reuben L. Hedlund* Director
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Reuben L. Hedlund
/S/ Jerrold V. Jerome* Director
- ---------------------
Jerrold V. Jerome
/S/ William E. Johnston, Jr.* Director
- ----------------------------
William E. Johnston, Jr.
/S/ George A. Roberts* Director
- ---------------------
George A. Roberts
/S/ Fayez S. Sarofim* Director
- ---------------------
Fayez S. Sarofim
</TABLE>
*By: /S/ Eric J. Draut
-----------------
Eric J. Draut, Attorney-in-Fact
Pursuant to a Power of Attorney
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-47530, 33-58300, 333-4530, 333-38981 and 333-86935 on Form S-8 of Unitrin,
Inc. of our report dated October 5, 1999 (relating to the consolidated financial
statements of Litton Industries, Inc. and subsidiaries presented separately
herein) in the Annual Report on Form 10-K/A of Unitrin, Inc. for the year ended
December 31, 1998.
Deloitte & Touche LLP
Los Angeles, California
October 29, 1999
