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As filed with the Securities and Exchange Commission on September 10, 1999
Registration No. 333-_______
================================================================================
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 of Incorporation) (I.R.S. Employer
Identification Number)
One East Wacker Drive, Chicago, Illinois 60601
(Address, including Zip Code, of Registrant's Principal Executive Offices)
Unitrin 401K Savings Plan
(Full Title of the Plan)
Scott Renwick, Esq.
Unitrin, Inc.
One East Wacker Drive
Chicago, Illinois 60601
(312) 661-4600
(Name, Address, and Telephone Number of Agent For Service)
Copies to:
John S. Chapman, Esq.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
(312) 443-0700
____________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum
Title of securities to be offering price aggregate Amount of
to be registered(1) registered(2)(3) per share offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $36.03(4) $36,030,000(4) $10,016.34(4)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also includes an indeterminate number of
interests in the Unitrin 401K Savings Plan (the "Plan").
(2) This Registration Statement registers additional shares of the Company's
Common Stock in connection with the Plan. Currently, Registration Statement
No. 33-58300 is effective with respect to shares of Common Stock held by
the Plan. Accordingly, pursuant to Instruction E of Form S-8, the
registration fee is being paid with respect to the additional securities
only.
(3) Together with an indeterminant number of additional shares which may be
necessary to adjust the number of shares held by the Plan as a result of
any future stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Company.
(4) Estimated pursuant to Rule 457(c) and (h) of the Securities Act solely for
the purpose of calculating the registration fee and based on the average of
the high and low prices of the Common Stock as reported by the Nasdaq
National Market on September 9, 1999.
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INTRODUCTION
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Registration Statement No. 33-58300 was filed with the Securities and
Exchange Commission (the "Commission") by Unitrin, Inc. (the "Company") to
register shares of its common stock, $0.10 par value per share (the "Common
Stock"), under the Unitrin 401K Savings Plan (the "Plan"). This Registration
Statement is being filed to register an additional 1,000,000 shares of Common
Stock under the Plan.
Pursuant to Instruction E of Form S-8, the contents of Registration
Statement No. 33-58300 are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Company and the Plan hereby incorporate by reference into this
Registration Statement the documents listed below which have been filed with the
Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 and the Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1998;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 and the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999; and
3. The description of the shares of the Company's Common Stock, $0.10 par
value per share, contained in the Company's Registration Statement on
Form 10, dated February 15, 1990, registering such shares pursuant to
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report updating such description.
In addition, each document or report subsequently filed by the Company or
the Plan with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934 after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document or report incorporated into this
Registration Statement by reference shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is
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incorporated by reference into this Registration Statement or by any
subsequently furnished appendix to this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
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 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 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.
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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.
Item 8. Exhibits.
--------
4(a) Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form 10, dated February 15, 1990).
4(b) Amended and Restated By-Laws of the Company (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).
4(c) Rights Agreement between the Company 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).
23 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
Item 9. Undertakings.
------------
The undersigned Company hereby undertakes:
A. (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; and (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; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
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(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. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 and 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 the Company, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
----------
The Company. Pursuant to the requirements of the Securities Act of 1933,
the Company 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
September 1, 1999.
UNITRIN, INC.
By: /s/ Richard C. Vie
Name: Richard C. Vie
Its: Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Eric J. Draut and Scott Renwick or either
of them with power to act without the other, as his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any or all
subsequent amendments and supplements to this Registration Statement, and to
file the same, or cause to be filed the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that any said attorney-
in-fact and agent or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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NAME AND CAPACITY DATE
- ----------------- ----
/s/ Richard C. Vie September 1, 1999
Richard C. Vie, Chairman,
President and Chief Executive Officer
(Principal Executive Officer)
September 1, 1999
/s/ Eric J. Draut
Eric J. Draut, Chief Financial Officer, Senior
Vice President and Treasurer (Principal
Financial Officer)
/s/ Richard Roeske September 1, 1999
Richard Roeske, Controller (Principal
Accounting Officer)
/s/ James E. Annable September 1, 1999
James E. Annable, Director
/s/ Reuben L. Hedlund September 1, 1999
Reuben L. Hedlund, Director
/s/ William E. Johnston September 1, 1999
William E. Johnston, Jr., Director
/s/ George A. Roberts September 1, 1999
George A. Roberts, Director
/s/ Fayez S. Sarofim September 1, 1999
Fayez S. Sarofim, Director
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have 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
September 1, 1999.
UNITRIN 401K SAVINGS PLAN
By: /s/ Richard C. Vie
Richard C. Vie
Member of the Trust Administrative Committee
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<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of Unitrin, Inc.:
We consent to the incorporation by reference in the registration statement of
Unitrin, Inc. on Form S-8 to be filed on or about this date relating to the
Unitrin 401K Savings Plan of:
1. Our reports dated January 8, 1999 relating to the consolidated balance
sheets of Unitrin, Inc. and subsidiaries as of December 31, 1998 and 1997
and the related consolidated statements of income, cash flows and
shareholders' equity and comprehensive income and the related financial
statement schedules for each of the years in the three-year period ended
December 31, 1998, which reports appear or are incorporated by reference in
the Annual Report of Unitrin, Inc. on Form 10-K for the year ended December
31, 1998.
2. Our report dated June 28, 1999 relating to the statements of net assets
available for plan benefits of the Unitrin 401K Savings Plan as of December
31, 1998 and 1997 and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1998, which
report appears in the December 31, 1998 Annual Report on Form 11-K of the
Plan.
Chicago, Illinois
September 10, 1999
/s/ KPMG LLP
