As filed with the Securities and Exchange Commission on August 4, 2005.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITRIN, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 6331 95-4255452
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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.
Senior Vice President, General Counsel and Secretary
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:
Brian W. Duwe, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of
this Registration Statement as determined by the
registrant
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, check the
following box. |_|
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Amount of
Securities Aggregate Offering Price Registration Fee
to be Registered (1) (2)
-------------------------------------------------------------------------------------
Debt Securities (3) __ __
-------------------------------------------------------------------------------------
Preferred Stock (4) __ __
-------------------------------------------------------------------------------------
Common Stock (5) __ __
-------------------------------------------------------------------------------------
Warrants __ __
-------------------------------------------------------------------------------------
Stock Purchase Contracts (6) __ __
-------------------------------------------------------------------------------------
Stock Purchase Units (7) __ __
-------------------------------------------------------------------------------------
TOTAL $300,000,000 $35,310
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended and
exclusive of accrued interest, distributions and dividends, if any. The
aggregate public offering price of all securities registered hereby will
not exceed $300,000,000 or the equivalent thereof on the date of issuance
in one or more foreign currencies, foreign currency units or composite
currencies. Such amount represents the issue price rather than the
principal amount of any debt securities issued at an original issue
discount.
(2) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II(D) to Form S-3.
(3) Including such indeterminate principal amount of debt securities as may,
from time, be issued (i) at indeterminate prices or (ii) upon conversion
or exchanges of securities registered hereunder to the extent any such
securities are, by their terms, convertible into or exchangeable for debt
securities.
(4) Including such indeterminate number of shares of preferred stock as may,
from time to time, be issued (i) at indeterminate prices or (ii) upon
conversion or exchange of securities registered hereunder, to the extent
any such securities are, by their terms, convertible into or exchangeable
for preferred stock.
(5) Including such indeterminate number of shares of common stock as may,
from time to time, be issued (i) at indeterminate prices or (ii) upon
conversion or exchange of securities registered hereunder, to the extent
any such securities are, by their terms, convertible into or exchangeable
for common stock.
(6) Including such indeterminate number of stock purchase contracts as may,
from time to time, be issued at indeterminate prices obligating holders
to purchase from or sell to us, and obligating us to sell to or purchase
from the holders, a specific number of shares of common stock or
preferred stock at a future date or dates.
(7) Including such indeterminate number of stock purchase units as may, from
time to time, be issued at indeterminate prices each representing
ownership of a stock purchase contract and debt securities, preferred
stock or debt obligations of the foregoing, including U.S. treasury
securities or any combination of the foregoing, securing the holders'
obligations to purchase common stock or preferred stock under the stock
purchase contracts.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said section 8(a), may determine.
[FLAG]
The information in this prospectus is not complete and may be changed.
Unitrin, Inc. may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED AUGUST 4, 2005
Prospectus
$300,000,000
Unitrin, Inc.
Debt Securities, Preferred Stock, Common Stock, Warrants,
Stock Purchase Contracts, Stock Purchase Units
Unitrin, Inc. may offer, issue and sell, together or
separately, its:
o debt securities, which may be senior debt
securities or subordinated debt securities
o shares of its preferred stock
o shares of its common stock
o warrants
o stock purchase contracts
o stock purchase units
Unitrin, Inc. will provide the specific terms of these
securities in supplements to this prospectus. The prospectus supplements may
also add, update or change information contained in this prospectus. You
should read this prospectus and the accompanying prospectus supplement
carefully before you make your investment decision.
This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement.
Unitrin, Inc. may offer securities through underwriting
syndicates managed or co-managed by one or more underwriters, or directly to
purchasers. The prospectus supplement for each offering of securities will
describe in detail the plan of distribution for that offering. For general
information about the distribution of securities offered, please see "Plan of
Distribution" in this prospectus.
Unitrin, Inc.'s common stock is listed on the New York Stock
Exchange under the trading symbol "UTR."
None of the Securities and Exchange Commission, any state
securities commission, or any other regulatory body has approved or
disapproved of these securities or determined if this prospectus or the
accompanying prospectus supplement is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus is , 2005
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS.........................................................1
WHERE YOU CAN FIND MORE INFORMATION...........................................1
CAUTION REGARDING FORWARD-LOOKING STATEMENTS..................................3
UNITRIN, INC..................................................................5
USE OF PROCEEDS...............................................................5
RATIO OF EARNINGS TO FIXED CHARGES............................................6
DESCRIPTION OF SECURITIES.....................................................6
DESCRIPTION OF DEBT SECURITIES................................................6
DESCRIPTION OF CAPITAL STOCK.................................................17
DESCRIPTION OF WARRANTS......................................................22
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS.............22
PLAN OF DISTRIBUTION.........................................................23
LEGAL MATTERS................................................................26
EXPERTS......................................................................26
ABOUT THIS PROSPECTUS
Unless otherwise stated or the context otherwise requires, references
in this prospectus to "Unitrin," "Company," "we," "our," or "us" refer to
Unitrin, Inc.
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission ("SEC") using a "shelf"
registration process. Under this shelf process, we may, from time to time,
sell any combination of debt securities, preferred stock, common stock,
warrants, stock purchase contracts and stock purchase units as described in
this prospectus, in one or more offerings up to a total dollar amount of
$300,000,000 or the equivalent thereof on the date of issuance in one or more
foreign currencies, foreign currency units or composite currencies. This
prospectus provides you with a general description of the securities we may
offer. Each time that securities are sold, a prospectus supplement that will
contain specific information about the terms of that offering will be
provided. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an
offer to sell these securities in any jurisdiction where the offer or sale is
not permitted.
You should assume that the information in this prospectus is accurate
as of the date of the prospectus. Our business, financial condition, results
of operations and prospects may have changed since that date.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC.
These reports, proxy statements and other information, including the
registration statement of which this prospectus is a part, can be read and
copied at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. The SEC maintains
an internet site at www.sec.gov that contains reports, proxy and information
statements and other information regarding companies that file electronically
with the SEC, including Unitrin, Inc. Our common stock is listed and traded on
the New York Stock Exchange ("NYSE") under the trading symbol "UTR". These
reports, proxy statements and other information can also be read at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
The SEC allows "incorporation by reference" into this prospectus of
information that we file with the SEC. This permits us to disclose important
information to you by referencing these filed documents. Any information
referenced this way is considered part of this prospectus, and any information
filed by us with the SEC subsequent to the date of this prospectus will
automatically be deemed to update and supersede this information. We
incorporate by reference the following documents to the extent they have been
filed with the SEC:
o Annual Report on Form 10-K for the year ended December 31, 2004;
o Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2005;
o Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2005;
o Current Report on Form 8-K filed March 14, 2005;
o Current Report on Form 8-K filed April 26, 2005;
o Current Report on Form 8-K filed May 4, 2005;
o Current Report on Form 8-K filed May 10, 2005; and
o Current Report on Form 8-K filed June 27, 2005.
We incorporate by reference the documents listed above and any future
filings made with the SEC, to the extent they have been filed, in accordance
with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we file a post-effective amendment which indicates the termination of
the offering of the securities made by this prospectus.
We will provide without charge upon written or oral request, a copy
of any or all of the documents which are incorporated by reference into this
prospectus. Requests should be directed to Unitrin, Inc., One East Wacker
Drive, Chicago, Illinois 60601 (telephone number (312) 661-4600). You may also
obtain some of the documents incorporated by reference into this document at
our website, www.unitrin.com. You should be aware that the information
contained on our website is not a part of this document.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the accompanying prospectus supplement may
contain or incorporate by reference information that includes or is based upon
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements give expectations or forecasts of future events.
The reader can identify these statements by the fact that they do not relate
strictly to historical or current facts. They use words such as "believe(s),"
"goal(s)," "target(s)," "estimate(s)," "anticipate(s)," "forecast(s),"
"project(s)," "plan(s)," "intend(s)," "expect(s)," "might," "may" and other
words and terms of similar meaning in connection with a discussion of future
operating or financial performance. Forward-looking statements, in particular,
include statements relating to future actions, prospective services or
products, future performance or results of current and anticipated services or
products, sales efforts, expenses, the outcome of contingencies such as legal
proceedings, trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong, and,
accordingly, readers are cautioned not to place undue reliance on such
statements, which speak only as of the date of this press release. They can be
affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Many such factors will be important in determining the
Company's actual future results. These statements are based on current
expectations and the current economic environment. They involve a number of
risks and uncertainties that are difficult to predict. These statements are
not guarantees of future performance; actual results could differ materially
from those expressed or implied in the forward-looking statements. Among
factors that could cause actual results to differ materially are:
o Changes in general economic conditions, including performance of
financial markets, interest rates, and unemployment rates, and
fluctuating values of particular investments maintained by the
Company and its subsidiaries;
o Heightened competition, including with respect to pricing, entry of
new competitors and the development of new products by new and
existing competitors;
o The number and severity of insurance claims (including those
associated with catastrophe losses) and their impact on the adequacy
of loss reserves;
o The impact of inflation on insurance claims, including the effect of
cost and availability of labor and materials on automobile and
property repair and reconstruction costs;
o Changes in the pricing or availability of reinsurance;
o Changes in the financial condition of reinsurers and amounts
recoverable therefrom;
o Changes in industry trends and significant industry developments;
o Regulatory approval of insurance rates, policy forms, license
applications and similar matters;
o Governmental actions (including new laws or regulations or court
decisions interpreting existing laws and regulations or policy
provisions) and adverse outcomes in litigation or other proceedings
involving the Company or its subsidiaries;
o Regulatory, accounting or tax changes that may affect the cost of, or
demand for, the Company's products or services;
o Changes in distribution channels, methods or costs resulting from
changes in laws or regulations, lawsuits or market forces;
o Changes in ratings by credit rating agencies and/or A.M. Best Co.,
Inc.;
o Level of success in realizing economies of scale and implementing
significant business consolidations and technology initiatives;
o Absolute and relative performance of the Company's products or
services;
o Ability to maintain uninterrupted operation of facilities and
business operations; and
o Other risks and uncertainties described from time to time in the
Company's filings with the SEC.
No assurances can be given that the results contemplated in any
forward-looking statements will be achieved or will be achieved in any
particular timetable. The Company assumes no obligation to publicly correct or
update any forward-looking statements as a result of events or developments
subsequent to the date of this prospectus. The reader is advised, however, to
consult any further disclosures the Company makes on related subjects in
filings made with the SEC.
UNITRIN, INC.
We are a holding company whose primary source of funds for the
payment of interest on our obligations or dividends to our stockholders is
dividends from our subsidiaries. The amount of dividend distributions to us
from our insurance and banking subsidiaries may be restricted, respectively,
by state insurance laws and regulations as administered by state insurance
departments and by banking laws and regulations as administered by applicable
governmental agencies. We were incorporated in Delaware in 1990. Our principal
executive offices are located at One East Wacker Drive, Chicago, Illinois
60601, and the telephone number is (312) 661-4600.
Through our subsidiaries, we are engaged in the property and casualty
insurance, life and health insurance and consumer finance businesses. We
conduct our operations through six operating segments: Kemper Auto and Home,
Unitrin Specialty, Unitrin Direct, Unitrin Business Insurance, Life and Health
Insurance and Consumer Finance. Our subsidiaries employ more than 8,300
full-time associates of which, as of June 30, 2005, approximately 1,185 are
employed in the Kemper Auto and Home segment, 750 in the Unitrin Specialty
segment, 475 in the Unitrin Direct segment, 645 in the Unitrin Business
Insurance segment, 4,260 in the Life and Health Insurance segment, 840 in the
Consumer Finance segment and the remainder in various corporate and other
staff functions.
Our property and casualty insurance business operations are conducted
through Kemper Auto and Home, Unitrin Specialty, Unitrin Direct and Unitrin
Business Insurance, which collectively provide automobile, homeowners,
commercial multi-peril, fire, casualty, workers compensation, general
liability and other types of property and casualty insurance to individuals
and businesses.
Unitrin's Life and Health Insurance segment provides individual life
and health insurance products to customers of modest incomes who desire basic
protection for themselves and their families. This segment offers (i) through
its career agency companies, ordinary life insurance, including permanent and
term insurance, as well as property insurance products, and (ii) through
Reserve National Insurance Company, accident and health insurance products and
Medicare Supplement insurance primarily to individuals living in rural areas
where health maintenance organizations and preferred provider organizations
are less prevalent.
The principal business of the Consumer Finance segment is the
financing of used automobiles through the purchase of retail installment
contracts from automobile dealers. The borrowers under these contracts
typically have marginal credit histories. Our Consumer Finance segment is one
of the largest non-prime automobile finance sources in California.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, we intend to
use the proceeds of any securities sold for general corporate purposes,
including repayment of existing indebtedness, working capital and the
expansion of our business through new insurance product offerings, enhanced
distribution and marketing of existing insurance products and strategic
acquisitions as opportunities arise.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges(1) for the periods indicated:
Six Months Ended Year Ended December 31,
June 30, 2005 --------------------------------------------
------------------------- 2004 2003 2002 2001 2000
------ ------- ------- -------- -------
Ratio of Earnings to Fixed Charges 6.9x 6.0x 3.6x 0.5x 10.6x 3.7x
-----------------------------------------------------------------------------------------------------------------
(1) The ratios of earnings to fixed charges have been computed on a
consolidated basis by dividing earnings before income taxes and fixed charges
by fixed charges. Fixed charges consist of interest on debt and a factor for
interest included in rent expense.
DESCRIPTION OF SECURITIES
This prospectus contains summary descriptions of the debt securities,
common stock, preferred stock, warrants, stock purchase contracts and stock
purchase units that we may sell from time to time. These summary descriptions
are not meant to be complete descriptions of each security. However, this
prospectus and the accompanying prospectus supplement contain the material
terms of the securities being offered.
DESCRIPTION OF DEBT SECURITIES
As used in this prospectus, debt securities means the debentures,
notes, bonds and other evidences of indebtedness that we may issue from time
to time. Debt securities will either be senior debt securities or subordinated
debt securities. Senior debt securities will be issued under a "senior
indenture" and subordinated debt securities will be issued under a
"subordinated indenture." This prospectus sometimes refers to the senior
indenture and the subordinated indenture collectively as the "indentures."
The forms of indenture are filed as exhibits to the registration
statement. The statements and descriptions in this prospectus or in any
prospectus supplement regarding provisions of the indentures and debt
securities are summaries thereof, do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the indentures and debt securities, including the definitions
therein of certain terms.
General
Debt securities will be direct unsecured obligations of ours. Senior
debt securities of any series will be our unsubordinated obligations and rank
equally with all of our other unsecured and unsubordinated debt, including any
other series of debt securities issued under the senior indenture.
Subordinated debt securities of any series will be junior in right of payment
to our senior indebtedness, as defined, and described more fully, under
"Subordination."
Because we are principally a holding company, our right to
participate in any distribution of assets of any subsidiary, upon the
subsidiary's liquidation or reorganization or otherwise, is subject to the
prior claims of creditors of the subsidiary, except to the extent we may be
recognized as a creditor of that subsidiary. Accordingly, our obligations
under debt securities will be effectively subordinated to all existing and
future indebtedness and liabilities of our subsidiaries, and holders of debt
securities should look only to our assets for payment thereunder. Furthermore,
our ability to pay principal and interest on the debt securities is, to a
large extent, dependent upon dividends or other payments to us from our
subsidiaries.
The indentures do not limit the aggregate principal amount of debt
securities that we may issue and provide that we may issue debt securities
from time to time in one or more series, in each case with the same or various
maturities, at par or at a discount. We may issue additional debt securities
of a particular series without the consent of the holders of the debt
securities of such series outstanding at the time of the issuance. Any such
additional debt securities, together with all other outstanding debt
securities of that series, will constitute a single series of debt securities
under the applicable indenture. The indentures also do not limit our ability
to incur other debt.
Each prospectus supplement will describe the terms relating to the
specific series of debt securities being offered. These terms will include
some or all of the following:
o the title of the debt securities and whether they are
subordinated debt securities or senior debt securities;
o any limit on the aggregate principal amount of the debt
securities;
o the price or prices at which we will sell the debt securities;
o the maturity date or dates of the debt securities;
o the rate or rates of interest, if any, which may be fixed or
variable, at which the debt securities will bear interest, or
the method of determining such rate or rates, if any;
o the date or dates from which any interest will accrue or the
method by which such date or dates will be determined;
o the right, if any, to extend the interest payment periods and
the duration of any such deferral period, including the maximum
consecutive period during which interest payment periods may be
extended;
o whether the amount of payments of principal of (and premium, if
any) or interest on the debt securities may be determined with
reference to any index, formula or other method, such as one or
more currencies, commodities, equity indices or other indices,
and the manner of determining the amount of such payments;
o the dates on which we will pay interest on the debt securities
and the regular record date for determining who is entitled to
the interest payable on any interest payment date;
o the place or places where the principal of (and premium, if any)
and interest on the debt securities will be payable;
o if we possess the option to do so, the periods within which and
the prices at which we may redeem the debt securities, in whole
or in part, pursuant to optional redemption provisions, and the
other terms and conditions of any such provisions;
o our obligation, if any, to redeem, repay or purchase the debt
securities by making periodic payments to a sinking fund or
through an analogous provision or at the option of holders of
the debt securities, and the period or periods within which and
the price or prices at which we will redeem, repay or purchase
the debt securities, in whole or in part, pursuant to such
obligation, and the other terms and conditions of such
obligation;
o the denominations in which the debt securities will be issued,
if other than denominations of $1,000 in the case of registered
securities and any integral multiple thereof;
o the portion, or methods of determining the portion, of the
principal amount of the debt securities which we must pay upon
the acceleration of the maturity of the debt securities in
connection with an Event of Default (as described below), if
other than the full principal amount;
o the currency or currencies, including composite currencies or
currency units in which that series of debt securities may be
denominated or in which we will pay the principal of (and
premium, if any) or interest, if any, on that series of debt
securities, if other than United States dollars;
o provisions, if any, granting special rights to holders of the
debt securities upon the occurrence of specified events;
o any deletions from, modifications of or additions to the Events
of Default or our covenants with respect to the applicable
series of debt securities;
o the application, if any, of the terms of the indenture relating
to defeasance and covenant defeasance (which terms are described
below) to the debt securities and, if other than by a certified
resolution of the Board of Directors, the manner in which our
election to defease the debt securities will be evidenced;
o whether the subordination provisions summarized below or
different subordination provisions will apply to the debt
securities;
o the terms, if any, upon which the holders may convert or
exchange the debt securities into or for our common stock,
preferred stock or other securities or property;
o whether any of the debt securities will be issued in global form
and, if so, the terms and conditions upon which global debt
securities may be exchanged for certificated debt securities;
o any change in the right of the trustee or the requisite holders
of debt securities to declare the principal amount thereof due
and payable because of an Event of Default;
o the depositary for global or certificated debt securities;
o any special tax implications of the debt securities;
o any trustees, authenticating or paying agents, transfer agents
or registrars or other agents with respect to the debt
securities; and
o any other terms of the debt securities.
Unless otherwise specified in the applicable prospectus supplement,
debt securities will not be listed on any securities exchange.
Unless otherwise specified in the applicable prospectus supplement,
debt securities will be issued in fully-registered form without coupons.
Debt securities may be sold at a substantial discount below their
stated principal amount, bearing no interest or interest at a rate which at
the time of issuance is below market rates. The applicable prospectus
supplement will describe the federal income tax consequences and special
considerations applicable to any such debt securities. Debt securities may
also be issued as indexed securities or securities denominated in foreign
currencies, currency units or composite currencies, as described in more
detail in the prospectus supplement relating to any of the particular debt
securities. The prospectus supplement relating to specific debt securities
will also describe any special considerations and certain additional tax
considerations applicable to such debt securities.
Subordination
The prospectus supplement relating to any offering of subordinated
debt securities will describe the specific subordination provisions. However,
unless otherwise noted in the prospectus supplement, subordinated debt
securities will be subordinate and junior in right of payment to all of our
senior indebtedness, to the extent and in the manner set forth in the
subordinated indenture.
Under the subordinated indenture, "senior indebtedness" means all
obligations of ours in respect of any of the following, whether outstanding at
the date of execution of the subordinated indenture or thereafter incurred or
created:
o the principal of (and premium, if any) and interest due on
indebtedness of ours for borrowed money;
o all obligations guaranteed by us for the repayment of borrowed
money, whether evidenced or not evidenced by bonds, debentures,
notes or other written instruments;
o all obligations guaranteed by us evidenced by bonds, debentures,
notes or similar written instruments, including obligations
assumed or incurred in connection with the acquisition of
property, assets or businesses (provided, however, that the
deferred purchase price of any other business or property or
assets shall not be considered senior indebtedness if the
purchase price thereof is payable in full within 90 days from
the date on which such indebtedness was created);
o all obligations of ours as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally
accepted accounting principles;
o all obligations of ours for the reimbursement on any letter of
credit, banker's acceptance, security purchase facility or
similar credit transaction;
o all obligations of ours in respect of interest rate swap, cap or
other agreements, interest rate future or options contracts,
currency swap agreements, currency future or option contracts
and other similar agreements;
o all obligations of the types referred to above of other persons
for the payment of which we are responsible or liable as
obligor, guarantor or otherwise;
o all obligations of the types referred to above of other persons
secured by any lien on any property or asset of ours (whether or
not such obligation is assumed by us); and
o any amendments, renewals, extensions, modifications and
refundings of any of the above.
Senior indebtedness does not include:
o indebtedness or monetary obligations to trade creditors created
or assumed by us in the ordinary course of business in
connection with the obtaining of materials or services;
o indebtedness that is by its terms subordinated to or ranks equal
with the subordinated debt securities; and
o any indebtedness of ours to our affiliates (including all debt
securities and guarantees in respect of those debt securities
issued to any trust, partnership or other entity affiliated with
us that is a financing vehicle of ours in connection with the
issuance by such financing entity of preferred securities or
other securities guaranteed by us) unless otherwise expressly
provided in the terms of any such indebtedness.
Senior indebtedness shall continue to be senior indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such senior indebtedness.
Unless otherwise noted in the accompanying prospectus supplement, if
we default in the payment of any principal of (or premium, if any), interest
or any other payment due on any senior indebtedness when it becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, then, unless and until such default is cured or
waived or ceases to exist, we will make no direct or indirect payment (in
cash, property, securities, by set-off or otherwise) in respect of the
principal of or interest on the subordinated debt securities or in respect of
any redemption, retirement, purchase or other acquisition of any of the
subordinated debt securities.
In the event of the acceleration of the maturity of any subordinated
debt securities, the holders of all senior debt securities outstanding at the
time of such acceleration will first be entitled to receive payment in full of
all amounts due on the senior debt securities before the holders of the
subordinated debt securities will be entitled to receive any payment of
principal (and premium, if any) or interest on the subordinated debt
securities.
If any of the following events occurs, we will pay in full all senior
indebtedness before we make any payment or distribution under the subordinated
debt securities, whether in cash, securities or other property, to any holder
of subordinated debt securities:
o any dissolution or winding-up or liquidation or reorganization
of ours, whether voluntary or involuntary or in bankruptcy,
insolvency or receivership;
o any general assignment by us for the benefit of creditors; or
o any other marshaling of our assets or liabilities.
In such event, any payment or distribution under the subordinated
debt securities, whether in cash, securities or other property, which would
otherwise (but for the subordination provisions) be payable or deliverable in
respect of the subordinated debt securities, will be paid or delivered
directly to the holders of senior indebtedness or their representatives or
trustees in accordance with the priorities then existing among such holders as
calculated by us until all senior indebtedness has been paid in full. If any
payment or distribution under the subordinated debt securities is received by
the trustee of any subordinated debt securities in contravention of any of the
terms of the subordinated indenture and before all the senior indebtedness has
been paid in full, such payment or distribution will be received in trust for
the benefit of, and paid over or delivered to, the holders of the senior
indebtedness or their representatives or trustees at the time outstanding in
accordance with the priorities then existing among such holders as calculated
by us for application to the payment of all senior indebtedness remaining
unpaid to the extent necessary to pay all such senior indebtedness in full.
The subordinated indenture does not limit the issuance of additional
senior indebtedness.
Consolidation, Merger, Sale of Assets and Other Transactions
We may not (i) merge with or into or consolidate with another person
or sell, assign, transfer, lease or convey all or substantially all of our
properties and assets to, any other person other than a direct or indirect
wholly-owned subsidiary of ours, and (ii) no person may merge with or into or
consolidate with us or, except for any of our direct or indirect wholly-owned
subsidiaries, sell, assign, transfer, lease or convey all or substantially all
of its properties and assets to us, unless:
o we are the surviving corporation or the person formed by or
surviving such merger or consolidation or to which such sale,
assignment, transfer, lease or conveyance has been made, if
other than us, has expressly assumed by supplemental indenture
all our obligations under the debt securities and the
indentures;
o immediately after giving effect to such transaction, no default
or Event of Default has occurred and is continuing; and
o we deliver to the trustee an officers' certificate and an
opinion of counsel, each stating that the supplemental indenture
relating to the transaction complies with the applicable
Indenture.
Events of Default; Notice and Waiver
Unless an accompanying prospectus supplement states otherwise, the
following circumstances constitute "Events of Default" under the indentures
with respect to each series of debt securities:
o our failure to pay any interest on any debt security of such
series when due and payable, continued for 30 days; provided,
however, that a valid extension of an interest payment period in
accordance with the terms of the debt security of such series
shall not constitute a default in the payment of interest for
this purpose;
o our failure to pay principal (or premium, if any) on any debt
security of such series when due, regardless of whether such
payment became due because of maturity, redemption, acceleration
or otherwise, or is required by any sinking fund established
with respect to such series; provided, however, that a valid
extension of the maturity of such debt security in accordance
with the terms of the debt securities of that series shall not
constitute a default in the payment of principal (or premium, if
any) for this purpose;
o our failure to observe or perform any other of our covenants or
agreements with respect to such debt securities for 90 days
after we receive notice of such failure; and
o certain events of bankruptcy, insolvency or reorganization.
If an Event of Default with respect to any debt securities of any
series outstanding under either of the indentures shall occur and be
continuing, the trustee under such indenture or the holders of at least 25% in
aggregate principal amount of the debt securities of that series outstanding
may declare, by notice as provided in the applicable indenture, the principal
amount (or such lesser amount as may be provided for in the debt securities of
that series) of all the debt securities of that series outstanding to be due
and payable immediately; provided that, in the case of an Event of Default
involving certain events in bankruptcy, insolvency or reorganization,
acceleration is automatic; and, provided further, that after such
acceleration, but before a judgment or decree based on acceleration, the
holders of a majority in aggregate principal amount of the outstanding debt
securities of that series may, under certain circumstances, rescind and annul
such acceleration if all Events of Default, other than the nonpayment of
accelerated principal, have been cured or waived. Upon the acceleration of the
maturity of original issue discount securities, an amount less than the
principal amount thereof will become due and payable. Reference is made to the
prospectus supplement relating to any original issue discount securities for
the particular provisions relating to acceleration of maturity thereof.
Any past default under either indenture with respect to debt
securities of any series, and any Event of Default arising therefrom, may be
waived by the holders of a majority in principal amount of all debt securities
of such series outstanding under such indenture, except in the case of (i)
default in the payment of the principal of (or premium, if any) or interest on
any debt securities of such series or (ii) default in respect of a covenant or
provision which may not be amended or modified without the consent of the
holder of each outstanding debt security of such series affected.
The trustee is required, within 90 days after the occurrence of a
default (which is known to the trustee and is continuing), with respect to the
debt securities of any series (without regard to any grace period or notice
requirements), to give to the holders of the debt securities of such series
notice of such default; provided, however, that, except in the case of a
default in the payment of the principal of (and premium, if any) or interest,
on any debt securities of such series, the trustee shall be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interests of the holders of the debt securities of such
series.
The trustee, subject to its duties during default to act with the
required standard of care, may require indemnification by the holders of the
debt securities of any series with respect to which a default has occurred
before proceeding to exercise any right or power under the indenture at the
request of the holders of the debt securities of such series. Subject to such
right of indemnification and to certain other limitations, the holders of a
majority in principal amount of the outstanding debt securities of any series
under either indenture may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
power conferred on the trustee with respect to the debt securities of such
series.
No holder of a debt security of any series may institute any action
against us under either of the indentures (except actions for payment of
overdue principal of (and premium, if any) or interest on such debt security
or for the conversion or exchange of such debt security in accordance with its
terms) unless (i) the holder has given to the trustee written notice of an
Event of Default and of the continuance thereof with respect to the debt
securities of such series specifying an Event of Default, as required under
the applicable indenture, (ii) the holders of at least 25% in aggregate
principal amount of the debt securities of that series then outstanding under
such indenture shall have requested the trustee to institute such action and
offered to the trustee indemnity reasonably satisfactory to it against the
costs, expenses and liabilities to be incurred in compliance with such request
and (iii) the trustee shall not have instituted such action within 60 days of
such request during which time the holders of a majority in principal amount
of the debt securities of that series do not give the trustee a direction
inconsistent with that request.
We are required to furnish annually to the trustee statements as to
our compliance with all conditions and covenants under each indenture.
Discharge, Defeasance and Covenant Defeasance
If indicated in the applicable prospectus supplement, we may
discharge or defease our obligations under each indenture as set forth below.
We may discharge certain obligations to holders of any series of debt
securities issued under either the senior indenture or the subordinated
indenture which have not already been delivered to the trustee for
cancellation and which have either become due and payable or are by their
terms due and payable within one year (or scheduled for redemption within one
year) by irrevocably depositing with the trustee cash or, in the case of debt
securities payable only in U.S. dollars, U.S. government obligations (as
defined in either indenture), as trust funds in an amount certified to be
sufficient to pay when due, whether at maturity, upon redemption or otherwise,
the principal of (and premium, if any) and interest on such debt securities.
If indicated in the applicable prospectus supplement, we may elect
either (i) to defease and be discharged from any and all obligations with
respect to the debt securities of or within any series (except as otherwise
provided in the relevant indenture) ("defeasance") or (ii) to be released from
its obligations with respect to certain covenants applicable to the debt
securities of or within any series ("covenant defeasance"), upon the deposit
with the relevant indenture trustee, in trust for such purpose, of money
and/or government obligations which through the payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient, without reinvestment, to pay the principal of (and premium, if
any) or interest on such debt securities to maturity or redemption, as the
case may be, and any mandatory sinking fund or analogous payments thereon. As
a condition to defeasance or covenant defeasance, we must deliver to the
trustee an opinion of counsel to the effect that the holders of such debt
securities will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance or covenant defeasance and will be
subject to federal income tax on the same amounts and in the same manner and
at the same times as would have been the case if such defeasance or covenant
defeasance had not occurred. Such opinion of counsel, in the case of
defeasance under clause (i) above, must refer to and be based upon a ruling of
the Internal Revenue Service or a change in applicable federal income tax law
occurring after the date of the relevant indenture. In addition, in the case
of either defeasance or covenant defeasance, we shall have delivered to the
trustee (i) an officers' certificate to the effect that the relevant debt
securities exchange(s) have informed it that neither such debt securities nor
any other debt securities of the same series, if then listed on any securities
exchange, will be delisted as a result of such deposit and (ii) an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent with respect to such defeasance or covenant defeasance have been
complied with. Finally, the deposit may not result in (i) an Event of Default,
and no Event of Default may occur for 90 days following the deposit, (ii) a
breach or violation of, or constitute a default under, any indenture or other
agreement or instrument for borrowed money, pursuant to which more than
$100,000,000 principal amount is then outstanding, to which we are a party or
by which we are bound or (iii) the trust arising from such deposit
constituting an investment company within the meaning of the Investment
Company Act unless such trust shall be registered under the Investment Company
Act or exempt from registration thereunder.
We may exercise our defeasance option with respect to such debt
securities notwithstanding our prior exercise of our covenant defeasance
option.
Modification and Waiver
Under the indentures, we and the applicable trustee may supplement
the indentures for certain purposes which would not materially adversely
affect the interests or rights of the holders of debt securities of a series
without the consent of those holders. We and the applicable trustee may also
modify the indentures or any supplemental indenture in a manner that affects
the interests or rights of the holders of debt securities with the consent of
the holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each affected series issued under the
indenture. However, the indentures require the consent of each holder of debt
securities that would be affected by any modification which would:
o extend the fixed maturity of any debt securities of any series,
or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof;
o reduce the amount of principal of an original issue discount
debt security or any other debt security payable upon
acceleration of the maturity thereof;
o change the currency in which any debt security or any premium or
interest is payable;
o impair the right to institute suit for any payment on or with
respect to any debt security;
o reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is
required for modification or amendment of the indentures or for
waiver of compliance with certain provisions of the indentures
or for waiver of certain defaults;
o reduce the requirements contained in the indentures for quorum
or voting; or
o modify any of the above provisions.
The indentures permit the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of any series issued under
the indenture which is affected by the modification or amendment to waive our
compliance with certain covenants contained in the indentures.
Debt securities will not be considered outstanding, and therefore not
eligible to vote, if we have deposited or set aside in trust for the holders
money for their payment or redemption.
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement,
payment of interest on a debt security on any interest payment date will be
made to the person in whose name a debt security is registered at the close of
business on the record date for the interest payment, which will be specified
in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and premium on the debt securities of a particular series
will be payable at the office of such paying agent or paying agents as we may
designate for such purpose from time to time. Notwithstanding the foregoing,
at our option, payment of any interest may be made by check mailed to the
address of the person entitled thereto as such address appears in the security
register.
Unless otherwise indicated in the applicable prospectus supplement, a
paying agent designated by us and located in the Borough of Manhattan, The
City of New York will act as paying agent for payments with respect to debt
securities of each series. All paying agents initially designated by us for
the debt securities of a particular series will be named in the applicable
prospectus supplement. We may at any time designate additional paying agents
or rescind the designation of any paying agent or approve a change in the
office through which any paying agent acts, except that we will be required to
maintain a paying agent in each place of payment for the debt securities of a
particular series.
Form, Exchange and Transfer
The debt securities of each series may be issued as registered
securities, as bearer securities (with or without coupons) or both. Unless
otherwise specified in the applicable prospectus supplement, if any,
registered securities will be issued in denominations of $1,000 and any
integral multiple thereof. Subject to the terms of the indenture and the
limitations applicable to global securities described in the applicable
prospectus supplement, if any, registered securities will be exchangeable for
other registered securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations applicable
to global securities set forth in the applicable prospectus supplement, debt
securities issued as registered securities may be presented for exchange or
for registration of transfer (duly endorsed or with the form of transfer duly
executed) at the office of the security registrar or at the office of any
transfer agent designated by us for that purpose. Unless otherwise provided in
the debt securities to be transferred or exchanged, no service charge will be
made for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges. Any transfer agent initially
designated by us for any debt securities will be named in the applicable
prospectus supplement. We may at any time designate additional transfer agents
or rescind the designation of any transfer agent or approve a change in the
office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities
of each series.
If the debt securities of any series are to be redeemed, we will not
be required to:
o issue, register the transfer of, or exchange any debt securities
of that series during a period beginning at the opening of
business 15 days before any selection of debt securities for
redemption and ending at the close of business on the day of
mailing of the relevant notice of redemption; or
o register the transfer of or exchange any debt securities so
selected for redemption, in whole or in part, except the
unredeemed portion of any registered security being redeemed in
part.
Global Securities
The debt securities of each series may be issued in whole or in part
in global form. A debt security in global form will be deposited with, or on
behalf of, a depositary, which will be named in an applicable prospectus
supplement. A global security may be issued in either registered or bearer
form and in either temporary or definitive form. A global debt security may
not be transferred, except as a whole, among the depositary for that debt
security and/or its nominees and/or successors. If any debt securities of a
series are issuable as global securities, the applicable prospectus supplement
will describe any circumstances when beneficial owners of interests in that
global security may exchange their interests for definitive debt securities of
like series and tenor and principal amount in any authorized form and
denomination, the manner of payment of principal of and interest, if any, on
that global debt security and the specific terms of the depositary arrangement
with respect to that global debt security.
Governing Law
The indentures and debt securities will be governed by, and construed
in accordance with, the internal laws of the State of New York.
Concerning the Trustee
We anticipate appointing the trustee under the indenture as the
paying agent, conversion agent, registrar and custodian with regard to debt
securities. The trustee and/or its affiliates may in the future provide
banking and other services to us in the ordinary course of their respective
businesses.
Conversion or Exchange Rights
The prospectus supplement will describe the terms, if any, on which a
series of debt securities may be convertible into or exchangeable for our
common stock, preferred stock or other debt securities. These terms will
include provisions as to whether conversion or exchange is mandatory, at the
option of the holder or at our option. These provisions may allow or require
the number of shares of our common stock or other securities to be received by
the holders of such series of debt securities to be adjusted.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 100,000,000 shares of Common
Stock and 20,000,000 shares of Preferred Stock, of which 100,000 shares have
been designated Series A preferred stock. No Preferred Stock is outstanding as
of the date of this prospectus. Of the 100,000,000 shares of Common Stock
authorized, 69,202,681 shares were outstanding as of June 30, 2005, and
9,280,123 shares have been reserved for issuance pursuant to certain employee
benefits plans as of June 30, 2005. The following is a summary description of
all material terms and provisions relating to our capital stock, Certificate
of Incorporation (the "Certificate of Incorporation") and Amended and Restated
Bylaws (the "Bylaws"), but is qualified by reference to the Certificate of
Incorporation and Bylaws, copies of which are filed as exhibits to the
registration statement of which this prospectus forms a part.
Common Stock
Voting Rights. Each holder of shares of our common stock is entitled
to attend all special and annual meetings of our stockholders. The holders of
our common stock have one vote for each share held on all matters voted upon
by our stockholders, including the election of directors.
Dividends. Except for any preferential rights of holders of any
preferred stock that may then be issued and outstanding and any other class or
series of stock having a preference over the common stock, holders of our
common stock are entitled to receive dividends when declared by our board of
directors, from legally available funds.
Other Rights. On our liquidation, dissolution or winding up, after
payment in full of the amounts required to be paid to holders of preferred
stock, if any, all holders of common stock are entitled to share ratably in
any assets available for distribution to holders of shares of common stock. No
shares of common stock are subject to redemption or have preemptive rights to
purchase additional shares of common stock.
Listing. The common stock is listed on the New York Stock Exchange
under the symbol "UTR."
Transfer Agent and Registrar. The transfer agent and registrar for
the common stock is Wachovia Bank, N.A.
Preferred Stock
As of the date of this prospectus, no shares of preferred stock are
outstanding. 100,000 shares have been designated Series A preferred stock. The
Board of Directors may authorize the issuance of preferred stock in one or
more series and may determine, with respect to any such series, the powers,
preferences and rights of such series, and its qualifications, limitations and
restrictions, including, without limitation:
(i) the designation of the series;
(ii) the number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the designations
for such series) increase or decrease (but not below the number of shares of
such series then outstanding);
(iii) whether dividends, if any, will be cumulative or noncumulative
and the dividend rate of the series;
(iv) the conditions upon which and the dates at which dividends, if
any, will be payable, and the relation that such dividends, if any, will bear
to the dividends payable on any other class or classes of Stock;
(v) the redemption rights and price or prices, if any, for shares of
the series;
(vi) the terms and amounts of any sinking fund provided for the
purchase or redemption of shares of the series;
(vii) the amounts payable on and the preferences, if any, of shares
of the series, in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of Unitrin, Inc.;
(viii) whether the shares of the series will be convertible or
exchangeable into shares of any other class or series, or any other security
of ours or any other entity, and, if so, the specification of such other class
or series or such other security, the conversion price or prices or exchange
rate or rates, any adjustments thereof, the date or dates as of which such
shares will be convertible or exchangeable and all other terms and conditions
upon which such conversion or exchange may be made; and
(ix) the voting rights, in addition to the voting rights provided by
law, if any, of the holders of shares of such series.
The authorized shares of preferred stock will be available for
issuance without further action by our shareholders unless such action is
required by applicable law or the rules of any stock exchange or automated
quotation system on which our securities may be listed or traded. The NYSE
currently requires shareholder approval as a prerequisite to listing shares in
several circumstances, including where the present or potential issuance of
shares could result in an increase in the number of shares of common stock
outstanding, or in the amount of voting securities outstanding, of at least
20%.
Although the Board of Directors has no current intention of doing so,
it could issue a series of preferred stock that could, depending on the terms
of such series, impede the completion of a merger, tender offer or other
takeover attempt. The Board of Directors will make any determination to issue
such shares based on its judgment as to the best interests of Unitrin and its
shareholders. The Board of Directors, in so acting, could issue preferred
stock having terms that could discourage a potential acquirer from making,
without first negotiating with the Board of Directors, an acquisition attempt
through which such acquirer may be able to change the composition of the Board
of Directors, including a tender offer or other transaction that some, or a
majority, of our shareholders might believe to be in their best interests or
in which shareholders might receive a premium for their stock over the then
current market price of such stock.
Provisions With Possible Anti-Takeover Effects
Various provisions of the Delaware General Corporation Law and our
Certificate of Incorporation and Bylaws, as well as the shareholder rights
plan adopted by us and described below, may make more difficult the
acquisition of control of us by means of a tender offer, open market
purchases, a proxy fight or other means that are not approved by our board of
directors but that a shareholder might consider to be in such shareholder's
best interest.
The summary set forth below describes certain provisions of the
Certificate of Incorporation and Bylaws. The summary is qualified in its
entirety by reference to the provisions of the Certificate of Incorporation
and Bylaws, copies of which are filed as exhibits to the registration
statement of which this prospectus forms a part.
Charter and Bylaw Provisions
Article Six of the Certificate of Incorporation and Article II of the
Bylaws provide that a special meeting of the shareholders may be called only
by the Chairman of the Board or by a majority of the Board of Directors then
in office.
Article Six of the Certificate of Incorporation also provides that
shareholders may not take any action by written consent.
Article II of the Bylaws requires that any nomination for election to
the Board of Directors by a shareholder must be delivered to the Secretary not
less than sixty (60) nor more than ninety (90) days prior to the anniversary
of the preceding year's annual meeting.
Business Combinations
Article Seven of the Certificate of Incorporation places certain
restrictions on the following transactions with a direct or indirect
beneficial owner (including certain former beneficial owners and successors to
such beneficial owners) of more than 15% of the voting power of Unitrin's
outstanding voting stock (an "interested shareholder"):
(i) any merger or consolidation of Unitrin or any subsidiary with any
interested shareholder or any other person (whether or not itself an
interested shareholder) which is, or after such merger or consolidation would
be, an affiliate of an interested shareholder; or
(ii) any sale, lease exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
interested shareholder or any affiliate of any interested shareholder of any
assets of Unitrin or any subsidiary having an aggregate fair market value of
$10,000,000 or more; or
(iii) the issuance or transfer by Unitrin or any subsidiary (in one
transaction or a series of transactions) of any securities of Unitrin or any
subsidiary to any interested shareholder or any affiliate of any interested
shareholder in exchange for cash, securities or other property (or a
combination thereof) having an aggregate fair market value of $10,000,000 or
more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of Unitrin proposed by or on behalf of any interested shareholder
or any affiliate of any interested shareholder; or
(v) any reclassification of securities (including any reverse stock
split or recapitalization of Unitrin) or any merger or consolidation of
Unitrin with any of its subsidiaries or any other transaction (whether or not
with or into or otherwise involving any interested shareholder) which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities of Unitrin
or any subsidiary beneficially owned by any interested shareholder or any
affiliate of any interested shareholder.
We may only enter into one of the transactions described above if :
(i) the transaction has been approved by a majority of our
"continuing directors," being (1) members of our original Board of Directors,
(2) persons unaffiliated with an interested shareholder who were members of
the Board of Directors prior to such person or entity becoming an interested
shareholder, or (3) successors of continuing directors who were recommended to
succeed continuing directors by a majority of continuing directors then on the
Board; or
(ii) the transaction has been approved by the affirmative vote of 75%
of the voting power of our outstanding voting stock, voting together as a
single class, the consideration to be received by the holders of each class or
series of our capital stock is not less than the highest price paid by the
Interested Shareholder for any shares of such class or series during the
preceding 24 months and is either in cash or in the form of consideration
previously used by the Interested Shareholder to acquire the largest number of
shares of such class or series previously acquired by such Interested
Shareholder and certain other conditions have been met.
Business Combination Statute
As a Delaware corporation, we are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents an
interested stockholder (defined generally as a person owning 15% or more of
our outstanding voting stock) from engaging in a business combination with us
for three years following the date that person became an interested
stockholder unless:
o before that person became an interested stockholder, our board
of directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination;
o upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of our outstanding
voting stock at the time the transaction commenced (excluding
stock held by persons who are both directors and officers or by
certain employee stock plans); or
o on or following the date on which that person became an
interested stockholder, the business combination is approved by
our Board of Directors and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least
66 2/3% of our outstanding voting stock (excluding shares held
by the interested stockholder).
A business combination includes mergers, asset sales and certain
other transactions resulting in a financial benefit to the interested
stockholder.
Shareholder Rights Plan
On August 4, 2004, our Board of Directors declared a dividend
distribution of one new right (a "Right") for each outstanding share of Common
Stock to stockholders of record at the close of business on August 16, 2004
(the "Record Date"). These new Rights replaced the previously outstanding
rights which had expired in accordance with their terms on August 3, 2004.
Each Right entitles the registered holder to purchase from us a unit
consisting of one one-thousandth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $0.10 per share (the "Series A Junior
Participating Preferred Stock") at a Purchase Price of $150.00 per Unit,
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement (the "2004 Rights Agreement") between Unitrin and
Wachovia Bank, National Association, as Rights Agent, which is included as
Exhibit 4.1 herein.
Subject to certain exceptions specified in the Rights Agreement, the
Rights will separate from the Common Stock and a "Distribution Date" will
occur upon the earlier of: (i) ten business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more (22% or
more in the case of our existing stockholder, Singleton Group LLC, and certain
related persons) of our outstanding shares of Common Stock (the "Stock
Acquisition Date"), other than as a result of repurchases of stock by us or
certain inadvertent actions by institutional or certain other stockholders; or
(ii) ten business days (or such later date as the Board shall determine)
following the commencement of a tender offer or exchange offer that would
result in a person or group becoming an Acquiring Person.
The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M. (New York City time) on August 4, 2014, unless such date
is extended or the Rights are earlier redeemed or exchanged by us.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate and to otherwise
be in the best interests of Unitrin and its stockholders, after receiving
advice from one or more investment banking firms, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of Unitrin) having a
value equal to two times the exercise price of the Right. Notwithstanding any
of the foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void. However, Rights are not exercisable following the occurrence of
the event set forth above until such time as the Rights are no longer
redeemable by us.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by such person or group of fifty percent or more of our
outstanding shares of Common Stock, we may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or in
part, at an exchange ratio of one share of Common Stock, or one one-thousandth
of a share of Preferred Stock (or of a share of a class or series of our
preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment). At any time until ten business days following
the Stock Acquisition Date, we may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by our Board of Directors).
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, preferred stock or
common stock (collectively, the "underlying warrant securities"), and such
warrants may be issued independently or together with any such underlying
warrant securities and may be attached to or separate from such underlying
warrant securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a warrant agent. The
warrant agent will act solely as our agent in connection with the warrants of
such series and will not assume any obligation or relationship of agency for
or with holders or beneficial owners of warrants.
The applicable prospectus supplement will describe the specific terms
of any warrants offered thereby, including: (i) the title of such warrants;
(ii) the aggregate number of such warrants; (iii) the price or prices at which
such warrants will be issued; (iv) the currency or currencies, including
composite currencies, in which the exercise price of such warrants may be
payable; (v) the designation and terms of the underlying warrant securities
purchasable upon exercise of such warrants; (vi) the price at which the
underlying warrant securities purchasable upon exercise of such warrants may
be purchased; (vii) the date on which the right to exercise such warrants
shall commence and the date on which such right shall expire; (viii) whether
such warrants will be issued in registered form or bearer form; (ix) if
applicable, the minimum or maximum amount of such warrants which may be
exercised at any one time; (x) if applicable, the designation and terms of the
underlying warrant securities with which such warrants are issued and the
number of such warrants issued with each such underlying warrant security;
(xi) if applicable, the date on and after which such warrants and the related
underlying warrant securities will be separately transferable; (xii)
information with respect to book-entry procedures, if any; (xiii) if
applicable, a discussion of certain United States federal income tax
considerations; and (xiv) any other terms of such warrants, including terms,
procedures and limitations relating to the exchange and exercise of such
warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating
holders to purchase from or sell to us, and obligating us to sell to or
purchase from the holders, a specified number of shares of common stock or
preferred stock at a future date or dates, which we refer to in this
prospectus as stock purchase contracts. The price per share of the securities
and the number of shares of the securities may be fixed at the time the stock
purchase contracts are issued or may be determined by reference to a specific
formula set forth in the stock purchase contracts, and may be subject to
adjustment under anti-dilution formulas. The stock purchase contracts may be
issued separately or as part of units consisting of a stock purchase contract
and debt securities, preferred stock or debt obligations of third parties,
including United States treasury securities, any other securities described in
the applicable prospectus supplement or any combination of the foregoing,
securing the holders' obligations to purchase the securities under the stock
purchase contracts, which we refer to herein as stock purchase units. The
stock purchase contracts may require holders to secure their obligations under
the stock purchase contracts in a specified manner. The stock purchase
contracts also may require us to make periodic payments to the holders of the
stock purchase contracts or the stock purchase units, as the case may be, or
vice versa, and those payments may be unsecured or pre-funded on some basis.
The applicable prospectus supplement will describe the terms of any
stock purchase contracts or stock purchase units offered thereby and will
contain a discussion of any material federal income tax considerations
applicable to the stock purchase contracts and stock purchase units. The
description of the stock purchase contracts or stock purchase units contained
in this prospectus is not complete and the description in any applicable
prospectus supplement will not necessarily be complete, and reference will be
made to the stock purchase contracts, and, if applicable, collateral or
depositary arrangements relating to the stock purchase contracts or stock
purchase units, which will be filed with the SEC each time we issue stock
purchase contracts or stock purchase units. If any particular terms of the
stock purchase contracts or stock purchase units described in the applicable
prospectus supplement differ from any of the terms described herein, then the
terms described herein will be deemed superseded by that prospectus
supplement.
PLAN OF DISTRIBUTION
We may sell the common stock, preferred stock, any series of debt
securities, warrants, stock purchase contracts and stock purchase units being
offered hereby in one or more of the following ways from time to time:
o to underwriters or dealers for resale to the public or to
institutional investors;
o directly to institutional investors; or
o through agents to the public or to institutional investors.
The prospectus supplement with respect to each series of securities
will state the terms of the offering of the securities, including:
o the name or names of any underwriters or agents;
o the purchase price of the securities and the proceeds to be
received by us from the sale;
o any underwriting discounts or agency fees and other items
constituting underwriters' or agents' compensation;
o any initial public offering price;
o any discounts or concessions allowed or reallowed or paid to
dealers; and
o any securities exchange on which the securities may be listed.
If we use underwriters in the sale, the securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including:
o negotiated transactions;
o at a fixed public offering price or prices, which may be
changed;
o at market prices prevailing at the time of sale;
o at prices related to prevailing market prices; or
o at negotiated prices.
If dealers are utilized in the sale of offered securities, we will
sell such offered securities to the dealers as principals. The dealers may
then resell such offered securities to the public at varying prices to be
determined by such dealers at the time of resale. The names of the dealers and
the terms of the transaction will be set forth in the prospectus supplement
relating to that transaction.
We may solicit offers to purchase securities directly from the public
from time to time. We may also designate agents from time to time to solicit
offers to purchase securities from the public on our behalf. The prospectus
supplement relating to any particular offering of securities will name any
agents designated to solicit offers, and will include information about any
commissions we may pay the agents, in that offering. Agents may be deemed to
be "underwriters" as that term is defined in the Securities Act.
We may sell securities from time to time to one or more underwriters,
who would purchase the securities as principal for resale to the public,
either on a firm-commitment or best-efforts basis. If we sell securities to
underwriters, we may execute an underwriting agreement with them at the time
of sale and will name them in the applicable prospectus supplement. In
connection with those sales, underwriters may be deemed to have received
compensation from us in the form of underwriting discounts or commissions and
may also receive commissions from purchasers of the securities for whom they
may act as agents. Underwriters may resell the securities to or through
dealers, and those dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from
purchasers for whom they may act as agents. The applicable prospectus
supplement will include any required information about underwriting
compensation we pay to underwriters, and any discounts, concessions or
commissions underwriters allow to participating dealers, in connection with an
offering of securities.
As one of the means of direct issuance of offered securities, we may
utilize the service of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the offered securities among potential
purchasers who are eligible to participate in the action or offering of such
offered securities, if so described in the applicable prospectus supplement.
If so indicated in the applicable prospectus supplement, we will
authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase offered securities from us at the public offering
price set forth in such prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in
the prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts.
The securities may also be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, or
otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for us. The prospectus supplement will identify any
remarketing firm and will describe the terms of its agreement, if any, with us
and its compensation.
In connection with an offering of securities hereunder and under the
applicable prospectus supplement, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created
by short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from us in the offering. The underwriters
may close out any covered short position by either exercising their option to
purchase additional shares or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the overallotment option. "Naked" short sales are any
sales in excess of such option. The underwriters must close out any naked
short position by purchasing shares in the open market. A naked short position
is more likely to be created if the underwriters are concerned that there may
be downward pressure on the price of the common stock in the open market after
pricing that could adversely affect investors who purchase in the offering.
Stabilizing transactions consist of various bids for or purchases of common
stock made by the underwriters in the open market prior to the completion of
the offering.
The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives have
repurchased shares sold by or for the account of such underwriter in
stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing transactions may
have the effect of preventing or retarding a decline in the market price of
our stock, and together with the imposition of the penalty bid, may stabilize,
maintain or otherwise affect the market price of the common stock. As a
result, the price of the common stock may be higher than the price that
otherwise might exist in the open market. If these activities are commenced,
they may be discontinued at any time. These transactions may be effected on
the New York Stock Exchange, in the over-the-counter market or otherwise.
Underwriters, dealers, agents and remarketing firms may be entitled
under agreements entered into with us to indemnification by us against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the underwriters, dealers, agents
and remarketing firms may be required to make. Underwriters, dealers, agents
and remarketing agents may be customers of, engage in transactions with, or
perform services in the ordinary course of business for us and/or our
affiliates.
Each series of securities will be a new issue of securities and will
have no established trading market other than the common stock which is listed
on the New York Stock Exchange. Any common stock sold will be listed on the
New York Stock Exchange, upon official notice of issuance. The securities,
other than the common stock, may or may not be listed on a national securities
exchange. Any underwriters to whom securities are sold by us for public
offering and sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any
time without notice. No assurance can be given as to the liquidity or trading
market for any of the securities.
Unless otherwise indicated in the applicable prospectus supplement or
confirmation of sale, the purchase price of the securities will be required to
be paid in immediately available funds in New York City.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement,
Skadden, Arps, Slate, Meagher & Flom LLP will act as counsel to Unitrin.
EXPERTS
The consolidated financial statements, the related financial
statement schedules, and management's report on internal control incorporated
in this Registration Statement by reference from Unitrin's Annual Report on
Form 10-K for the year ended December 31, 2004, have been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in
their reports, which are incorporated herein by reference and have been so
incorporated in reliance upon the reports of such firm given their authority
as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of the securities will be
borne by the registrant. Such expenses are estimated to be as follows:
Securities and Exchange Commission Registration Fee...... $ 35,310
NYSE Filing Fee.......................................... *
Trustees' Fees and Expenses.............................. *
Printing and Engraving Fees and Expenses................. *
Accounting Fees and Expenses............................. *
Legal Fees............................................... *
Miscellaneous............................................ *
----------------------
Total.................................................... $ 35,310
======================
*To be provided by amendment
Item 15. Indemnification of Directors and Officers.
Under the General Corporation Law of the State of Delaware (the
"DGCL"), 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 or her service as a director,
officer, employee or agent of the corporation, or, at the corporation's
request, as a director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees) and judgments, fines
and amounts paid in settlement that he or she actually and reasonably incurred
in connection with the defense or settlement of such action, provided that
such person acted in good faith and in a manner he or she 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
such conduct was unlawful. In connection with an action by or in the right of
the corporation, the DGCL also permits a corporation to indemnify any such
person under the same conditions described in the preceding sentence, but if
such person has been judged liable to the corporation, then the
indemnification is permissible only to the extent deemed proper by the court.
The DGCL also provides for mandatory indemnification of any director, officer,
employee or agent against expenses actually and reasonably incurred to the
extent such person has been successful in the defense of any proceeding
covered by the statute. In addition, the DGCL authorizes advance payment of
expenses incurred by a director or officer in defending an action upon receipt
of an undertaking by or on behalf of such person to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
corporation.
The Certificate of Incorporation and the Amended and Restated Bylaws
("Bylaws") of the Company provide for indemnification of the directors and
officers of the Company and for advancement of expenses incurred by a director
or officer in defending an action to the fullest extent permitted by current
Delaware law. The Certificate of Incorporation and the Bylaws of the Company
eliminate the personal liability of a director to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
but not with regard to a director's liability for breach of duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, willful or negligent violation of DGCL provisions
regarding dividend payments or stock purchase or redemption, or any
transaction from which the director derived an improper personal benefit.
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 16. List of Exhibits.
The Exhibits to this registration statement are listed in the Index
to Exhibits on page II-6.
Item 17. Undertakings.
The undersigned registrant 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 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 prospectus filed with the
Commission pursuant to Rule 424(b) (ss. 230.424(b) of
Chapter II of Title 17 of the Code of Federal
Regulations) 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
effective 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;
provided, however, that paragraphs (1)(i) and (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 Commission by the registrant 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; and
(4) that, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the registrant'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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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 the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act
and will be governed by the final adjudication of such issue.
(5) that for the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective;
(6) that for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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; and
(7) to file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of section 310 of the
Trust Indenture Act ("Act") in accordance with the rules and regulations
prescribed by the Commission under section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 August
3, 2005.
UNITRIN, INC.
By /s/ Eric J. Draut
---------------------------------------
Name: Eric J. Draut
Title: Chief Financial Officer and
Executive Vice President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Eric J. Draut and Scott Renwick and each of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her in his or her name, place and stead, in any and all capacities,
to sign any and all amendments to this registration statement and any
additional registration statement pursuant to Rule 462(b) under the Securities
Act of 1933 and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that 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 indicated on August 3, 2005.
Signature Title
--------- -----
/s/ Richard C. Vie Chairman of the Board of Directors
----------------------------------- and Chief Executive Officer
Richard C. Vie (principal executive officer)
/s/ Donald G. Southwell President, Chief Operating Officer
----------------------------------- and Director
Donald G. Southwell
/s/ Eric J. Draut Executive Vice President, Chief
----------------------------------- Financial Officer and Director
Eric J. Draut (principal financial officer)
/s/ Richard Roeske Vice President and Chief Accounting
----------------------------------- Officer (principal accounting
Richard Roeske officer)
/s/ James E. Annable Director
-----------------------------------
James E. Annable
/s/ Donald V. Fites Director
-----------------------------------
Donald V. Fites
/s/ Douglas G. Geoga Director
-----------------------------------
Douglas G. Geoga
/s/ Reuben L. Hedlund Director
-----------------------------------
Reuben L. Hedlund
/s/ William E. Johnston Director
-----------------------------------
William E. Johnston
/s/ Wayne Kauth Director
-----------------------------------
Wayne Kauth
/s/ Ann E. Ziegler Director
-----------------------------------
Ann E. Ziegler
EXHIBIT INDEX
1.1 Form of Underwriting Agreement for debt securities.**
1.2 Form of Underwriting Agreement for preferred stock.**
1.3 Form of Underwriting Agreement for common stock.**
3.1 Certificate of Incorporation of Unitrin, Inc. (Incorporated herein
by reference to Exhibit 3.1 to our Registration Statement on Form
S-3 filed May 9, 2002, Registration No. 333-87866.)
3.2 Amended and Restated Bylaws of Unitrin, Inc. (Incorporated herein
by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004).
4.1 Rights Agreement, dated as of August 4, 2004, between Unitrin, Inc.
and Wachovia Bank, National Association, including the Form of
Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock, the Form of Rights
Certificate and the Summary of Rights to Purchase Preferred Stock
(Incorporated herein by reference to Exhibit 4.1 to our Current
Report on Form 8-K dated August 6, 2004).
4.2 Senior Indenture dated as of June 26, 2002, by and between Unitrin,
Inc. and BNY Midwest Trust Company as Trustee (Incorporated herein
by reference to Exhibit 4.1 to our Current Report on Form 8-K dated
July 1, 2002).
4.3 Form of Subordinated Indenture (Incorporated herein by reference to
Exhibit 4.2 to our Registration Statement on Form S-3 filed May 9,
2002, Registration No. 333-87866).
4.4 Officer's Certificate, including form of Senior Note with respect
to our 5.75% Senior Notes due July 1, 2007 (Incorporated herein by
reference to Exhibit 4.2 to our Current Report on Form 8-K filed
July 1, 2002).
4.5 Officer's Certificate, including form of Senior Note with respect
to our 4.875% Senior Notes due November 1, 2010 (Incorporated
herein by reference to Exhibit 4.2 to our Current Report on Form
8-K filed October 30, 2003).
4.6 Form of any Senior Note. **
4.7 Form of any Subordinated Note. **
4.8 Form of any certificate of designation, preferences and rights. **
4.9 Form of Debt Warrant Agreement. **
4.10 Form of Debt Warrant Certificate (included in Exhibit 4.6).
4.11 Form of Stock Warrant Agreement. **
4.12 Form of Stock Warrant Certificate (included in Exhibit 4.8).
4.13 Form of Stock Purchase Agreement. **
4.14 Form of Stock Purchase Unit. **
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. *
12.1 Statement Re: Computation of Ratio of Earnings to Fixed Charges. *
23.1 Consent of Deloitte & Touche LLP, independent accountants. *
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature pages hereto).
25.1 Statement of Eligibility on Form T-1 of the Trustee under the
Senior Indenture. **
25.2 Statement of Eligibility on Form T-1 of the Trustee under the
Subordinated Indenture. **
-------------------
* Filed herewith
** To be filed by an amendment or as an exhibit to a document
filed under the Securities Exchange Act of 1934, as amended,
and incorporated by reference herein.