UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 05/07/2008
Unitrin, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-18298
| DE | 95-4255452 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One East Wacker Drive, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure |
Attached as Exhibits 99.1 and 99.2 are the script and slide presentation for the informal portion of the May 7, 2008 Annual Shareholders Meeting of Unitrin, Inc. (the “Company”). These presentation materials are also available on the Company’s website at www.unitrin.com.
The information contained in this Report is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (“Securities Act”), except as expressly stated in such filing.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Report 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 and Section 21E of the Exchange Act. 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 Report. Forward-looking statements 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 the general factors that could cause actual results to differ materially from estimated results are:
| • | Changes in general economic conditions, including performance of financial markets, interest rates, unemployment rates and fluctuating values of particular investments held by the Company; |
| • | Heightened competition, including, with respect to pricing, entry of new competitors and the development of new products by new and existing competitors; |
| • | The number and severity of insurance claims (including those associated with catastrophe losses) and their impact on the adequacy of loss reserves; |
| • | The impact of inflation on insurance claims, including, but not limited to, the effects attributed to scarcity of resources available to rebuild damaged structures, including labor and materials and the amount of salvage value recovered for damaged property; |
| • | Orders, interpretations or other actions by regulators that impact the reporting, adjustment and payment of claims; |
| • | Changes in the pricing or availability of reinsurance; |
| • | Changes in the financial condition of reinsurers and amounts recoverable therefrom; |
| • | Changes in industry trends and significant industry developments; |
| • | Regulatory approval of insurance rates, policy forms, license applications and similar matters; |
| • | Developments related to insurance policy claims and coverage issues including, but not limited to, interpretations or decisions by courts or regulators that may govern or influence insurance policy coverage issues arising with respect to losses incurred in connection with hurricanes and other catastrophes; |
| • | Governmental actions, including new laws or regulations or court decisions interpreting existing laws and regulations or policy provisions; |
| • | Adverse outcomes in litigation or other legal or regulatory proceedings involving Unitrin or its subsidiaries; |
| • | Regulatory, accounting or tax changes that may affect the cost of, or demand for, the Company’s products or services; |
| • | The impact of residual market assessments and assessments for insurance industry insolvencies; |
| • | Changes in distribution channels, methods or costs resulting from changes in laws or regulations, lawsuits or market forces; |
| • | Changes in ratings by credit rating agencies including A.M. Best Co., Inc.; |
| • | Changes in laws or regulations governing or affecting the regulatory status of industrial banks, such as Fireside Bank, and their parent companies, including restrictions on the non-financial activities and equity investments of companies that acquire control of industrial banks; |
| • | Changes in the estimated rates of automobile loan receivables net charge-off used to estimate Fireside Bank’s reserve for loan losses; |
| • | The failure to complete the sale of Unitrin Business Insurance; |
| • | The level of success and costs expended in realizing economies of scale and implementing significant business consolidations and technology initiatives; |
| • | Increased costs and risks related to data security; |
| • | Absolute and relative performance of the Company’s products or services; and |
| • | 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 Report. The reader is advised, however, to consult any further disclosures the Company makes on related subjects in filings made with the SEC.
| Item 9.01. | Financial Statements and Exhibits |
Exhibit 99.1 is the script, and Exhibit 99.2 is the slide presentation, for the informal portion of the May 7, 2008 Annual Shareholders Meeting of Unitrin, Inc.
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Unitrin, Inc. | ||||
| Date: May 07, 2008 | By: | /s/ Scott Renwick | ||
| Scott Renwick | ||||
| Senior Vice President | ||||