________________________________________________________________________________
As filed with the Securities and Exchange Commission on May 9, 2002
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITRIN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4255452
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
One East Wacker Drive
Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
UNITRIN, INC. 2002 STOCK OPTION PLAN
(Full title of the Plan)
__________________
Scott Renwick, Esq.
Senior Vice President, General Counsel & Secretary
Unitrin, Inc.
One East Wacker Drive
Chicago, IL 60601
(Name and Address of Agent for Service)
(312) 661-4600
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered (1) unit (2) price (2) fee (2)
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Common Stock,
$0.10 par value 5,000,000 shares $41.295 $206,475,000 $18,995.70
===================================================================================================
(1) This Registration Statement also includes an indeterminate number of
additional shares that may become issuable pursuant to the antidilution
adjustment provisions of the Unitrin, Inc. 2002 Stock Option Plan.
(2) In accordance with Rule 457, calculated on the basis of the average of the
high and low prices reported for a share of the Common Stock on the New
York Stock Exchange on May 6, 2002.
________________________________________________________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement
in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the registrant, Unitrin, Inc. ("Unitrin"
or the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(a) Unitrin's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
(b) Unitrin's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2002;
(c) Unitrin's Current Report on Form 8-K filed May 1, 2002;
(d) Unitrin's Current Report on Form 8-K filed May 7, 2002; and
(e) The descriptions of Unitrin's common stock and the rights attached
thereto which are contained in Unitrin's Registration Statement on
Form 10, dated February 15, 1990, and in Unitrin's Registration
Statement on Form 8-A, dated May 11, 2001, respectively, each filed
under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall also
be deemed to be incorporated by reference in this Registration Statement and to
be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is, or is deemed to be, incorporated herein by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
As of the date of the filing of this Registration Statement, Scott Renwick,
whose opinion is filed as Exhibit 5 to this Registration Statement, is an
employee and Senior Vice President, General Counsel and Secretary of Unitrin, is
a participant in Unitrin's stock option plans under which he has been granted
options to purchase 135,247 shares of Unitrin common stock, and is the
beneficial owner of 15,143 of such shares.
The consolidated balance sheets of Unitrin, Inc. and subsidiaries as of
December 31, 2001 and 2000 and the related consolidated statements of income,
cash flows, and shareholders' equity and comprehensive income for each of the
three years in the period ended December 31, 2001, and all the related financial
statement schedules incorporated by reference in this Prospectus from Unitrin's
Annual Report on Form 10-K for the year ended December 31, 2001, have been
audited by KPMG LLP ("KPMG"), independent auditors, as stated in their reports
which are incorporated by reference herein. Such financial statements of Unitrin
are included herein in reliance upon the reports of KPMG given upon its
authority as an expert in accounting and auditing.
ITEM 6. Indemnification of Directors and Officers
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director,
officer, employee or agent of the corporation, or his service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees)
that are actually and reasonably incurred by him ("Expenses"), and judgments,
fines and amounts paid in settlement that are actually and reasonably incurred
by him, in connection with the defense or settlement of such action, provided
that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. Although Delaware law permits a corporation to indemnify
any person referred to above against Expenses in
connection with the defense or settlement of an action by or in the right of the
corporation, provided that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, if such
person has been judged liable to the corporation, indemnification is only
permitted to the extent that the Court of Chancery (or the court in which the
action was brought) determines that, despite the adjudication of liability, such
person is entitled to indemnity for such Expenses as the court deems proper. The
General Corporation Law of the State of Delaware (the "DGCL") also provides for
mandatory indemnification of any director, officer, employee or agent against
Expenses to the extent such person has been successful in any proceeding covered
by the statute. In addition, the DGCL provides the general authorization of
advancement of a director's or officer's litigation expenses in lieu of
requiring the authorization of such advancement by the Board of Directors in
specific cases, and that indemnification and advancement of expenses provided by
the statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement or otherwise.
The Certificate of Incorporation of the Company provides for a broad
indemnification of the directors and officers of the Company and for advancement
of litigation expenses to the fullest extent permitted by current Delaware law.
The Certificate of Incorporation of the Company eliminates the personal
liability of a director to the Company or its shareholders, under certain
circumstances, for monetary damages for breach of fiduciary duty as a director.
The Company maintains a directors and officers liability insurance policy
insuring the directors and officers of the Company and its subsidiaries in
certain instances.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
4.1 Certificate of Incorporation of Unitrin (incorporated herein by
reference to Exhibit 3.1 to Unitrin's registration statement on Form
S-3 dated May 8, 2002).
4.2 Amended and Restated By-Laws of Unitrin (incorporated herein by
reference to Exhibit 3.2 to Unitrin's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002).
4.3 Rights Agreement, dated as of August 3, 1994, as amended October 12, 2000,
between Unitrin and First Union National Bank as Rights Agent (incorporated
herein by reference to Exhibit 4.10 to Unitrin's registration statement on
Form S-3 dated May 8, 2002).
4.4 The Unitrin, Inc. 2002 Stock Option Plan (incorporated herein by
reference to Exhibit A to the Proxy Statement for the Annual Meeting of
Shareholders of Unitrin, Inc. held May 1, 2002).
5 Opinion of Scott Renwick, Esq.
23.1 Consent of Scott Renwick, Esq. (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page).
ITEM 9. Undertakings
a. Unitrin 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, as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. 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 a prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, 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 (a)(1)(i) and (a)(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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
b. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act), that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 1, 2002.
UNITRIN, INC.
By: /s/ Richard C. Vie
------------------
Richard C. Vie
Chairman of the Board and
Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Eric J. Draut and Scott Renwick or either of
them with power to act without the other, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all subsequent amendments and supplements to this Registration Statement, and
to file the same, or cause to be filed the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that any said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 1, 2002.
Signature Title
--------- -----
/s/ Richard C. Vie Chairman of the Board, Chief
------------------ Executive Officer and Director
Richard C. Vie
/s/ Donald G. Southwell President, Chief Operating
----------------------- Officer and Director
Donald G. Southwell
/s/ Eric J. Draut Executive Vice President,
----------------- Chief Financial Officer and
Eric J. Draut Director (principal financial
officer)
/s/ Richard Roeske Vice President and Chief
------------------ Accounting Officer (principal
Richard Roeske accounting officer)
/s/ James E. Annable Director
--------------------
James E. Annable
/s/ Douglas G. Geoga Director
--------------------
Douglas G. Geoga
/s/ Reuben L. Hedlund Director
---------------------
Reuben L. Hedlund
/s/ Jerrold V. Jerome Director
---------------------
Jerrold V. Jerome
/s/ William E. Johnston, Jr. Director
----------------------------
William E. Johnston, Jr.
/s/ Fayez S. Sarofim Director
--------------------
Fayez S. Sarofim
/s/ Ann E. Ziegler Director
------------------
Ann E. Ziegler