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) March 5, 2003
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Unitrin, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
One East Wacker Drive, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
0-18298 95-4255452
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(Commission File Number) (I.R.S. Employer Identification No.)
(312) 661-4600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
In its Annual Report on Form 10-K for the year ended December 31, 2002,
Unitrin described its June 2002 acquisition of the personal lines property and
casualty insurance business of the Kemper Insurance Companies ("KIC"),
including the fact that Unitrin continues to rely on KIC to write new policies
and renew existing policies on Unitrin's behalf until Unitrin's insurance
subsidiaries have obtained all state licenses and other insurance regulatory
authorizations and have completed certain computer and data processing
modifications necessary to allow the migration of such policies to such
subsidiaries. (See: Management's Discussion and Analysis of Results of
Operations and Financial Condition under the heading, "Kemper Auto and Home,"
and Note 3 to the Consolidated Financial Statements, each contained in such
10-K and collectively referred to as the "Previous Disclosures")
In the Previous Disclosures, Unitrin reported that A.M. Best & Co., the
principal insurance company rating agency, had lowered its rating for KIC from
"A-" (excellent) to "B+" (very good) in December 2002. On March 3, 2002, A.M.
Best further lowered its rating for KIC from "B+" (very good) to "B" (fair)
with negative implications pending analysis of KIC's year-end 2002 financial
statements. As indicated in the Previous Disclosures, while these ratings
actions have not had an impact on Unitrin's property and casualty insurance
subsidiaries' "A" (excellent) rating from A.M. Best, such actions may
adversely impact the willingness of independent agents to renew their
customers' insurance policies with KIC, even though they are reinsured by
Unitrin's subsidiary, Trinity Universal Insurance Company. In particular,
homeowners' insurance is ratings-sensitive due to minimum rating standards
imposed by some residential mortgage lenders. Should KIC suffer further
downgrades, these effects could be magnified.
In addition, Lumbermens Mutual Casualty Company, KIC's lead company, has
disclosed in its Annual Statement for the year ended December 31, 2002 filed
with the Illinois Insurance Department, that its total adjusted capital on
such date was less than the authorized control level risk-based capital as
defined by the Illinois Insurance Code. In such an event, the Illinois
Director of Insurance is empowered to impose a variety of remedial measures
some of which, if imposed, could adversely affect KIC's ability to continue to
write business on behalf of Unitrin's insurance subsidiaries.
Meanwhile, Unitrin continues aggressive actions to accelerate the migration of
the personal lines business to Unitrin's insurance subsidiaries and thereby to
reduce their dependence on KIC.
This Report on Form 8-K contains forward-looking statements, which usually
include words such as "believe(s)," "goal(s)," "target(s)," "estimate(s),"
"anticipate(s)," "forecast(s)," "plan(s)," "intend(s)," "expect(s)," and
similar expressions. Readers are cautioned not to place undue reliance on such
statements, which speak only as of the date of this Report. Forward-looking
statements are subject to risks and uncertainties which could cause actual
results to differ materially from those contemplated in such statements. Such
risks and uncertainties include, but are not limited to, changes in economic
factors (such as interest rates, unemployment rates and stock market
fluctuations), changes in competitive conditions (including availability of
labor with required technical or other skills), the number and severity of
insurance claims (including those associated with catastrophe losses),
regulatory approval of certain insurance premium rates, policy forms, license
applications and similar matters, governmental actions (including new laws or
regulations or court decisions interpreting existing laws and regulations),
adverse judgments in litigation to which the Company or its subsidiaries are
parties, realization of the economies of scale, and the successful migration
of the Kemper Auto and Home business. 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. Unitrin assumes no obligation to
release publicly any revisions to any forward-looking statements as a result
of events or developments subsequent to the date of this Report.
SIGNATURES
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 thereunto duly authorized.
Unitrin, Inc.
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Date: March 5, 2003 /s/ Eric J. Draut
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Eric J. Draut
Executive Vice President and Chief
Financial Officer