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) October 30, 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.
On October 27, 2003, Unitrin, Inc., a Delaware corporation, pursuant
to an underwriting agreement dated as of June 26, 2002, entered into a pricing
agreement relating to the sale of $200 million aggregate principal amount of
4.875% senior notes due November 1, 2010 (the "Senior Notes") to Banc One
Capital Markets, Inc., Wachovia Capital Markets, LLC, BNY Capital Markets,
Inc., Cochran, Caronia Securities LLC, Fifth Third Securities, Inc., Goldman,
Sachs & Co., U.S. Bancorp Piper Jaffray Inc. and Wells Fargo Brokerage
Services, LLC.
The Senior Notes were sold pursuant to the shelf registration
statement filed by Unitrin, Inc. with the Securities and Exchange Commission
on May 9, 2002, as amended June 24, 2002, and a prospectus supplement dated
October 27, 2003 and accompanying prospectus dated June 26, 2002.
The terms of the Senior Notes are set forth in an indenture dated as
of June 26, 2002 and an Officers' Certificate dated as of October 30, 2003
establishing the Senior Notes, including the form of Senior Note attached
thereto as Exhibit A.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Exhibit
1.1 Underwriting Agreement dated June 26, 2002 among Unitrin, Inc.,
Goldman, Sachs & Co., Banc One Capital Markets, Inc., Wachovia
Securities, Inc., BNY Capital Markets, Inc., Tokyo-Mitsubishi
International plc and Wells Fargo Brokerage Services, LLC
(Incorporated herein by reference to exhibit 1.1 to Unitrin's
Form 8-K filed July 1, 2002).
1.2 Pricing Agreement dated October 27, 2003 among Unitrin, Inc.,
Banc One Capital Markets, Inc., Wachovia Capital Markets, LLC,
BNY Capital Markets, Inc., Cochran, Caronia Securities LLC,
Fifth Third Securities, Inc., Goldman, Sachs & Co., U.S. Bancorp
Piper Jaffray Inc. and Wells Fargo Brokerage Services, LLC
relating to Unitrin, Inc.'s 4.875% Senior Notes due November 1,
2010.
4.1 Indenture dated as of June 26, 2002 between Unitrin, Inc. and
BNY Midwest Trust Company relating to Senior Debt Securities
(Incorporated herein by reference to exhibit 4.1 to Unitrin's
Form 8-K filed July 1, 2002).
4.2 Officers' Certificate, dated as of October 30, 2003, pursuant to
the Indenture dated as of June 26, 2002, between Unitrin, Inc.
and BNY Midwest Trust Company, relating to the 4.875% Senior
Notes due November 1, 2010 (including the form of Senior Note
attached thereto as Exhibit A).
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: October 30, 2003 /s/ Scott Renwick
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Scott Renwick
Senior Vice President, General Counsel
and Secretary