-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MDzdyCbj+gJ+POa1jomeGuXdNLexPms00+AcmKzqNRIroVAg8CAh6m4rlFCHDllM 4Osmv10AZ/CVdqLMb8hlyQ== 0000950131-99-005928.txt : 19991101 0000950131-99-005928.hdr.sgml : 19991101 ACCESSION NUMBER: 0000950131-99-005928 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITRIN INC CENTRAL INDEX KEY: 0000860748 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954255452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-18298 FILM NUMBER: 99736862 BUSINESS ADDRESS: STREET 1: ONE EAST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3126614600 MAIL ADDRESS: STREET 1: ONE EAST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 10-K405/A 1 FORM 10-K/AMEND 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM 10-K/A No. 1 (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 1998. [_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from N/A to N/A. --- --- Commission file number 0-18298 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) (312) 661-4600 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 par value Preferred Share Purchase Rights Pursuant to Rights Agreement (Titles of classes) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X] Based on the closing market price of Registrant's common stock on March 1, 1999, the aggregate market value of such stock held by non-affiliates of Registrant is approximately $1.9 billion. Solely for purposes of this calculation, all executive officers and directors of Registrant are considered affiliates. Registrant had 36,733,851 shares of common stock outstanding as of March 1, 1999. - -------------------------------------------------------------------------------- AMENDMENT NO. 1 TO FORM 10-K This Form 10-K/A No. 1, filed with the Securities and Exchange Commission on October 29, 1999, amends and restates in its entirety Item 14 of the 1998 Annual Report on Form 10-K of Unitrin, Inc. ("Unitrin" or the "Company") which was filed March 18, 1999: PART IV ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Documents filed as part of this Report: 1. Financial Statements. The following financial statements, in response to Item 8 of the Form 10-K, have been filed as Exhibit 13.1 and are incorporated by reference into Item 8 hereof: The consolidated balance sheets of Unitrin and subsidiaries as of December 31, 1998 and 1997, and the consolidated statements of income, cash flows and shareholders' equity and comprehensive income for the years ended December 31, 1998, 1997 and 1996, together with the notes thereto and the report of KPMG LLP thereon, dated January 8, 1999. 2. Financial Statement Schedules. The following four financial statement schedules are included on the following pages hereof. Schedules not listed here have been omitted because they are not applicable or not material or the required information is included in the Financial Statements. Schedule I: Investments Other Than Investments in Related Parties Schedule II: Parent Company Financial Statements Schedule III: Supplementary Insurance Information Schedule IV: Reinsurance Schedule The consolidated financial statements of Litton Industries, Inc., a fifty percent or less owned person, are filed as Exhibit 99 hereof and are incorporated by reference into this Item 14. 3. Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. Exhibits 10.1 through 10.7 relate to compensatory plans filed or incorporated by reference as exhibits hereto pursuant to Item 14(c) of Form 10-K. 2 Stock Acquisition Agreement dated February 10, 1999 by and between Unitrin, Inc. and Fund American Enterprises Holdings, Inc. (included as Exhibit 2 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 3.1 Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form 10 dated February 15, 1990) 3.2 Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997) 4 Rights Agreement between Unitrin, Inc. and First Chicago Trust Company of New York, as rights agent, dated as of August 3, 1994 (incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A dated August 3, 1994) 10.1 Unitrin, Inc. 1990 Stock Option Plan, as amended and restated (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999) 10.2 Unitrin, Inc. 1997 Stock Option Plan, as amended and restated (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.) 10.3 Unitrin, Inc. 1995 Non-Employee Director Stock Option Plan, as amended and restated (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999) 10.4 Unitrin, Inc. Pension Equalization Plan (incorporated herein by reference to Exhibit 10.4 to the Company's 1994 Annual Report on Form 10-K) 10.5 Unitrin is a party to individual severance agreements (the form of which is incorporated herein by reference to Exhibit 10.5 to the Company's 1994 Annual Report on Form 10-K), with the following executive officers: Richard C. Vie (Chairman, President and Chief Executive Officer) David F. Bengston (Vice President) James W. Burkett (Senior Vice President) Eric J. Draut (Senior Vice President, Treasurer, and Chief Financial Officer) Scott Renwick (General Counsel and Secretary) Donald G. Southwell (Senior Vice President) (Note: Each of the foregoing agreements is identical except that the severance compensation multiple is 2.99 for Mr. Vie and 2.0 for the other executive officers. The term of these agreements has been extended by action of Unitrin's board of directors through January 1, 2000.) 10.6 Severance Compensation Plan After Change of Control (incorporated herein by reference to Exhibit 10.6 to the Company's 1994 Annual Report on Form 10-K; the term of this plan has been extended by action of Unitrin's board of directors through January 1, 2000.) 10.7 1998 Unitrin, Inc. Bonus Plan for Senior Executives (incorporated herein by reference to Exhibit A to the Proxy Statement dated April 9, 1998, in connection with the Annual Meeting of Shareholders of Unitrin held May 13, 1998) 10.8 Amended and Restated Credit Agreement, dated September 17, 1997 among Unitrin, Inc., the Lenders party thereto, and NationsBank of Texas, N.A. (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997) 13.1 Financial Statements (included as Exhibit 13.1 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 13.2 MD&A (included as Exhibit 13.2 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 13.3 Financial Highlights (included as Exhibit 13.3 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 21 Subsidiaries of Unitrin, Inc. (included as Exhibit 21 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 23.1 Reports of KPMG LLP (included in Exhibit 13.1 and filed as Exhibit 23.1 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 23.2 Consent of KPMG LLP (included as Exhibit 23.2 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 23.3 Report of Deloitte & Touche LLP (included in Exhibit 99 of this Form 10-K/A No. 1) 23.4 Consent of Deloitte & Touche LLP (filed with this Form 10-K/A No. 1) 24 Power of Attorney (included on the signature page of Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 27 Financial Data Schedule (included as Exhibit 27 to Unitrin's 1998 Annual Report on Form 10-K, filed March 18, 1999) 99 The consolidated financial statement of Litton Industries, Inc. (incorporated herein by reference to pages F-2 through F-23 of the Form 10-K filed October 8, 1999 by Litton Industries, Inc. (commission file no. 1-03998), for its fiscal year ended July 31, 1999) (b) Reports on Form 8-K. None. (c) Exhibits. Included in Item 14(a) 3 above. (d) Financial Statement Schedules. Included in Item 14(a) 2 above. SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Unitrin, Inc. has duly caused this amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on October 29, 1999. UNITRIN, INC. (Registrant) By: /S/ Richard C. Vie* ------------------ Richard C. Vie Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant in the capacities indicated on October 29, 1999.
Signature Title --------- ----- /S/Richard C. Vie* Chairman of the Board, President, and Chief - ----------------- Executive Officer Richard C. Vie /S/ Eric J. Draut Senior Vice President, Treasurer and Chief - ----------------- Financial Officer (principal financial officer) Eric J. Draut /S/ Richard Roeske* Corporate Controller (principal accounting officer) - ------------------ Richard Roeske /S/ James E. Annable* Director - -------------------- James E. Annable /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/ George A. Roberts* Director - --------------------- George A. Roberts /S/ Fayez S. Sarofim* Director - --------------------- Fayez S. Sarofim
*By: /S/ Eric J. Draut ----------------- Eric J. Draut, Attorney-in-Fact Pursuant to a Power of Attorney EX-23.4 2 INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.4 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-47530, 33-58300, 333-4530, 333-38981 and 333-86935 on Form S-8 of Unitrin, Inc. of our report dated October 5, 1999 (relating to the consolidated financial statements of Litton Industries, Inc. and subsidiaries presented separately herein) in the Annual Report on Form 10-K/A of Unitrin, Inc. for the year ended December 31, 1998. Deloitte & Touche LLP Los Angeles, California October 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----