-----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, WcJ7wJNgXlRedmyD0o+2T7Q/RfxBfePPV9xZhGmULNMQdVxkloZnR1YeCeRYw19a smynibHK09CBVkjNZOaRpg== 0001341004-06-001271.txt : 20060504 0001341004-06-001271.hdr.sgml : 20060504 20060504162623 ACCESSION NUMBER: 0001341004-06-001271 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-18298 FILM NUMBER: 06808712 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 8-A12B/A 1 unitrin8a.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Unitrin, Inc. (Exact name of registrant as specified in its charter) Delaware 95-4255452 (State of incorporation or organization) (I.R.S. Employer Identification no.) One East Wacker Drive Chicago, IL 60601 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Preferred Share Purchase Rights New York Stock Exchange pursuant to Rights Agreement If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] Securities Act registration statement file number to which this form relates: Not Applicable. Securities to be registered pursuant to Section 12(g) of the Act: None. This Form 8-A/A amends the Form 8-A filed by Unitrin, Inc. (the "Company") on August 6, 2004. Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED On May 4, 2006, the Company entered into an Amendment (the "Amendment") to the Rights Agreement, dated as of August 4, 2004, between the Company and Wachovia Bank, National Association, as Rights Agent (the "Rights Agreement"), that amended Section 21 of the Rights Agreement to provide that any successor Rights Agent shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000. A copy of the Amendment is filed herewith as Exhibit 4.1 and incorporated by reference herein. On May 4, 2006, the Company entered into an Agreement of Appointment and Amendment (the "Appointment and Amendment") to the Rights Agreement, as amended, that appointed American Stock Transfer and Trust Company, a New York banking corporation, as successor Rights Agent and made certain other conforming changes to the Rights Agreement. A copy of the Appointment and Amendment is filed herewith as Exhibit 4.2 and incorporated by reference herein. Item 2. EXHIBITS Exhibit No. Description ----------- ----------- 4.1 Amendment to the Rights Agreement, dated as of May 4, 2006, between Unitrin, Inc., a Delaware corporation, and Wachovia Bank, National Association, as Rights Agent. 4.2 Agreement of Appointment and Amendment, dated as of May 4, 2006, between Unitrin, Inc., a Delaware corporation, and American Stock Transfer and Trust Company, a New York banking corporation. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Unitrin, Inc. By: /s/ Scott Renwick ---------------------- Name: Scott Renwick Title: Senior Vice President Date: May 4, 2006 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Amendment to the Rights Agreement, dated as of May 4, 2006, between Unitrin, Inc., a Delaware corporation, and Wachovia Bank, National Association, as Rights Agent. 4.2 Agreement of Appointment and Amendment, dated as of May 4, 2006, between Unitrin, Inc., a Delaware corporation, and American Stock Transfer and Trust Company, a New York banking corporation. EX-4 2 unitrin4-1.txt EXHIBIT 4.1 Exhibit 4.1 AMENDMENT TO THE RIGHTS AGREEMENT This Amendment to the Rights Agreement (this "Amendment") dated as of May 4, 2006, between Unitrin, Inc., a Delaware corporation (the "Company"), and Wachovia Bank, National Association (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated as of August 4, 2004 (the "Rights Agreement"); and WHEREAS, the Company desires to amend the Rights Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company and the Rights Agent do hereby agree as follows: 1. Amendment to Section 21. Section 21 of the Rights Agreement is hereby amended by deleting the phrase "$50,000,000" in clause (a) of the fifth sentence and replacing it with the phrase "$10,000,000". 2. Effect on the Rights Agreement. (a) On and after the date hereof, each reference in the Rights Agreement to "this Agreement", "herein", "hereof", "hereunder" or words of similar import shall mean and be a reference to the Rights Agreement as amended hereby. (b) Except as specifically amended above in connection herewith, the Rights Agreement shall remain in full force and effect and is hereby ratified and confirmed. 3. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 4. Headings. The headings in this Amendment are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 5. Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. UNITRIN, INC. By: /s/ Scott Renwick -------------------------- Name: Scott Renwick Title: Senior Vice President WACHOVIA BANK, NATIONAL ASSOCIATION, AS RIGHTS AGENT By: /s/ Melissa H. Sullivan -------------------------- Name: Melissa H. Sullivan Title: Vice President EX-4 3 unitrin4-2.txt EXHIBIT 4.2 Exhibit 4.2 APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND AMENDMENT OF RIGHTS AGREEMENT This Agreement of Appointment and Amendment (this "Amendment") is entered into as of May 4, 2006, by and between Unitrin, Inc., a Delaware corporation (the "Company") and American Stock Transfer and Trust Company, a New York banking corporation ("AST"). RECITALS A. The Company and Wachovia Bank, National Association (the "Predecessor Agent"), as rights agent, entered into that certain Rights Agreement, dated as of August 4, 2004 and amended on May 4, 2006 (the "Rights Agreement"). B. The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as rights agent pursuant to Section 21 of the Rights Agreement. C. The Company wishes to appoint AST as Rights Agent pursuant to Section 21 of the Rights Agreement. AGREEMENT NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The Company hereby appoints AST as Rights Agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 2. AST hereby accepts the appointment as Rights Agent pursuant to Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement. 3. From and after the effective date hereof, each and every reference in the Rights Agreement to a "Rights Agent" shall be deemed to be a reference to AST. 4. Section 26 of the Rights Agreement is hereby amended by replacing the address for notices to the Rights Agent with the following: American Stock Transfer & Trust Company 59 Maiden Lane New York, NY 10038 Attention: Corporate Trust Department 5. On and after the date hereof, each reference in the Rights Agreement to "this Agreement", "herein", "hereof", "hereunder" or words of similar import shall mean and be a reference to the Rights Agreement as amended hereby. Except as specifically amended above in connection herewith, the Rights Agreement shall remain in full force and effect and is hereby ratified and confirmed. 6. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 7. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the dated indicated above. UNITRIN, INC. By: /s/ Scott Renwick -------------------------- Name: Scott Renwick Title: Senior Vice President AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Herbert J. Lemmer -------------------------- Name: Herbert J. Lemmer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----