UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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
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Name: Scott Renwick
Title: Senior Vice President
Date: May 4, 2006
EXHIBIT INDEX
Exhibit No. Description
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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.