-----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, CceBx0OpNwwATqHV3I9IaxusmBcioNAaqzXz5unnSy3wRbENj3sRb9j1W0jynmeC FgMNVDeb0zKMUvu8ybnkYQ== 0001341004-06-002722.txt : 20061010 0001341004-06-002722.hdr.sgml : 20061009 20061010131411 ACCESSION NUMBER: 0001341004-06-002722 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061010 DATE AS OF CHANGE: 20061010 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: 061136759 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 form8a.htm FORM 8-A12B - AMENDMENT NO. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_________________________

 

FORM 8-A

AMENDMENT NO. 2

 

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
to be so registered

 

Name of each exchange on which
each class is to be registered

 

 

 

Preferred Share Purchase Rights
pursuant to Rights Agreement

 

New York Stock Exchange

 

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. o

 

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/A filed by Unitrin, Inc. (the “Company”) on May 4, 2006.

 

Item 1.

DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

 

Effective October 9, 2006, the Company and Computershare Trust Company, N.A. (“Computershare”) entered into an October 2006 Agreement of Appointment and Amendment of Rights Agreement (the “October 2006 Appointment and Amendment”) to the Rights Agreement (the “Rights Agreement”), dated as of August 4, 2004 and amended as of May 4, 2006. The October 2006 Appointment and Amendment appointed Computershare as successor Rights Agent and made certain other conforming changes to the Rights Agreement. A copy of the October 2006 Appointment and Amendment is filed herewith as Exhibit 4.1 and incorporated by reference herein.

 

Item 2.

EXHIBITS

 

Exhibit No.

Description

 

 

4.1

October 2006 Agreement of Appointment and Amendment, dated as of October 9, 2006, between Unitrin, Inc., a Delaware corporation, and Computershare Trust Company, N.A., a national banking association.

 

 

 


 

 

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: October 10, 2006

 


 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

 

4.1

October 2006 Agreement of Appointment and Amendment, dated as of October 9, 2006, between Unitrin, Inc., a Delaware corporation, and Computershare Trust Company, N.A., a national banking association.

 

 

 

 

 

 

 EX-4 2 exhibit4-1.htm EXHIBIT 4.1

OCTOBER 2006

AGREEMENT OF APPOINTMENT

AND AMENDMENT OF RIGHTS AGREEMENT

 

 

This OCTOBER 2006 AGREEMENT OF APPOINTMENT AND AMENDMENT OF RIGHTS AGREEMENT (this “October 2006 Appointment and Amendment”) is entered into as of October 9, 2006, by and between Unitrin, Inc., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A., a national banking association (“Computershare”).

 

RECITALS

A.

The Company and American Stock Transfer & Trust Company (“Predecessor Agent”), as rights agent, are parties to 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 Computershare as successor 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 Computershare 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.

Computershare 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 Computershare.

 

 


 

 

4.

Section 26 of the Rights Agreement is hereby amended by replacing the address for notices to the Rights Agent with the following:

Computershare Trust Company, N.A.

2 North LaSalle Street

Chicago IL 60602

Attention: Relationship Management

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 October 2006 Appointment and 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 October 2006 Appointment and 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.

 

IN WITNESS WHEREOF, the parties have caused this October 2006 Appointment and Amendment to be duly executed as of the dated indicated above.

 

UNITRIN, INC.

 

 

 

By:

/s/ Scott Renwick

 

 

Name:

Scott Renwick

 

 

Title:

Senior Vice President

 

 

COMPUTERSHARE TRUST COMPANY, N.A.

 

 

 

By:

/s/ Peter Sablich

 

 

Name:

Peter Sablich

 

 

Title:

Managing Director

 

 

Page 2

 

 

 

 

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