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Kemper Corp · 8-A12B/A · On 5/4/06

Filed On 5/4/06, 4:26pm ET   ·   Accession Number 1341004-6-1271   ·   SEC File 1-18298

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 5/04/06  Kemper Corp                       8-A12B/A               3:11K                                    Skadden/FA

Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment No. 1                                        4     13K 
 2: EX-4        Exhibit 4.1                                            2      9K 
 3: EX-4        Exhibit 4.2                                            2     11K 


8-A12B/A   —   Amendment No. 1
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Description of Registrant's Securities to Be Registered
"Item 2. Exhibits
8-A12B/A1st Page of 4TOCTopPreviousNextBottomJust 1st
 

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.
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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.
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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
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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.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 8-A12B/A Filing   Date First   Last      Other Filings
8/4/0428-K
8/6/0424, 8-A12B, 8-K
Filed On / Filed As Of5/4/06244
 
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Filing Submission 0001341004-06-001271   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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