Kemper Corp – ‘8-A12B’ on 8/6/04

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

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  6     27K 

Document Table of Contents

8-A12B
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

_________________________ 

FORM 8-A  

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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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED                

              On August 4, 2004, the Board of Directors of Unitrin, Inc.
(the "Company") determined to extend for an additional ten (10) years the       
protections provided by its Stockholder Rights Plan which had previously been   
adopted in August 1994. In order to implement the extension, the Board of       
Directors declared a dividend distribution of one new Right for each            
outstanding share of Company Common Stock to stockholders of record at the      
close of business on August 16, 2004 (the "Record Date"). These new rights      
replaced the previously outstanding Rights which had expired in accordance with 
their terms on August 3, 2004. Each Right entitles the registered holder to     
purchase from the Company a unit consisting of one one-thousandth of a share (a 
"Unit") of Series A Junior Participating Preferred Stock, par value $0.10 per   
share (the "Series A Junior Participating Preferred Stock") at a Purchase Price 
of $150.00 per Unit, subject to adjustment. The description and terms of the    
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the 
Company and Wachovia Bank, National Association, as Rights Agent.               

              The following summary of the principal terms of the Rights
Agreement is a general description only and is qualified in its entirety by     
reference to the detailed terms and conditions of the Rights Agreement. A copy  
of the Rights Agreement is incorporated herein by reference as Exhibit 1        
hereto. Unless the context otherwise requires, the capitalized terms used       
herein shall have the meanings ascribed to them in the Rights Agreement         
attached hereto.                                                                

RIGHTS INITIALLY EVIDENCED BY COMMON SHARE CERTIFICATES; DISTRIBUTION DATE      

              Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding or, in the case of            
uncertificated shares, the balances indicated in the book-entry account system  
of the transfer agent for the Common Stock, and no separate Rights              
Certificates will be distributed. Subject to certain exceptions specified in    
the Rights Agreement, the Rights will separate from the Common Stock and a      
"Distribution Date" will occur upon the earlier of: (i) ten (10) business days  
following a public announcement that a person or group of affiliated or         
associated persons (an "Acquiring Person") has acquired beneficial ownership    
of 15% or more (22% or more in the case of the Company's existing stockholder,  
Singleton Group LLC, and certain related persons) of the outstanding shares of  
Common Stock (the "Stock Acquisition Date"), other than as a result of          
repurchases of stock by the Company or certain inadvertent actions by           
institutional or certain other stockholders; or (ii) ten (10) business days     
(or such later date as the Board shall determine) following the commencement    
of a tender offer or exchange offer that would result in a person or group      
becoming an Acquiring Person. Until the Distribution Date, (i) the Rights will  
be evidenced by the Common Stock certificates or, in the case of                
uncertificated shares, the balances indicated in the book-entry account system  
of the transfer agent for the Common Stock and will be transferred with and     
only with shares of Common Stock, and (ii) the surrender for transfer of any    
shares of Common Stock outstanding will also constitute the transfer of the     
Rights associated with the Common Stock. Pursuant to the Rights Agreement, the  
Company reserves the right to require prior to the occurrence of a Triggering   
Event (as defined below) that, upon any exercise of Rights, a number of Rights  
be exercised so that only whole shares of Preferred Stock will be issued.       

ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS                           

              The Rights are not exercisable until the Distribution Date
and will expire at 5:00 P.M. (New York City time) on August 4, 2014, unless     
such date is extended or the Rights are earlier redeemed or exchanged by the    
Company as described below.                                                     

              As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the  
close of business on the Distribution Date and, thereafter, the separate        
Rights Certificates alone will represent the Rights. Except as otherwise        
determined by the Board of Directors, or with respect to shares of Common       
Stock issued or sold pursuant to the exercise of stock options or under any     
employee plan or arrangement, granted or awarded as of the Distribution Date,   
or upon the exercise, conversion or exchange of securities issued by the        
Company after the date of the Rights Agreement, only shares of Common Stock     
issued prior to the Distribution Date will be issued with Rights.               

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RIGHT TO BUY COMPANY COMMON SHARES                                              

           In the event that a Person becomes an Acquiring Person,
except pursuant to an offer for all outstanding shares of Common Stock which    
the independent directors determine to be fair and not inadequate and to        
otherwise be in the best interests of the Company and its stockholders, after   
receiving advice from one or more investment banking firms (a "Qualified        
Offer"), each holder of a Right will thereafter have the right to receive, upon 
exercise, Common Stock (or, in certain circumstances, cash, property or other   
securities of the Company) having a value equal to two times the exercise price 
of the Right. Notwithstanding any of the foregoing, following the occurrence of 
the event set forth in this paragraph, all Rights that are, or (under certain   
circumstances specified in the Rights Agreement) were, beneficially owned by    
any Acquiring Person will be null and void. However, Rights are not exercisable 
following the occurrence of the event set forth above until such time as the    
Rights are no longer redeemable by the Company as set forth below.              

             For example, at an exercise price of $150 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)          
following an event set forth in the preceding paragraph would entitle its       
holder to purchase $300 worth of Common Stock (or other consideration, as noted 
above) for $150. Assuming that the Common Stock had a per share value of $50 at 
such time, the holder of each valid Right would be entitled to purchase six (6) 
shares of Common Stock for $150.                                                

RIGHT TO BUY ACQUIRING COMPANY SHARES                                           

      In the event that, at any time following the Stock
Acquisition Date, (i) the Company engages in a merger or other business         
combination transaction in which the Company is not the surviving corporation   
(other than with an entity which acquired the shares pursuant to a Qualified    
Offer), (ii) the Company engages in a merger or other business combination      
transaction in which the Company is the surviving corporation and the Common    
Stock of the Company is changed or exchanged, or (iii) 50% or more of the       
Company's assets, cash flow or earning power is sold or transferred, each       
holder of a Right (except Rights which have previously been voided as set forth 
above) shall thereafter have the right to receive, upon exercise, common stock  
of the acquiring company having a value equal to two times the exercise price   
of the Right. The events set forth in this paragraph and in the second          
preceding paragraph are referred to as the "Triggering Events."                 

EXCHANGE PROVISION                                                              

              At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or more 
of the outstanding Common Stock, the Board may exchange the Rights (other than  
Rights owned by such person or group which have become void), in whole or in    
part, at an exchange ratio of one share of Common Stock, or one one-thousandth  
of a share of Preferred Stock (or of a share of a class or series of the        
Company's preferred stock having equivalent rights, preferences and             
privileges), per Right (subject to adjustment).                                 

ADJUSTMENTS TO PREVENT DILUTION                                                 

          The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon exercise of the  
Rights are subject to adjustment from time to time to prevent dilution: (i) in  
the event of a stock dividend on, or a subdivision, combination or              
reclassification of, the Preferred Stock; (ii) if holders of the Preferred      
Stock are granted certain rights or warrants to subscribe for Preferred Stock   
or convertible securities at less than the current market price of the          
Preferred Stock; or (iii) upon the distribution to holders of the Preferred     
Stock of evidences of indebtedness or assets (excluding regular quarterly cash  
dividends) or of subscription rights or warrants (other than those referred to  
above).                                                                         

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                With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the      
Purchase Price. No fractional Units will be issued and, in lieu thereof, an     
adjustment in cash will be made based on the market price of the Preferred      
Stock on the last trading date prior to the date of exercise.                   

REDEMPTION                                                                      

                At any time until ten (10) business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,  
at a price of $0.01 per Right (payable in cash, Common Stock or other           
consideration deemed appropriate by the Board of Directors). Immediately upon   
the action of the Board of Directors ordering redemption of the Rights, the     
Rights will terminate and the only right of the holders of Rights will be to    
receive the $0.01 redemption price.                                             

NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE                                       

                 Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,  
the right to vote or to receive dividends. While the distribution of the Rights 
will not be taxable to stockholders or to the Company, stockholders may,        
depending upon the circumstances, recognize taxable income in the event that    
the Rights become exercisable for Common Stock (or other consideration) of the  
Company or for common stock of the acquiring company or in the event of the     
redemption of the Rights as set forth above.                                    

AMENDMENT OF RIGHTS AGREEMENT                                                   

                Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After  
the Distribution Date, the provisions of the Rights Agreement may be amended by 
the Board in order to cure any ambiguity, to make changes that do not adversely 
affect the interests of holders of Rights, or to shorten or lengthen any time   
period under the Rights Agreement. The foregoing notwithstanding, no amendment  
may be made at such time as the Rights are not redeemable.                      

CERTAIN ANTI-TAKEOVER EFFECTS                                                   

            The Rights are not intended to prevent a takeover of the
Company and will not do so. Subject to the restrictions described above, the    
Rights may be redeemed by the Company at $0.01 per Right at any time prior to   
the Distribution Date. Accordingly, the Rights should not interfere with any    
merger or business combination approved by the Board of Directors. However, the 
Rights may have the effect of rendering more difficult or discouraging an       
acquisition of the Company deemed undesirable by the Board of Directors. The    
Rights may cause substantial dilution to a person or group that attempts to     
acquire the Company on terms or in a manner not approved by the Company's Board 
of Directors, except pursuant to an offer conditioned upon the negation,        
purchase or redemption of the Rights.                                           

ITEM 2.  EXHIBITS                                                               

1.       Rights Agreement, dated as of August 4, 2004, between Unitrin, Inc.    
and Wachovia Bank, National Association, including the Form of
       Certificate of Designation, Preferences and Rights of Series A Junior
       Participating Preferred Stock, the Form of Rights Certificate and the
       Summary of Rights to Purchase Preferred Stock (incorporated herein by
  reference to Exhibit 4.1 to the Current Report on Form 8-K filed
August 6, 2004).                                              

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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: August 6, 2004                                                            

8-A12B
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EXHIBIT INDEX 

EXHIBIT                           DESCRIPTION                               

 1        Rights Agreement, dated as of August 4, 2004, between Unitrin,
            Inc. and Wachovia Bank, National Association, including the Form
             of Certificate of Designation, Preferences and Rights of Series A
    Junior Participating Preferred Stock, the Form of Rights
             Certificate and the Summary of Rights to Purchase Preferred Stock
           (incorporated herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed August 6, 2004).           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		8/4/14		2
		8/16/04		2					4
Filed on:		8/6/04		4		6			4,  8-K
		8/4/04		2		6			8-K
		8/3/04		2					4
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