[Exhibit 1.2]
Pricing Agreement
-----------------
Banc One Capital Markets, Inc.
Wachovia Capital Markets, LLC
BNY Capital Markets, Inc.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Securities LLC
Fifth Third Securities, Inc.
▇▇▇▇▇▇▇, Sachs & Co.
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.
▇▇▇▇▇ Fargo Brokerage Services, LLC
c/o Banc One Capital Markets, Inc.
▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Investment Grade Securities
October 27, 2003
Ladies and Gentlemen:
Unitrin, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, between the Company, on the one hand, and ▇▇▇▇▇▇▇, Sachs & Co., Banc
One Capital Markets, Inc., Wachovia Securities, Inc., BNY Capital Markets, Inc.,
Tokyo-Mitsubishi International plc and ▇▇▇▇▇ Fargo Brokerage Services, LLC, on
the other hand, dated June 26, 2002 (the "Underwriting Agreement"), to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). Except
as set forth below, each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of each of the Underwriters of the
Designated Securities pursuant to Section 12 of the Underwriting Agreement and
the address of the Representatives referred to in such Section 12 are set forth
at the end of Schedule II hereto.
The Underwriting Agreement is hereby revised solely for the purposes
hereof by (i) deleting in its entirety Section 2(n) thereof and substituting in
its place the following:
"(n) KPMG LLP and Deloitte & Touche LLP, who have each certified
certain financial statements of the Company and its subsidiaries, are each
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder; and" and (ii) deleting in its
entirety Section 7(e) thereof and substituting in its place the following:
"(e) On the date of the Pricing Agreement for such Designated Securities at a
time prior to the execution of the Pricing Agreement with respect to such
Designated Securities and at the Time of Delivery for such Designated
Securities, Deloitte & Touche LLP, who have certified the financial statements
of the Company and its subsidiaries included or incorporated by reference in
the Registration Statement shall have furnished the Representatives a letter,
dated the date of the applicable Pricing Agreement, and a letter dated such
Time of Delivery, respectively, containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial information
contained in the Registration Statement and the Prospectus;".
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us 5 counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request.
[Signature Page Follows]
Very truly yours,
Unitrin, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
and Chief Financial Officer
Accepted as of the date hereof:
Banc One Capital Markets, Inc.
Wachovia Capital Markets, LLC
▇▇▇▇▇▇▇, Sachs & Co.
BNY Capital Markets, Inc.
▇▇▇▇▇ Fargo Brokerage Services, LLC
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇
Fifth Third Securities, Inc.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Securities LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
On behalf of each of the Underwriters
SCHEDULE I
Principal Amount
of Designated
Securities to be
Underwriters Purchased
------------ -------------------
Banc One Capital Markets, Inc...................... $ 82,000,000
Wachovia Capital Markets, LLC...................... 52,000,000
BNY Capital Markets, Inc........................... 11,000,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Securities LLC.................... 11,000,000
Fifth Third Securities, Inc........................ 11,000,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. .............................. 11,000,000
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc..................... 11,000,000
▇▇▇▇▇ Fargo Brokerage Services, LLC................ 11,000,000
-------------------
Total.............................................. $200,000,000
===================
SCHEDULE II
-----------
Title of Designated Securities:
4.875% Senior Notes due November 1, 2010
Aggregate Principal Amount:
$200,000,000
Price to Public:
99.730% of the principal amount of the Designated Securities, plus
accrued interest, if any, from October 30, 2003
Purchase Price by Underwriters:
99.105% of the principal amount of the Designated Securities, plus
accrued interest, if any, from October 30, 2003
Form of Designated Securities:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery.
Specified Funds for Payment of Purchase Price:
Federal same day funds
Time of Delivery:
10:00 a.m., New York City time, on October 30, 2003
Indenture:
Indenture, dated as of June 26, 2002, between the Company and BNY
Midwest Trust Company, as Trustee
Maturity:
November 1, 2010
Interest Rate:
4.875%
Interest Payment Dates:
May 1 and November 1, commencing on May 1, 2004
Record Dates:
April 15 and October 15
Redemption Provisions:
The Designated Securities will be redeemable, in whole at any time or
in part from time to time, at the option of the Company (a "Redemption
Date"), at a redemption price (the "Redemption Price") equal to accrued
and unpaid interest on the principal amount being redeemed to the
Redemption Date plus the greater of (i) 100% of the principal amount of
the Designated Securities to be redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest on
the Designated Securities to be redeemed (not including any portion of
such payments of interest accrued to the Redemption Date) discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus
20 basis points.
If the Company has given notice as provided in the indenture and funds
for the redemption of Designated Securities called for redemption have
been made available on the Redemption Date, those Designated Securities
will cease to bear interest on the Redemption Date. Thereafter, the
only right of the holders of those Designated Securities will be to
receive payment of the Redemption Price.
The Company will give notice of any optional redemption to holders of
the Designated Securities at their addresses, as shown in the Security
Register, not more than 90 nor less than 30 days prior to the
Redemption Date. The notice of redemption will specify, among other
items, the Redemption Price and the principal amount of the Designated
Securities held by such holder to be redeemed.
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per year equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Designated Securities to be redeemed that would
be used, at the time of selection and under customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Designated Securities.
Comparable Treasury Price" means, with respect to any Redemption Date,
the average of the Reference Treasury Dealer Quotations for the
Redemption Date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or if the Trustee obtains fewer than three
Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations.
"Quotation Agent" means Banc One Capital Markets, Inc. or another
Reference Treasury Dealer appointed by the Company.
"Reference Treasury Dealer" means each of Banc One Capital Markets,
Inc. and its successors and, at the Company's option, other nationally
recognized investment banking firms that are primary dealers of U.S.
government securities in New York City. If any of the foregoing ceases
to be a primary dealer of U.S. government securities in New York City,
the Company must substitute another primary dealer of U.S. government
securities.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by the Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business
day before the Redemption Date.
Sinking Fund Provisions:
No sinking fund provisions
Closing Location for Delivery of Designated Securities:
▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Names and Addresses of Representatives:
Designated Representatives: Banc One Capital Markets, Inc.
Wachovia Capital Markets, LLC
Address for Notices, etc.: Banc One Capital Markets, Inc.
▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Investment Grade Securities
Wachovia Capital Markets, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
