<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[_] Filed by the Registrant
[x] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[x] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
KEMPER CORPORATION
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(Name of Registrant as Specified In Its Charter)
GENERAL ELECTRIC CAPITAL CORPORATION
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(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[x] Filing Fee of $500 was previously paid on March 24, 1994, the date the
Preliminary Proxy Statement was filed.
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[May 5, 1994 - Advertisement]
ATTENTION KEMPER SHAREHOLDERS
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BEWARE OF ILLUSORY PROMISES
The question before you remains the same: Do you want Kemper sold for
full and fair value NOW?
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Are you willing to trust a management that has consistently refused to
give you an opportunity to realize fair value for your shares NOW?
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GE Capital has consistently offered to increase its $55 per share
proposal if Kemper's management afforded us the information we need to
justify a higher price. Initially, Kemper's management said that
Kemper was not for sale at any price. Now, Kemper's management offers
you only an illusory promise to seek a non-binding vote of
shareholders to sell Kemper at some unspecified value, at some unknown
time in the future, if ever.
GE Capital has never said "$55 or nothing". We believe that
Kemper's management has refused to provide us with the information we
request because they don't want Kemper to be sold.
Why should Kemper's shareholders wait? Why should they be
subjected to a year or more of uncertainty? It is up to you: Elect
GE Capital's nominees at the Annual Meeting by a strong vote so
Kemper's directors will get the message--instruct Kemper's management
to stop hiding its real estate portfolio and permit Kemper
shareholders to receive full and fair value NOW.
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GE Capital's nominees are your best protection to insure a
sale of Kemper NOW.
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WE URGE YOU TO SIGN, DATE, AND MAIL THE BLUE PROXY CARD TODAY.
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GE CAPITAL
IMPORTANT
If your shares are held for you by your broker or bank, only your
broker or banker can vote your shares and only upon receipt of your
specific instructions. If you have not already instructed your broker
or banker to vote your shares on the BLUE PROXY CARD as recommended by
General Electric Capital Corporation, please contact the person
responsible for your account and instruct that individual to vote the
BLUE PROXY CARD on your behalf today in accordance with General Electric
Capital Corporation's recommendations.
If you have any questions or need assistance in voting your shares,
please contact D.F. KING & CO. INC., which is assisting General
Electric Capital Corporation, toll free 1-800-859-8511.
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