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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
[_] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
KEMPER CORPORATION
- ---------------------------------------------------------------------------
(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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Name: Anthony B. Zehnder
Office: (203) 357-4728
Home: (203) 657-3824
FOR IMMEDIATE RELEASE
ILLINOIS INSURANCE REGULATORS NO BARRIER
TO GE CAPITAL'S PROXY SOLICITATION RE: KEMPER
STAMFORD, CT., March 31, 1994 -- In response to media
inquiries, General Electric Capital Corporation confirmed today that
the Department of Insurance of the State of Illinois has indicated
that the solicitation and vote of proxies of Kemper Corporation
stockholders by General Electric Capital Corporation at Kemper's 1994
Annual Meeting scheduled to be held on May 11, 1994 will not
constitute a change of control. Earlier, some concern had been
expressed whether this could be a barrier to GE Capital's proxy
solicitation.
-more-
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Appendix: Information Concerning Participants
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The following sets forth the identity of persons who may be
deemed participants in the solicitation of proxies on behalf of
General Electric Capital Corporation and their respective, direct or
indirect, interests, if any, in Kemper securities:
Directors, Officers
and Employees Representatives
of GE or General of GE and General
Electric Capital Electric Capital
Nominees Corporation(1) Corporation
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John C. Deterding John F. Welch, Jr. Lazard Freres &
Co.(2)
Jack O. Peiffer Paolo Fresco J. Ira Harris(3)
John W. Stanger Frank P. Doyle Kendrick R. Wilson,
III(3)
Paul W. Van Orden Dennis D. Dammerman Norman R. Prouty, Jr.(3)
Benjamin W. Heineman, Jr. Paolo M. Pellegrini(3)
James W. Ireland Gary S. Shedlin(3)
JoAnna H. Morris
Gary C. Wendt
Burton J. Kloster, Jr.
James A. Parke
Paul A. Street
_________________________
(1) General Electric Capital Corporation, a wholly owned subsidiary of
General Electric Company, owns 100 shares of common stock of Kemper
Corporation.
(2) As of March 29, 1994, Lazard Freres & Co. may be deemed to be the
beneficial owner, for Securities and Exchange Commission reporting
purposes, of 637,000 shares of common stock of Kemper Corporation
which are held in discretionary accounts.
(3) Each of these persons is a partner or officer of Lazard Freres &
Co.
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