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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:
[x] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] 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
- ---------------------------------------------------------------------------
(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).
[x] $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:
[_] Filing Fee of $__________________ was previously paid on ____________
__, 199_, the date the Preliminary Proxy Statement was filed.
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PRELIMINARY COPIES
1994 ANNUAL MEETING OF STOCKHOLDERS
OF
KEMPER CORPORATION
_________________________
PROXY STATEMENT
OF
GENERAL ELECTRIC CAPITAL CORPORATION
This Proxy Statement and the accompanying letter to stockholders
and BLUE Annual Meeting proxy card are furnished in connection with
the solicitation of proxies by General Electric Capital Corporation
("GECC"), a wholly owned subsidiary of General Electric Company
("GE"), to be used at the 1994 Annual Meeting of Stockholders of
Kemper Corporation ("Kemper") to be held at _____ on May 11, 1994 at
______________________________, and at any adjournments or
postponements thereof (the "Annual Meeting").
At the Annual Meeting, four Class II Directors of Kemper will be
elected for a three-year term expiring at the 1997 Annual Meeting of
Stockholders. GECC is soliciting your proxy in support of the
election of GECC's four nominees for Class II Directors of Kemper
named below (the "GECC Class II Nominees").
ALL GECC CLASS II NOMINEES ARE COMMITTED TO A SALE OR MERGER OF
KEMPER FOR A PRICE OF AT LEAST $55 PER SHARE OF KEMPER COMMON STOCK,
PAR VALUE $5.00 PER SHARE (THE "SHARES").
The record date for determining stockholders entitled to notice
of and to vote at the Annual Meeting is March 17, 1994 (the "Record
Date"). Stockholders of record at the close of business on the Record
Date will be entitled to one vote at the Annual Meeting for each Share
held on the Record Date. As of the close of business on the Record
Date, there were ____ Shares issued and outstanding.
_________________________
This Proxy Statement, the accompanying letter to stockholders and
BLUE Annual Meeting proxy card are first being furnished to Kemper
stockholders on or about April __, 1994. The principal executive
offices of Kemper are located at One Kemper Drive, Long Grove,
Illinois 60049.
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IMPORTANT
At the Annual Meeting, GECC seeks to elect the four GECC
Class II Nominees as the Class II Directors of Kemper.
The election of the four GECC Class II Nominees requires the
affirmative vote of a plurality of the votes cast on the matter,
assuming a quorum is present or otherwise represented at the
Annual Meeting. Consequently, only Shares that are voted in
favor of a particular nominee will be counted toward such
nominee's attaining a plurality of votes. Shares present at the
meeting that are not voted for a particular nominee (including
broker non-votes) and Shares present by proxy where the
stockholder properly withheld authority to vote for such nominee
will not be counted toward such nominee's attainment of a
plurality.
GECC URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE
ANNUAL MEETING PROXY CARD TO VOTE FOR ELECTION OF THE GECC CLASS
II NOMINEES.
A VOTE FOR THE GECC CLASS II NOMINEES WILL PROVIDE YOU--AS
THE OWNERS OF KEMPER--WITH REPRESENTATIVES ON THE KEMPER BOARD WHO
ARE COMMITTED TO A SALE OR MERGER OF KEMPER FOR A PRICE OF AT
LEAST $55 PER SHARE.
GECC URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY
KEMPER. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY
BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED
PROXY FOR THE ANNUAL MEETING TO GECC, C/O D.F. KING & CO., INC.,
CORPORATE ELECTION SERVICES, P.O. BOX 1150, PITTSBURGH,
PENNSYLVANIA 15230-9954 (THE "AGENT"), OR TO THE SECRETARY OF
KEMPER, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. SEE "PROXY
PROCEDURES" BELOW.
THE GECC CLASS II NOMINEES SUPPORT THE SALE OF KEMPER
All GECC Class II Nominees are committed to a sale or merger of
Kemper for a price of at least $55 per Share. If elected, the GECC
Class II Nominees will, subject to their fiduciary duties, seek to
cause the full Kemper Board of Directors to consummate a sale or
merger of Kemper for at least $55 per Share after satisfying all
governmental and regulatory requirements.
As indicated under "Background of Proposed Acquisition" below,
the incumbent Kemper Directors have repeatedly rejected GECC's
acquisition proposals but have not presented you with any alternative
other than Kemper remaining independent.
If, like us, you believe that you should have the opportunity to
decide the future of your company and that you should have the chance
to receive not less than $55 per Share for all of your Shares, GECC
urges you to vote your BLUE Annual Meeting proxy card FOR each of the
GECC Class II Nominees. All of the GECC Class II Nominees will, sub-
ject to their fiduciary duties, seek to give all stockholders the
opportunity to sell their Shares to GECC or another purchaser at a
price of not less than $55 per Share.
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ELECTION OF CLASS II DIRECTORS
According to publicly available information, Kemper currently has
thirteen Directors divided into three classes having staggered terms
of three years each. The terms of the four incumbent Class II
Directors, John T. Chain, Jr., George D. Kennedy, David B. Mathis and
Kenneth A. Randall, will expire at the Annual Meeting.
GECC proposes that the Kemper stockholders elect the GECC Class
II Nominees as the Class II Directors of Kemper at the Annual Meeting.
The four GECC Class II Nominees are listed below and have furnished
the following information concerning their principal occupations or
employment and certain other matters. Each GECC Class II Nominee, if
elected, would hold office until the 1997 Annual Meeting of
Stockholders and until a successor has been elected and qualified or
until their earlier death, resignation or removal.
GECC CLASS II NOMINEES FOR CLASS II DIRECTORS:
PRINCIPAL OCCUPATION AND BUSINESS
EXPERIENCE
NAME, AGE AND DURING LAST FIVE YEARS; CURRENT
PRINCIPAL BUSINESS ADDRESS DIRECTORSHIPS
-------------------------- --------------
John C. Deterding (62) From July 1993 through March
107 N. Waterview Drive 23, 1994, Mr. Deterding was a
Richardson, Texas 75080 consultant to GECC. From May
1981 through July 1, 1993,
Mr. Deterding was Senior Vice
President, General Manager of
GECC's Commercial Real Estate
Business.
Jack O. Peiffer (60) Retired; From 1984 through
4348 Sunbury Road December 31, 1993, Mr.
Galena, Ohio 43021 Peiffer was Senior Vice
President, Human Resources of
GE. Mr. Peiffer is a
Director of Dreyer's Grand
Ice Cream.
John W. Stanger (71) From October 1991 to present, Mr.
18305 Southeast Village Stanger has been a business
Circle consultant to various companies.
Tequesta, Florida 33469 From 1985 through October 1991,
Mr. Stanger was Chairman and Chief
Executive Officer of Stanger,
Miller, Inc. (investment
banking). Mr. Stanger served as
President of GECC from January
1975 to March 1984.
Paul W. Van Orden (66) From January 1991 to present, Mr.
214 Uris Hall Van Orden has been Executive-in-
Columbia University Resident, Executive Director of
Graduate Chazen Institute of International
School of Business Business at Columbia University
New York, New York 10027 Graduate School of Business. During
1989 and through June 1991, Mr. Van
Orden was Executive Vice President of GE.
Election of the GECC Class II Nominees as the Class II Directors
of Kemper requires the affirmative vote of a plurality of the votes
cast on the matter at the Annual Meeting, assuming a quorum is present
or otherwise represented at the Annual Meeting. Consequently, only
Shares that are voted in favor of a particular nominee will be counted
toward such nominee's attaining a plurality of votes. Shares present
at the meeting that are not voted for a particular nominee (including
broker non-votes) and Shares present by proxy where the stockholder
properly withheld authority to vote for such nominee will not be
counted toward such nominee's attainment of a plurality.
The accompanying BLUE Annual Meeting proxy card will be voted at
the Annual Meeting in accordance with your instructions on such card. You
may vote FOR the election of the GECC Class II Nominees as the Class
II Directors of Kemper or withhold authority to vote for the election
of the GECC Class II Nominees by marking the proper box on the BLUE
Annual Meeting proxy card. You may also withhold your vote from any of
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the GECC Class II Nominees by writing the name of such nominee in the
space provided on the BLUE Annual Meeting proxy card. IF NO MARKING
IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE
SHARES REPRESENTED BY THE BLUE ANNUAL MEETING PROXY CARD FOR THE
ELECTION OF ALL OF THE GECC CLASS II NOMINEES PROVIDED THAT YOU HAVE
SIGNED AND DATED THE PROXY CARD.
GECC believes that it is in your best interest to elect the GECC
Class II Nominees at the Annual Meeting. ALL GECC CLASS II NOMINEES
ARE COMMITTED TO GIVING EACH KEMPER STOCKHOLDER THE OPPORTUNITY TO
RECEIVE NOT LESS THAN $55 PER SHARE FOR ALL OF THEIR SHARES.
GECC STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE GECC
CLASS II NOMINEES.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
APPOINTMENT OF ACCOUNTANTS
GECC anticipates that at the Annual Meeting the stockholders will
again be asked to appoint KPMG Peat Marwick as Kemper's independent
accountants for the year 1994. GECC is not making any recommendation
on this proposal. The appointment of KPMG Peat Marwick requires the
affirmative vote of a majority of the votes cast on the matter at the
Annual Meeting, assuming a quorum is present or otherwise represented
at the Annual Meeting.
The accompanying BLUE Annual Meeting proxy card will be voted in
accordance with your instructions on such card. You may vote for the
appointment of KPMG Peat Marwick or vote against, or abstain from
voting on, the appointment of KPMG Peat Marwick by marking the proper
box on the BLUE Annual Meeting proxy card. IF NO MARKING IS MADE, YOU
WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO ABSTAIN FROM VOTING THE
SHARES REPRESENTED BY THE BLUE ANNUAL MEETING PROXY CARD WITH RESPECT
TO THE APPOINTMENT OF KPMG PEAT MARWICK.
OTHER PROPOSALS
Except as set forth above, GECC is not aware of any proposals to
be brought before the Annual Meeting. Should other proposals be
brought before the Annual Meeting, the persons named on the BLUE
Annual Meeting proxy card will abstain from voting on such proposals
unless such proposals adversely affect GECC, in which event such
persons will vote on such proposals at their discretion.
PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS ON THE ABOVE-DESCRIBED PROPOSALS TO BE
REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND DATE THE
ENCLOSED BLUE ANNUAL MEETING PROXY CARD AND RETURN IT TO GECC, C/O
D.F. KING & CO., INC., CORPORATE ELECTION SERVICES, P.O. BOX 1150,
PITTSBURGH, PENNSYLVANIA 15230-9954 IN THE ENCLOSED ENVELOPE IN TIME
TO BE VOTED AT THE ANNUAL MEETING. Execution of the BLUE Annual
Meeting proxy card will not affect your right to attend the Annual
Meeting and to vote in person. Any proxy may be revoked at any time
prior to the Annual Meeting by delivering a written notice of
revocation or a later dated proxy for the Annual Meeting to GECC or to
the Secretary of Kemper, or by voting in person at the particular
meeting. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL
COUNT.
Only holders of record as of the close of business on the Record
Date will be entitled to vote. If you were a stockholder of record on
the Record Date, you will retain your voting rights for the Annual
Meeting even if you sell such Shares after the Record Date.
ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE THE SHARES HELD BY YOU ON
THE RECORD DATE, OR GRANT A PROXY TO VOTE SUCH SHARES ON THE BLUE
ANNUAL MEETING PROXY CARD, EVEN IF YOU SELL SUCH SHARES AFTER THE
RECORD DATE.
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If any of your Shares are held in the name of a brokerage firm,
bank, bank nominee or other institution on the Record Date, only it
can vote such Shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for
your account and instruct that person to execute on your behalf the
BLUE Annual Meeting proxy card.
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BACKGROUND OF PROPOSED ACQUISITION
On January 26, 1994, Gary Wendt, President and Chief Executive
Officer of GECC, Silas Cathcart, a GE director, and Paul Street,
Senior Vice President of GECC, met with David B. Mathis, Chairman of
the Board and Chief Executive Officer of Kemper, and Stephen B.
Timbers, President and Chief Operating Officer of Kemper, to discuss a
possible merger transaction. Following the meeting, Mr. Wendt
communicated with Mr. Mathis and also spoke with representatives of
Kemper's financial advisors, in an effort to arrange for further
meetings with representatives of Kemper to discuss a possible merger
between Kemper and GECC or another GE affiliate. Similar calls were
placed by other GE and GECC representatives with Kemper
representatives in an effort to arrange for such meetings. On
February 25, 1994, John F. Welch, Chairman of the Board and Chief
Executive Officer of GE, called Mr. Mathis reiterating GE's desire for
further discussions.
On March 2, 1994, Mr. Welch sent the following letter on behalf
of GE to Mr. Mathis:
"Dear Mr. Mathis:
I appreciate all your good words about our Company and the
opportunity you have afforded Gary Wendt and me to give you our
views concerning the potential benefits of a business combination
between Kemper Corporation and GE Capital Services, Inc. I also
understand your personal desire to remain independent and your
wish not to continue discussions at this time.
Nevertheless, I want you to know that we are fully
committed, as an institution, to proceeding with a transaction
that could create maximum value for Kemper's employees,
customers, and shareholders. Although you have previously
indicated that Kemper is not for sale at any price, we are
certain that, upon reflection, you and your Board of Directors
will recognize the extraordinary opportunity that a combination
with GE represents for all of the Kemper constituencies.
Consequently, I am by this letter making a firm proposal to
Kemper to pay $55.00 per share in cash for 100% of Kemper's
outstanding common stock. This price is almost 45% over the
market price of Kemper's common stock on January 26th, when Gary
met with you in Chicago. Obviously, financing the transaction is
not a condition to proceed to closing.
We also believe that a higher price may be achieved if we
could conduct limited due diligence of your activities, with
particular attention to the real estate portfolio. We believe
this can be accomplished in a matter of days. While we briefly
review your real estate holdings, the details of the proposed
transaction can be negotiated in a mutually satisfactory merger
agreement, subject to regulatory approvals and the approval of
your Board and the Boards of the Kemper funds.
As we discussed, the advantages gained from the combination
of our two companies are clear and compelling:
Our financial strength (AAA credit rating), management
reputation, and long record of success in financial services
would be attractive to your organization as you contemplate
the more intense and complex competition of a rapidly
changing technical and global marketplace.
Kemper would be the flagship of our major thrust in the
asset management business. This would probably permit the
consolidation of other GE/GE Capital asset management
activities (which currently exceed $75 billion) with
Kemper's existing operations.
We are able and prepared to commit substantial new capital
to growing asset management under the Kemper banner.
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We could further strengthen Kemper and its life insurance
operations by transferring certain problem real estate
assets to parts of GE Capital which are experienced in
managing and maximizing the value of such assets. This
would free the Kemper organization to concentrate its full
attention to growing its insurance, brokerage, and asset
management businesses nationally and internationally.
GE/GE Capital's existing international network of
relationships with financial institutions and our
substantial foreign operations will facilitate the global
expansion of your existing activities.
We would plan to maintain Kemper's top management and to
provide attractive performance-based incentives and benefits
for employees.
We offer a culture with values, atmosphere, and a commitment
to excellence which I believe your people would find
attractive.
We would very much like the opportunity to meet again with
you and, if you feel it is appropriate, with the members of your
Board of Directors. We feel certain that all of you will agree
that your shareholders should have the opportunity to consider
our firm proposal of $55.00 per share - a substantial premium
over the market.
I will call you to arrange a mutually satisfactory place and
time for us to discuss the specifics of the transaction, the
management arrangements, and a possible timetable for the review
of your real estate assets.
In closing, I believe the combination of your strengths and
ours would create a more competitive global participant in the
asset management arena while, at the same time, you and your team
can be proud of the great returns you have created for your
shareholders.
Once again, let me reiterate our sincere intention to
accomplish this transaction directly with you and Kemper's Board
of Directors.
I look forward to our discussions in the near future.
Sincerely,
/s/ J.F. Welch
Chairman of the Board
General Electric"
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On March 4, 1994, Mr. Mathis sent the following letter (the
"Kemper March 4 Letter")
to Mr. Welch:
"Dear Mr. Welch:
I have received your letter dated March 2, 1994 outlining
your proposal with respect to Kemper Corporation, and I have
discussed your letter with members of our Board.
As I have previously told you, we strongly believe that a
sale of the company at this time is not in the best interests of
our stockholders. We do, however, plan to review your proposal
more formally at our regularly scheduled Board meeting later this
month.
Sincerely,
/s/ David B. Mathis
Chairman and CEO
Kemper Corporation"
Following receipt of the Kemper March 4 Letter from Mr. Mathis,
representatives of GECC communicated with representatives of Kemper
and repeated their desire for further discussions. On March 14, 1994,
after being told that Mr. Mathis was not available, Mr. Wendt sent the
following letter to Mr. Mathis:
"Dear Mr. Mathis:
As Jack Welch indicated in his letter to you of March 2, we
believe that there are clear and compelling advantages from the
combination of our two companies and that such a transaction
would create maximum value for your employees, customers and
shareholders.
We were, thus, disappointed to receive your letter of March
4 and learn that you are not interested in pursuing our proposal
for a cash merger transaction in which your shareholders would
receive a price of at least $55 per share in cash for 100 percent
of Kemper's outstanding common stock.
We hope that, when the Kemper Board does meet to consider
our proposal "more formally," you and your colleagues will
reconsider the decision not to accept our proposal at this time
and would be willing to meet with us to discuss the proposal.
As you reconsider the decision, we believe it would be
helpful for all of us to hear the views of your shareholders.
Accordingly, we are immediately making our proposal and prior
correspondence public.
Let me reiterate our sincere intention to accomplish this
transaction with you, your colleagues in management and Kemper's
Board of Directors. To that end, Jack and I look forward to
meeting you at your earliest convenience to conclude this
transaction in a professional and constructive manner.
Yours truly,
/s/ Gary C. Wendt
Chairman and CEO
GE Capital Services"
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On March 17, 1994, Mr. Mathis sent the following letter to Mr.
Welch:
"Dear Mr. Welch:
At its meeting today, Kemper Corporation's Board of
Directors requested that I write to you and state clearly once
again that Kemper Corporation is not for sale at this time. The
Board also asked that I send you Kemper's press release issued
today, which cites the Board's unanimous vote to reject General
Electric Company's unsolicited proposal. A copy is attached.
The Board's action reflects its conviction that value for
our stockholders can be created best by pursuing the effective
strategic plans of an independent Kemper. The Kemper directors
are not concerned about entrenching their or management's
positions. Instead, the Board's action signals its confidence
that Kemper's stockholders are best served by providing current
management with the opportunity to realize Kemper's tremendous
upside potential on behalf of its stockholders.
You and Mr. Wendt have asserted that your approach would
benefit Kemper stockholders. However, neither we nor our
stockholders are so easily fooled. You are trying to do what you
are paid to do -- create value for General Electric's
shareholders, this time by stealing Kemper with a "low ball"
proposal.
We have been surprised by your public, hostile and
unsolicited proposal to acquire Kemper. In the past, when most
people thought of corporate raiders, General Electric did not
come to mind. I would hope now that you would attend your own
business and its independent interests, and allow us the same
courtesy.
Sincerely,
/s/ David B. Mathis
Chairman and CEO
Kemper Corporation"
On March 20, 1994, Mr. Wendt sent the following letter to Mr.
Mathis:
"Mr. David B. Mathis
Chairman & Chief Executive Officer
Kemper Corporation
One Kemper Drive
Building 3 - 3rd Floor
Long Grove, Illinois 60049
Dear David:
At Jack Welch's request, I am responding to your letter of
March 17.
We were disappointed at your continued refusal even to
discuss our $55 per share cash merger proposal. Our proposal is
both fair and reasonable to Kemper's shareholders and most
beneficial to the other constituencies with which a dedicated
Board and management would concern itself.
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You emphasize in your letter that your Board and management
will do what is in the best interest of its shareholders. At
this point, we are all best served in letting the shareholders
decide what that interest is.
We have repeatedly attempted to begin serious discussions
with you that would result in the delivery to your shareholders
of a full and fair price of $55 per share. By your refusal, you
leave us no choice but to proceed unilaterally and communicate
directly with our fellow shareholders who surely will feel the
time-sensitive urgency to consummate this transaction as promptly
as possible or risk seeing their values decline.
Therefore, we are requesting a Kemper shareholder list so
that we may communicate directly with them and let them make the
determination regarding our proposal. We trust this list will be
given to us promptly.
Very truly yours,
/s/ Gary C. Wendt"
GECC intends to continue to seek to negotiate with Kemper with
respect to its proposal to acquire Kemper. If such negotiations
result in a definitive merger or other agreement between Kemper and
GECC, the consideration to be received by holders of Shares could
include or consist of common stock of GE, other securities, cash or
any combination thereof. Accordingly, such negotiations could result
in, among other things, termination of this proxy solicitation and
submission of a different acquisition proposal to Kemper's
stockholders for their approval. As indicated elsewhere in this Proxy
Statement, the GECC Class II Nominees, if elected, will, subject to
their fiduciary duties, seek to cause the full Board of Directors to
consummate a sale or merger of Kemper for at least $55 per Share after
satisfying all governmental and regulatory requirements. Although
GECC does not presently intend, in the event the GECC Class II
Nominees are elected, to alter the terms of the proposed acquisition
to provide for the issuance of GE common stock or other consideration
in exchange for Shares, it is possible that, depending on the facts
and circumstances existing at the time, the terms might be altered in
this or other respects.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone or
telecopier and in person. Solicitations may be made by Directors,
officers, investor relations personnel and other employees of GECC,
none of whom will receive additional compensation for such
solicitations. GECC has requested banks, brokerage houses and other
custodians, nominees and fiduciaries to forward all of its
solicitation materials to the beneficial owners of the Shares they
hold of record. GECC will reimburse these record holders for
customary clerical and mailing expenses incurred by them in forwarding
these materials to their customers.
GECC has retained the Agent for solicitation and advisory
services in connection with the solicitation, for which the Agent is
to receive an initial fee of $75,000 plus up to an additional $225,000
after completion of the solicitation of proxies for the Annual
Meeting, together with reimbursement for its reasonable out-of-pocket
expenses. GECC has also agreed to indemnify the Agent against certain
liabilities and expenses, including liabilities and expenses under the
federal securities laws. The Agent will solicit proxies for the
Annual Meeting from individuals, brokers, banks, bank nominees and
other institutional holders. It is anticipated that the Agent will
employ approximately 50 persons to solicit stockholders for the Annual
Meeting.
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Lazard Freres & Co. ("Lazard") is acting as GECC's financial
advisor in connection with the proposed acquisition of, or a business
combination with, Kemper. GECC has agreed to pay Lazard for its
services a cash fee of four-tenths of one percent (0.40%) of the
aggregate consideration paid or payable by GECC to Kemper and its
stockholders in connection with the acquisition of Kemper through,
among other things, the purchase of a majority of its capital stock or
a merger. Such fee will be payable upon the consummation of an
acquisition of Kemper by GECC. GECC has also agreed to reimburse
Lazard for all out-of-pocket expenses incurred by Lazard, including
the fees of its counsel, and to indemnify Lazard against certain
liabilities and expenses in connection with the proposed acquisition,
including certain liabilities under the federal securities laws.
Lazard has from time to time rendered, and continues to render,
various investment banking services to GECC and its affiliates for
which it is paid its customary fees. In connection with Lazard's
engagement as financial advisor, GECC anticipates that employees of
Lazard may communicate in person, by telephone or otherwise with a
limited number of institutions, brokers or other persons who are
Kemper stockholders for the purpose of assisting in the solicitation
of proxies for the Annual Meeting. Lazard will not receive any fee
for or in connection with such solicitation activities apart from the
fees which it is otherwise entitled to receive as described above.
Lazard was financial advisor, and rendered a fairness opinion, to
Lumbermens Mutual Casualty Company ("Lumbermens") in connection with
the exchange by Lumbermens of its holdings of Kemper common stock to
Kemper for certain assets of Kemper, consisting of the Kemper
Reinsurance Company and its subsidiaries and National Loss Control
Service Corporation. As a result of this transaction, which was
completed in August 1993, Lumbermens' holdings of Kemper common stock
were reduced from approximately 37% to 4% of the outstanding Kemper
common stock. Lazard, through its real estate group, advises and
assists Lumbermens in the review of certain of its real estate
investments. Kemper has a financial interest in a substantial
majority of the real properties in which Lumbermens has its
investments.
The entire expense of soliciting proxies for the Annual Meeting
is being borne by GECC. GECC will not seek reimbursement for such
expenses from Kemper. Costs incidental to these solicitations of
proxies include expenditures for printing, postage, legal, accounting,
public relations, soliciting, advertising and related expenses and are
expected to be approximately $_____. Total costs incurred to date in
furtherance of or in connection with these solicitations of proxies
are approximately $_____.
If GECC should withdraw, or materially amend the terms of, this
solicitation of proxies prior to the Annual Meeting, GECC will
disseminate such information regarding such changes to Kemper
stockholders and, in appropriate circumstances, will provide
stockholders with a reasonable opportunity to revoke their proxies
prior to the Annual Meeting.
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<PAGE>
OTHER INFORMATION
The principal business of GECC is providing financial services,
including a full range of leasing, loan, equipment management services
and annuities, and specialty insurance services which include private
mortgage insurance, financial (primarily municipal) guarantee
insurance, creditor insurance, reinsurance and, for financing
customers, credit life and property and casualty insurance. The
principal business of GE is the development, manufacture and marketing
of a wide variety of products for the generation, transmission,
distribution, control and utilization of electricity. In addition, GE
manufactures commercial and military aircraft jet engines and through
a subsidiary is engaged in television broadcasting. GE also offers a
broad variety of services including product support services;
electrical product supply houses; electrical apparatus installation,
engineering, repair and rebuilding services; and computer-related
information services.
Certain information about certain Directors, executive officers,
employees and other representatives of GECC and GE who, in each case,
may also assist the Agent in soliciting proxies is set forth in the
attached Schedule I. Schedule II sets forth certain information
relating to Shares owned by GE, GECC, such individuals and the GECC
Class II Nominees and certain transactions between any of them and
Kemper. Schedule III sets forth information regarding certain
proceedings affecting GE. Schedule IV sets forth certain information,
as made available in public documents, regarding Shares held by
Kemper's management and 5% shareholders.
PLEASE INDICATE YOUR SUPPORT OF THE GECC CLASS II NOMINEES BY
COMPLETING, SIGNING AND DATING THE ENCLOSED BLUE ANNUAL MEETING PROXY
CARD AND RETURN IT PROMPTLY TO GECC, C/O D.F. KING & CO., INC.,
CORPORATE ELECTION SERVICES, P.O. BOX 1150, PITTSBURGH, PENNSYLVANIA
15230-9954 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE
ENVELOPE IS MAILED IN THE UNITED STATES.
GENERAL ELECTRIC CAPITAL
CORPORATION
April __, 1994
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<PAGE>
<PAGE>
SCHEDULE I
----------
INFORMATION CONCERNING CERTAIN DIRECTORS,
EXECUTIVE OFFICERS,
EMPLOYEES AND OTHER REPRESENTATIVES OF GE AND GECC
The following table sets forth the name and the present principal
occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is
carried on, of certain Directors, executive officers, employees and
other representatives of GE and GECC who, in each case, may also
assist the Agent in soliciting proxies from Kemper stockholders.
Unless otherwise indicated, (i) the principal business address of each
Director, executive officer or employee of GE named below is General
Electric Company, 3135 Easton Turnpike, Fairfield, Connecticut 06431-
0001 and (ii) the principal business address of each Director,
executive officer or employee of GECC named below is General Electric
Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927.
CERTAIN DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES OF
GE AND GECC
Name and Principal Present Office or Other
Business Address Principal Occupation or
------------------ Employment
-----------------------
John F. Welch, Jr. Chairman of the Board, Chief
Executive Officer and Director
of GE
Paolo Fresco Vice Chairman of the Board,
Executive Officer and Director
of GE
Frank P. Doyle Executive Vice President of GE
Dennis Dammerman Senior Vice President, Finance
of GE
Benjamin W. Heineman, Jr. Senior Vice President, General
Counsel and Secretary of GE
James W. Ireland Manager - Corporate Investor
Communications of GE
JoAnna H. Morris Manager-Investor Relations of
GE
Gary C. Wendt Chairman, President, Chief
Executive Officer and Director
of General Electric Capital
Services, Inc. ("GECS") and
GECC
Burton J. Kloster, Jr. Senior Vice President, General
Counsel and Secretary of GECS
and GECC
James A. Parke Senior Vice President, Finance
of GECC
Paul A. Street Senior Vice President of GECC
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<PAGE>
<PAGE>
REPRESENTATIVES OF GE AND GECC
Name and Principal Present Office or Other
Business Address(F1) Principal Occupation or
-------------------- Employment
-----------------------
J. Ira Harris General Partner of Lazard
Lazard Freres & Co.
200 West Madison
Suite 2200
Chicago, Illinois 60606
Kendrick R. Wilson III General Partner of Lazard
Norman R. Prouty, Jr. Limited Partner of Lazard
Paolo M. Pellegrini Vice President of Lazard
Gary S. Shedlin Vice President of Lazard
(F1) Unless otherwise indicated, the principal business address
of all representatives of GE and GECC named above is Lazard
Freres & Co., One Rockefeller Plaza, New York, New York 10020.
S-I-
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<PAGE>
<PAGE>
SCHEDULE II
-----------
SHARES HELD BY GE, GECC, CERTAIN OF THEIR RESPECTIVE
DIRECTORS, EXECUTIVE OFFICERS, EMPLOYEES AND
OTHER REPRESENTATIVES AND THE GECC CLASS II NOMINEES
AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND KEMPER
GECC is the beneficial and record holder of 100 Shares purchased
in the open market on March 15, 1994 for $61.875 per Share.
Burton J. Kloster, Jr., James A. Parke and Paul A. Street have
agreed to serve as the proxies on the BLUE Annual Meeting proxy card.
Except as disclosed in this Schedule, none of GE, GECC, any of
their respective Directors, executive officers, employees or other
representatives named in Schedule I or the GECC Class II Nominees owns
any securities of Kemper or any subsidiary of Kemper, beneficially or
of record, has purchased or sold any of such securities within the
past two years or is or was within the past year a party to any
contract, arrangement or understanding with any person with respect to
any such securities. Except as disclosed in this Schedule, to the
best knowledge of GE, GECC, such Directors, executive officers,
employees and other representatives and the GECC Class II Nominees,
none of their associates beneficially owns, directly or indirectly,
any securities of Kemper.
In the ordinary course of its business, Lazard engages in
securities trading and brokerage activities and may trade or otherwise
effect transactions in debt or equity securities of Kemper. Lazard,
through its asset management group, has investment discretion over
various client accounts that hold Shares of Kemper. Accordingly,
Lazard may be deemed to be the beneficial owner, for Securities and
Exchange Commission reporting purposes, of 637,000 Shares of Kemper as
of March 23, 1994 which are held in such discretionary accounts.
Information regarding purchases and sales of such Shares by Lazard's
asset management group within the past two years is provided in
Schedule __.
In the ordinary course of business, certain affiliates of GECC
engage in securities trading and brokerage activities for the benefit
of third parties, and may trade or otherwise effect transactions in
debt or equity securities of Kemper.
Kidder, Peabody & Co. Incorporated ("Kidder, Peabody") received
approximately $1.2 million in revenue in 1993 from sales of Kemper
sponsored mutual funds. Kemper and related entities (including the
Kemper funds) are also customers of Kidder, Peabody. Kidder, Peabody
obtained approximately $8.1 million in revenues from Kemper funds.
In 1984, Financial Guaranty Insurance Company, a subsidiary of
GECC, backed a stand-by funding commitment issued by Kemper Investors
Life Insurance Company. Exposure under such arrangement currently
totals approximately $27.2 million.
GECC's Vendor Financial Services currently has exposure of
approximately $364,000 resulting from office equipment leases in the
normal course of business in which Kemper affiliates are lessees.
Employer's Reinsurance Corporation, a wholly owned subsidiary of
GECS, currently cedes and assumes premiums from and to Kemper
Reinsurance. The total amount of transactions with such entity in
1993 until its sale by Kemper was approximately $780,000.
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<PAGE>
<PAGE>
SCHEDULE III
------------
CERTAIN PROCEEDINGS AFFECTING GE
1. UNITED STATES EX REL. TAXPAYERS AGAINST FRAUD AND CHESTER L.
------------------------------------------------------------
WALSH V. GENERAL ELECTRIC COMPANY
---------------------------------
On November 14, 1990, an action under the federal False Claims
Act 31 U.S.C. Sections 3729-32, was filed under seal against GE in the
United States District Court for the Southern District of Ohio. The
qui tam action, brought by an organization called Taxpayers Against
Fraud and an employee of GE's Aircraft Engines division ("GEAE"),
alleged that GEAE, in connection with its sales of F110 aircraft
engines and support equipment to Israel, made false statements to the
Israeli Ministry of Defense (MoD), causing MoD to submit false claims
to the United States Department of Defense under the Foreign Military
Sales Program. Senior GE management became aware of possible
misconduct in GEAE's Israeli F110 program in December 1990. Before
learning of the sealed qui tam suit, GE immediately made a voluntary
disclosure to the Departments of Defense and Justice, promised full
cooperation and restitution, and began an internal investigation. In
August 1991, the federal court action was unsealed, and the Department
of Justice intervened and took over responsibility for the case.
On July 22, 1992, after GE had completed its investigation and
made a complete factual disclosure to the U.S. government as part of
settlement discussions, the United States and GE executed a settlement
agreement and filed a stipulation dismissing the civil action.
Without admitting or denying the allegations in the complaint, GE
agreed to pay $59.5 million in full settlement of the civil fraud
claims. Also on July 22, 1992, in connection with the same matter,
the United States filed a four count information charging GE with
violations of 18 U.S.C. Section 287 (submitting false claims against
the United States), 18 U.S.C. Section 1957 (engaging in monetary
transactions in criminally derived property), and 15 U.S.C. Sections
78m(b)(2)(A) and 78ff(a) (inaccurate books and records), and 18 U.S.C.
Section 371 (conspiracy to defraud the United States and to commit
offenses against the United States). The same day, GE and the United
States entered a plea agreement in which GE agreed to waive
indictment, plead guilty to the information, and pay a fine of $9.5
million. GE was that day sentenced by the federal court in accordance
with the plea agreement.
2. UNITED STATES OF AMERICA V. GENERAL ELECTRIC COMPANY D/B/A
----------------------------------------------------------
MANAGEMENT AND TECHNICAL SERVICES CO., GERALD A. LEO A/K/A "BUD" AND
--------------------------------------------------------------------
JAMES BADOLATO
--------------
On February 2, 1990, a jury sitting in the United States District
Court for the Eastern District of Pennsylvania found GE "vicariously
liable" for the 1983 acts of two contract employees of a separate
corporate subsidiary ("MATSCO") of GE. GE was found guilty of mail
fraud and of violating the False Claims Act. This action arose from
1983 negotiations by MATSCO of a single contract with the Army for
production of battlefield computer systems. A MATSCO contract
employee was found to have failed to notify the Army that they had
negotiated lower subcontract prices with vendors than had originally
been projected. Following an internal review, MATSCO promptly
refunded $3.69 million to the Government. The Government did not
allege that any director or officer of GE had any knowledge of any
withholding of information from the Army. On July 26, 1990, pursuant
to a joint sentencing memorandum, GE and the Department of Justice
settled the MATSCO civil and criminal cases and resolved several other
civil matters from the early 1980's which were not the subject of
litigation. Under the settlement, GE paid the Government $13.9
million for unrelated contracting errors voluntarily disclosed to the
Government by GE or agreed to by GE as a result of governmental and GE
audits. GE also paid $16.1 million in fines for the MATSCO civil and
criminal cases.
S-II-
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<PAGE>
3. UNITED STATES OF AMERICA V. RCA CORPORATION
-------------------------------------------
On January 31, 1990 RCA agreed to plead guilty to two criminal
counts of unauthorized conveyance of Government property (Pentagon
budget documents). RCA agreed to pay a $20,000 criminal fine and
$2.48 million to settle any civil claims that might arise out of the
subject matter of the Government's investigation. The settlement did
not involve any allegations of wrongdoing by GE. The charges arose
from the activities of two former RCA employees who, in the mid-1980's
before GE acquired RCA in 1986, obtained unauthorized copies of
Pentagon budget documents. The two former RCA employees also pleaded
guilty to criminal charges in connection with the unauthorized
conveyance of Pentagon documents.
4. UNITED STATES OF AMERICA V. GENERAL ELECTRIC COMPANY
----------------------------------------------------
On March 26, 1985 an indictment was returned against GE by a
grand jury in the United States District court for the Eastern
District of Pennsylvania charging GE with four counts of making false
claims and with 104 counts of making false statements in violation of
the United States Criminal Code, in connection with work performed for
the United States Air Force by GE's Re-Entry Systems Operation. On
May 13, 1985, GE pleaded guilty to the various counts in the
indictment and was fined a total of $1,040,000 and paid an additional
$1,905,000 in civil fines and reimbursements.
5. Except for the foregoing, GE has not, during the last ten years,
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). In addition, to the best of GE's knowledge,
none of the GE directors and executive officers has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
6. Allegations of various federal law violations, including alleged
antitrust violations involving GE and DeBeers Consolidated Mines, Ltd.
in the industrial diamonds industry, were made in a wrongful
termination action brought by a former vice president of GE. On
February 16, 1994, the wrongful termination action was dismissed with
prejudice and the former officer filed a sworn statement conceding
that he had no personal knowledge of any wrongdoing by GE personnel
and that he had become aware that GE had removed him based on its view
of his performance, not because he was a "whistleblower." On February
17, 1994, an indictment was returned in the United States District
Court in Columbus, Ohio, following the previously reported grand jury
investigation by the United States Department of Justice, charging GE
and one European employee of GE's superabrasives business, and other
unrelated parties, with entering into an anti-competitive agreement in
violation of federal antitrust laws. GE denies the charges and
intends to vigorously contest them.
S-II-
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<PAGE>
<PAGE>
SCHEDULE IV
-----------
SHARES HELD BY KEMPER'S MANAGEMENT
As of February 1, 1993, the Directors and executive officers of
Kemper beneficially owned (within the meaning of the rules under
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) 646,947 Shares (or approximately 2.0% of the Shares
reported by the Company as outstanding on October 31, 1993). Such
646,947 Shares do not include 32,618 shares held in several trusts as
to which a Kemper director shares voting and investment power, but as
to which he disclaims beneficial ownership. Such Shares also exclude
19,181,119 Shares (the "Lumbermens' Shares") held by Lumbermens Mutual
Casualty Company, a foundation ("Lumbermens"), American Manufacturers
Mutual Insurance Company ("AMM") and various trusts established for
the benefit of Lumbermens' employees, as of February 1, 1993, which
certain Kemper Directors, to the extent they are also members of
Lumbermens' or AMM's boards of directors, or are trustees of the
foundation, could be deemed to control either through voting or
dispositive power. Based on Kemper's quarterly report on Form 10-Q
for the quarter ended September 30, 1993, as filed with the Securities
and Exchange Commission, GECC believes that the number of Lumbermens'
Shares had been reduced to approximately 1,250,000 Shares as of August
12, 1993. Such 646,947 Shares also exclude Shares held by or for the
benefit of the spouse or children of officers or Directors of Kemper,
as to which such individuals disclaim beneficial ownership. Except as
specifically noted, all of the foregoing information has been taken
from Kemper's 1993 Annual Meeting Proxy Statement dated April 10,
1993.
To the knowledge of GECC, based on a review of documents on file
as of March 21, 1994 with the Securities and Exchange Commission under
the Exchange Act, the following three persons beneficially own 5% or
more of the outstanding Shares.
Amount and
Nature of
Title of Name and Address of Beneficial Percent of
Class Beneficial Owner Ownership Class(F1)
--------- --------------------- ---------- ---------
Common Stock Franklin Resources, Inc. 3,145,498(F2) 9.6%
($5 par 777 Mariner Island Blvd.
value) P.O. Box 7777
San Mateo, CA 94404
Common Stock Southeastern Asset 2,635,700(F3) 8.1%
($5 par Management, Inc.
value) 860 Ridgelake Blvd., Suite
301
Memphis, Tennessee 38120
Common Stock Neuberger & Berman 1,658,310(F4) 5.1%
($5 par 605 Third Avenue
value) New York, New York 10158
---------------
(F1) Based on the number of Shares outstanding as of October 31,
1993 as reported by Kemper in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993.
(F2) Franklin Resources, Inc. has sole voting power as to
2,797,998 Shares, shared voting power as to an additional 347,500
Shares and shared dispositive power as to 3,145,498 Shares.
(F3) Southeastern Asset Management, Inc. has sole voting power
as to 2,018,700 Shares, shared and no voting power as to 500,000
Shares and 117,000 Shares, respectively, sole dispositive power
as to 2,135,700 Shares and shared dispositive power as to 500,000
Shares.
(F4) Neuberger & Berman has sole voting power as to 402,025
Shares, shared voting power as to 325,000 Shares, and shared
voting power as to 1,658,310 Shares.
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<PAGE>
<PAGE>
Although GECC does not have any information that would indicate
that any information contained in this Proxy Statement that has been
taken from Kemper's 1993 Annual Meeting Proxy Statement dated April
10, 1993 or any other document on file with the Securities and
Exchange Commission is inaccurate or incomplete, GECC takes no
responsibility for the accuracy or completeness of such information.
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<PAGE>
<PAGE>
IMPORTANT
Your proxy is important. No matter how many Shares you own,
please give GECC your proxy FOR the election of the GECC Class II
Nominees by:
SIGNING the enclosed BLUE Annual Meeting proxy card,
DATING the enclosed BLUE Annual Meeting proxy card and
MAILING the enclosed BLUE Annual Meeting proxy card TODAY in the
envelope provided (no postage is required if mailed in the United
States).
If you have already submitted a proxy to Kemper for the Annual
Meeting, you may change your vote to a vote FOR the election of the
GECC Class II Nominees by signing, dating and returning the enclosed
BLUE proxy card for the Annual Meeting, which must be dated after any
proxy you may have submitted to Kemper. Only your latest dated proxy
for the Annual Meeting will count at such meeting.
If you have any questions or require any additional information
concerning this Proxy Statement or the proposal by GECC to acquire
Kemper, please contact D.F. King & Co., Inc. at the address set forth
below. IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE
FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND INSTRUCT THAT PERSON TO EXECUTE THE BLUE ANNUAL MEETING PROXY
CARD.
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
1-800-859-8511
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<PAGE>
<PAGE>
PRELIMINARY COPIES
KEMPER CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY GENERAL ELECTRIC CAPITAL CORPORATION
The undersigned stockholder of Kemper Corporation hereby appoints
each of Burton J. Kloster, Jr., James A. Parke and Paul A. Street, and
each of them with full power of substitution, for and in the name of
the undersigned, to represent and to vote, as designated below, all
shares of common stock of Kemper Corporation that the undersigned is
entitled to vote if personally present at the 1994 Annual Meeting of
Stockholders of Kemper Corporation, and at any adjournment thereof.
The undersigned hereby revokes any previous proxies with respect to
the matters covered by this Proxy.
GENERAL ELECTRIC CAPITAL CORPORATION RECOMMENDS A VOTE FOR
PROPOSAL 1.
(Please mark each proposal with an "X" in the appropriate box)
1. ELECTION OF CLASS II DIRECTORS:
Election of John C. Deterding, Jack O. Peiffer, John W. Stanger and
Paul W. Van Orden as Class II Directors whose terms expire in 1997.
[_] FOR all nominees [_] WITHHOLD AUTHORITY for all
except as marked below nominees
(INSTRUCTION: To withhold authority to vote for one or more nominees,
mark FOR above and print the name(s) of the person(s) with respect to
whom you wish to withhold authority to vote in the space provided
below.)
----------------------------------------------------------------------
2. APPOINTMENT OF KPMG PEAT MARWICK AS 1994 INDEPENDENT AUDITORS.
[_] FOR [_] AGAINST [_] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF, IF SUCH OTHER BUSINESS ADVERSELY AFFECTS
GENERAL ELECTRIC CAPITAL CORPORATION.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE PROVIDED
(CONTINUED ON OTHER SIDE)
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<PAGE>
<PAGE>
(CONTINUED FROM OTHER SIDE)
This Proxy, when properly executed, will be voted in the manner
marked herein by the undersigned stockholder. IF NO MARKING IS
MADE, THIS PROXY WILL BE DEEMED TO BE A DIRECTION TO VOTE FOR
PROPOSAL 1 AND TO ABSTAIN FROM VOTING ON PROPOSAL 2.
Please date and sign this
proxy exactly as your name
appears hereon.
-----------------------------
(Signature)
-----------------------------
(Signature, if held jointly)
-----------------------------
(Title)
Dated:
-----------------------
To vote in accordance with the When shares are held by joint
General Electric Capital tenants, both should sign.
Corporation's recommendation, When signing as attorney-in-
just sign and date this proxy; fact, executor,
no boxes need to be checked. administrator, trustee,
guardian, corporate officer
or partner, please give full
title as such. If a
corporation, please sign in
corporate name by President
or other authorized officer.
If a partnership, please sign
in partnership name by
authorized person.
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