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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
[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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GE Capital
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GARY C. WENDT 250 Long Ridge Road, Stamford, CT 06927
President and 203 357-4460
Chief Executive Officer
April 8, 1994
Mr. O. Mason Hawkins
Chairman
Southeastern Asset Management
860 Ridgelake Boulevard #301
Memphis, TN 38120
Dear Mr. Hawkins:
I'm sorry that we did not have time to fully explore all the
issues in our brief conversation of Wednesday evening.
I had particularly wanted to inform you of our concern about the
needless time which is passing because Kemper's management refuses to
even discuss the possibility of a sale with GE Capital. While time
passes we believe that Kemper's position and value may deteriorate -
employees can be expected to leave, market share will likely be
eroded, and a no longer robust market will be actively fought over by
stronger, better positioned competitors.
Had we chosen to conduct a protracted negotiation for Kemper, our
strategy would have been to initially offer a smaller - but still very
handsome - premium over market and then be patient while management
ratcheted us to a higher level. Rather, because of the nature of the
asset management and securities brokerage industries, we chose a
preemptive price to encourage a quick transaction to allow that
immediate recapitalization and reenergizing of Kemper necessary to
justify the premium price we have said we are willing to pay.
Because of securities law, we have been unable to publicly
discuss these concerns with Kemper's shareholders until now.
Hopefully this explanation will cause you to seek further
discussions with GE Capital and, above all, to encourage the
management of Kemper to provide us with any additional information
which could cause our price conclusion to change.
Very truly yours,
/s/ Gary C. Wendt
Gary C. Wendt
