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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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KEMPER AND GE CAPITAL ENTER INTO AGREEMENT
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Stamford, Conn, May 8, 1994 -- General Electric Capital
Corporation and Kemper Corporation jointly announced today
that they have entered into an agreement under which GE Capital will
increase the price it would pay for all of Kemper's outstanding common
stock to $60 cash per share in a cash merger transaction, subject to
the satisfactory completion of due diligence by GE Capital and to
certain other conditions. Kemper has agreed that GE Capital will be
given full due diligence as soon as practicable.
GE Capital and Kemper have also agreed to adjourn Kemper's Annual
Meeting until August 22, 1994.
In light of this new offer, Kemper announced that its Board of
Directors has authorized its management and advisors to take all
appropriate actions to maximize value for Kemper stockholders.
The text of the agreement between Kemper and GE Capital follows.
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May 8, 1994
Gentlemen:
General Electric Capital Corporation ("GE Capital") is
hereby offering to acquire Kemper Corporation ("Kemper") for $60 in
cash per share of common stock in a merger transaction, subject to the
satisfactory completion of due diligence by GE Capital and the
satisfaction of the other conditions more fully described below.
GE Capital's $60 per share cash offer (the "Offer") is
subject to the following conditions:
1. GE Capital will be permitted to conduct, as soon as
practicable following the execution of this letter, a full due
diligence review of all material aspects of the businesses and
operations of Kemper through the examination of all material files and
records and interviews with Kemper employees at all management levels,
including, without limitation, the right to conduct a full review of
Kemper's entire real estate portfolio and the files with respect to
all of Kemper's past, present and potential litigation, contingent
liabilities (including environmental liabilities) and regulatory
examinations and investigations.
2. The execution and delivery of a mutually satisfactory
merger agreement containing customary terms and conditions for
transactions of this nature, including the satisfaction of all
regulatory requirements and obtaining all regulatory approvals and the
requisite approvals of the Boards of the Kemper funds.
Kemper has advised GE Capital that, in light of the Offer,
the Kemper Board of Directors has authorized its management and
advisors to take all appropriate actions to maximize value for Kemper
stockholders.
Kemper and GE Capital hereby agree that each will vote its
proxies at the Kemper Annual Meeting of Stockholders to be held on May
11, 1994 to adjourn such
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meeting prior to the taking of any vote on the election of directors.
The meeting will be adjourned until 10:00 a.m. on August 22, 1994.
GE Capital and Kemper each hereby also agrees to issue the
joint press release attached hereto as Appendix I and that each will
consult with the other before issuing any additional press releases or
announcements with respect to the terms of this letter agreement.
If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return the enclosed copy of this letter
where indicated below.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
Accepted and Agreed:
KEMPER CORPORATION
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