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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 Financial Services
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GARY C. WENDT 250 Long Ridge Road, Stamford, CT 06927
President 203 357-4460
April 27, 1994
Mr. David B. Mathis
Chairman & CEO
Kemper Corporation
One Kemper Drive
Building 3 - 3rd floor
Long Grove, IL 60049
Dear David:
It has been almost two months since we last talked. Since
then -- even though we have reached out many times through various
sources in an effort to hold further talks -- you have constantly and
consistently expressed your unwillingness to negotiate the financial
terms of our proposed acquisition of Kemper. This, despite having
told your major institutional shareholders that you would not stand in
the way of the sale of company at the right price.
Since you continue to tell others that you will sell, we
will now, once again, request that you make available to us a due
diligence review of Kemper's real estate portfolio so that we can
determine whether to increase our $55 per share proposal to acquire
all the common shares of Kemper. We have the money available to pay
for any price we agree to. Your shareholders can be rewarded if you
will stop stonewalling and begin responsible negotiations.
We are sending copies of this letter to the members of your
board to assure they're aware of your continued failure to respond to
our request.
Very truly yours,
/s/ Gary C. Wendt
Gary C. Wendt
cc: The Board of Directors Kemper Corporation
