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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
- ---------------------------------------------------------------------------
(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 To Run Director Slate For Kemper Board
STAMFORD, Conn., March 24, 1994 - General Electric Capital
Corporation today filed its preliminary proxy statement with the
Securities and Exchange Commission in connection with its solicitation
of proxies to elect four of its nominees to the board of directors of
Kemper Corporation in opposition to Kemper's nominees at Kemper's 1994
Annual Meeting of Stockholders to be held on May 11, 1994. The four
nominees of GECC are John C. Deterding, Jack O. Peiffer, John W.
Stanger and Paul W. Van Orden.
If elected, the GECC nominees have advised GECC that they
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 of common stock after satisfying all governmental
and regulatory requirements.
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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 GECC
and their respective, direct or indirect, interests, if any, in Kemper
securities:
Directors, Officers Representatives
Nominees and Employees of GE and GECC
-------- of GE or GECC(F1) --------------
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John C. Deterding John F. Welch, Jr. Lazard Freres &
Co.(F2)
Jack O. Peiffer Paolo Fresco J. Ira Harris(F3)
John W. Stanger Frank P. Doyle Kendrick R. Wilson,
III(F3)
Paul W. Van Orden Dennis Dammerman Norman R. Prouty,
Jr.(F3)
Benjamin W. Heineman, Jr. Paolo M. Pellegrini(F3)
James W. Ireland Gary S. Shedlin(F3)
JoAnna H. Morris
Gary C. Wendt
Burton J. Kloster, Jr.
James A. Parke
Paul A. Street
(F1) General Electric Capital Corporation, a wholly owned
subsidiary of General Electric Company, owns 100 shares of common
stock of Kemper Corporation.
(F2) As of March 23, 1994, Lazard Freres & Co. owned 637,000
shares of common stock of Kemper Corporation.
(F3) Each of these persons is a partner or officer of Lazard
Freres & Co.
For further information contact:
Bruce Bunch (203) 373-2039 (Office); (203) 263-5595 (Home)
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