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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
------------------------
/ / Filed by the Registrant
X Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / 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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<PAGE>
1994 ANNUAL MEETING OF STOCKHOLDERS
OF
KEMPER CORPORATION
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PROXY STATEMENT
OF
GENERAL ELECTRIC CAPITAL CORPORATION
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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"), an indirect 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
10:30 a.m. on Wednesday, May 11, 1994 in the Stockholders Meeting Room on the
57th floor of The First National Bank of Chicago, One First National Plaza
(intersection of Clark and Madison), Chicago, Illinois, and at any adjournments
or postponements thereof (the "Annual Meeting"). Please enter on the Clark
Street side of the building.
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 set forth
in the preliminary proxy statement of Kemper filed with the Securities and
Exchange Commission on March 28, 1994 (the "Kemper Proxy Statement"), as of the
close of business on the Record Date, there were 33,152,986 Shares issued and
outstanding.
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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 4, 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 MARK, 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 (the "Kemper Board") 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, subject 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. Although GECC has no reason
to believe that any of the GECC Class II Nominees will be unable to serve as
directors, if any one or more of the GECC Class II Nominees shall not be
available for election, the persons named on the BLUE Annual Meeting proxy card
have agreed to vote for the election of such other nominees as may be proposed
by GECC.
GECC CLASS II NOMINEES FOR CLASS II DIRECTORS:
<TABLE><CAPTION>
<S> <C>
NAME, AGE AND PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
PRINCIPAL BUSINESS ADDRESS DURING LAST FIVE YEARS; CURRENT DIRECTORSHIPS
- --------------------------------------------- ------------------------------------------------------------------------------
John C. Deterding (62)....................... From July 1993 through March 23, 1994, Mr. Deterding was a consultant to GECC.
107 N. Waterview Drive From May 1981 through July 1, 1993, Mr. Deterding was Senior Vice President,
Richardson, Texas 75080 General Manager of GECC's Commercial Real Estate Business.
Jack O. Peiffer (60)......................... Retired; From 1984 through December 31, 1993, Mr. Peiffer was Senior Vice
4348 Sunbury Road President, Human Resources of GE. Mr. Peiffer is a Director of Dreyer's Grand
Galena, Ohio 43021 Ice Cream.
John W. Stanger (71)......................... From October 1991 to present, Mr. Stanger has been a business consultant to
18305 Southeast Village Circle various companies. From 1985 through October 1991, Mr. Stanger was Chairman
Tequesta, Florida 33469 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. Van Orden has been Executive-in-Resident,
214 Uris Hall Executive Director of Chazen Institute of International Business at Columbia
Columbia University Graduate University Graduate School of Business. During 1989 and 1990, Mr. Van Orden
School of Business was Executive Vice President of GE.
New York, New York 10027
</TABLE>
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 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.
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<PAGE>
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
APPROVAL OF THE KEMPER CORPORATION 1993 SENIOR EXECUTIVE LONG-TERM INCENTIVE
PLAN
As set forth in the Kemper Proxy Statement, at the Annual Meeting the
stockholders will be asked to approve the Kemper Corporation 1993 Senior
Executive Long-Term Incentive Plan (the "Plan") adopted by the Kemper Board on
May 12, 1993. A description of the Plan is contained in the Kemper Proxy
Statement and is incorporated herein by reference. GECC is not making any
recommendation on this proposal.
The accompanying BLUE Annual Meeting proxy card will be voted in accordance
with your instructions on such card. You may vote for approval of the Plan or
vote against, or abstain from voting on, the approval of the Plan 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 APPROVAL
OF THE PLAN.
APPROVAL OF KEMPER'S PERFORMANCE-BASED COMPENSATION PROGRAM
As set forth in the Kemper Proxy Statement, at the Annual Meeting the
stockholders will be asked to approve Kemper's Performance-Based Compensation
Program (the "Program"). A description of the Program is contained in the Kemper
Proxy Statement and is incorporated herein by reference. GECC is not making any
recommendation on this proposal.
The accompanying BLUE Annual Meeting proxy card will be voted in accordance
with your instructions on such card. You may vote for approval of the Program or
vote against, or abstain from voting on, the approval of the Program 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 APPROVAL
OF THE PROGRAM.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
As set forth in the Kemper Proxy Statement, at the Annual Meeting the
stockholders will be asked to ratify the appointment by the Kemper Board of KPMG
Peat Marwick as Kemper's independent auditors for the year 1994. GECC is not
making any recommendation on this proposal.
The accompanying BLUE Annual Meeting proxy card will be voted in accordance
with your instructions on such card. You may vote for the ratification of the
appointment of KPMG Peat Marwick or vote against, or abstain from voting on, the
ratification of 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 RATIFICATION OF 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 the
interests of GECC as determined by GECC in its sole discretion, in which event
such persons will vote on such proposals at their discretion.
VOTING PROCEDURES
With respect to the approval of the Plan and the Program, the ratification
of the appointment of KPMG Peat Marwick and other matters that may be submitted
to the stockholders for a vote, the affirmative vote of the holders of at least
a majority of the Shares present in person or represented by proxy at the Annual
Meeting for a particular matter is required to become effective. With respect to
abstentions, the Shares are considered present at the Annual Meeting for the
particular matter, but since they are not affirmative votes for the matter, they
will have the same effect as votes against the matter. With respect to broker
non-votes, the Shares are not considered present
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at the Annual Meeting for the particular matter as to which the broker withheld
authority. Consequently, broker non-votes are not counted in respect of the
matter, but they do have the practical effect of reducing the number of
affirmative votes required to achieve a majority for such matter by reducing the
total number of Shares from which the majority is calculated.
With respect to the ratification of the appointment of KPMG Peat Marwick as
Kemper's independent auditors, GECC has no reason to believe that the failure to
ratify such appointment will have any effect on the appointment of KPMG Peat
Marwick by the Kemper Board.
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.
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.
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
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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.
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.
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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"
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.
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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"
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.
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.
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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 Kemper Board 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 GE or 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.
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
9
<PAGE>
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 $1,000,000. Total
costs incurred to date in furtherance of or in connection with these
solicitations of proxies are approximately $150,000.
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.
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 separate subsidiaries is engaged in investment
banking and brokerage services, and 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, 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. Certain information regarding Shares held by Kemper's directors,
nominees, management and 5% stockholders is contained in the Kemper Proxy
Statement and is incorporated herein by reference.
GECC assumes no responsibility for the accuracy or completeness of any
information contained herein which is based on, or incorporated by reference to,
the Kemper Proxy Statement.
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 4, 1994
10
<PAGE>
SCHEDULE I
INFORMATION CONCERNING CERTAIN DIRECTORS, 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, 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, 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, officer or employee of GECC named
below is General Electric Capital Corporation, 260 Long Ridge Road, Stamford,
Connecticut 06927.
CERTAIN DIRECTORS, OFFICERS AND EMPLOYEES OF
GE AND GECC
<TABLE><CAPTION>
<S> <C>
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
</TABLE>
REPRESENTATIVES OF GE AND GECC
<TABLE><CAPTION>
<S> <C>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER
BUSINESS ADDRESS1 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
</TABLE>
- ---------------
1. 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-1
<PAGE>
SCHEDULE II
SHARES HELD BY GE, GECC, CERTAIN OF THEIR RESPECTIVE
DIRECTORS, 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, 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, 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 640,000 Shares of
Kemper as of March 31, 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 set forth below.
NUMBER OF SHARES
----------------------
DATE PURCHASED(1) SOLD
- ----------- ----------- ----
8/19/93 1,000
8/20/93 3,200
8/23/93 8,200
8/24/93 45,900
8/25/93 55,800
8/26/93 19,800
8/27/93 8,100
8/30/93 8,200
9/03/93 183,600
9/07/93 31,300
9/08/93 52,500
9/09/93 64,000
9/10/93 4,900
9/15/93 168,200
9/16/93 20,000
9/20/93 400
9/28/93 500
9/29/93 3,700
10/01/93 4,300
10/04/93 19,500
10/05/93 11,600
10/06/93 3,700
10/07/93 800
S-II-1
<PAGE>
NUMBER OF SHARES
----------------------
DATE PURCHASED(1) SOLD
- ----------- ----------- ----
10/08/93 3,300
10/12/93 1,800
10/19/93 100
10/20/93 3,500
10/21/93 9,800
10/25/93 2,000
10/28/93 35,200
10/31/93 24,400
11/01/93 7,300
11/02/93 600
11/04/93 1,000
11/05/93 2,500
11/22/93 500
11/23/93 200
11/24/93 4,100
11/30/93 18,900
12/02/93 23,000
12/30/93 4,000
12/31/93 2,700
1/06/94 1,500
1/17/94 7,000
1/24/94 5,000
2/11/94 14,700
2/25/94 7,000
2/28/94 600
3/16/94 96,600
3/17/94 42,500
3/23/94 300
- ---------------
(1) As of March 31, 1994, Lazard's asset management group established a new
account with an existing portfolio of securities that included, among other
securities, 3,000 Shares of Kemper.
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 1993.
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 Kemper Reinsurance in 1993 until its sale by Kemper
was approximately $780,000.
S-II-2
<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.
3. UNITED STATES OF AMERICA V. RCA CORPORATION
On January 31, 1990 RCA Corporation ("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,
S-III-1
<PAGE>
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.
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).
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-III-2
<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:
MARKING the enclosed BLUE Annual Meeting proxy card,
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
marking, 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
<PAGE>
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 or postponement 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.
<TABLE>
<S> <C>
/ / FOR all nominees except as marked below / / WITHHOLD AUTHORITY for all nominees
</TABLE>
(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. APPROVAL OF THE KEMPER CORPORATION 1993 SENIOR EXECUTIVE LONG-TERM
INCENTIVE PLAN.
/ / FOR / / AGAINST / / ABSTAIN
3. APPROVAL OF KEMPER CORPORATION'S PERFORMANCE-BASED COMPENSATION PROGRAM.
/ / FOR / / AGAINST / / ABSTAIN
4. RATIFICATION OF APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS
FOR 1994.
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED ON OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
5. 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 THE INTERESTS OF
GENERAL ELECTRIC CAPITAL CORPORATION.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE PROVIDED.
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
PROPOSALS 2, 3 AND 4.
Please date and sign this proxy
exactly as your name appears hereon.
________________________________________________
(Signature)
________________________________________________
(Signature, if held jointly)
________________________________________________
(Title)
Dated:__________________________________________
<TABLE>
<S> <C>
To vote in accordance with the General Electric Capital When shares are held by joint tenants, both should sign. When
Corporation's recommendation, just sign and date this proxy; signing as attorney-in-fact, executor, administrator, trustee,
no boxes need to be checked. 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.
</TABLE>
