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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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General Electric Capital Corporation
260 Long Ridge Road, Stamford, CT 06927
203 357-4000, Fx. 203 357-3400
May 2, 1994
Dear Kemper Shareholder:
The Kemper Annual Meeting is next week.
THE QUESTION BEFORE YOU IS CLEAR: DO YOU WANT KEMPER SOLD NOW
FOR FULL AND FAIR VALUE? IF SO, SEND THAT MESSAGE TO KEMPER'S BOARD
AND MANAGEMENT BY VOTING FOR THE ELECTION OF GE CAPITAL'S NOMINEES ON
THE BLUE PROXY CARD TODAY.
In making your decision, you should consider the following:
(1) GE CAPITAL'S $55 PER SHARE PROPOSAL PROVIDES SHAREHOLDERS
WITH A SIGNIFICANT PREMIUM.
Our proposal is almost 40% over the market price of Kemper's
common stock on January 26, 1994 ($38-3/8 per share), when we first
approached Kemper's management and expressed our interest. ASK
YOURSELF: Where would Kemper's stock be without the GE Capital
proposal?
(2) GE CAPITAL SHOULD BE GIVEN AN IMMEDIATE OPPORTUNITY TO REVIEW
KEMPER'S REAL ESTATE PORTFOLIO TO DETERMINE IF A HIGHER PRICE IS
WARRANTED.
Kemper has said "NO". NO to our proposal -- and NO to sharing
with us the information necessary to justify an increased price.
Therefore, the question for you, Kemper shareholders, is: Should
Kemper be sold now for full and fair value? We will follow your
wishes. If we win, our nominees are committed to an immediate sale of
Kemper for at least $55 per share. If not, we will withdraw our
proposal.
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WE URGE YOU TO SIGN, DATE AND MAIL THE BLUE PROXY CARD TODAY.
Very truly yours,
/s/ Gary C. Wendt
Gary C. Wendt
President and
Chief Executive Officer
If you need additional information or assistance in voting your
shares, please call D.F. King & Co., toll free at 1-800-859-8511.
