SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 or Rule 14a-12
KEMPER CORPORATION
__________________________________________________________________
(Name of Registrant as Specified in Its Charter)
KEMPER CORPORATION
__________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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: 1
___________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
1 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 in two payments on March 24,
1994 and March 28, 1994, the latter date when the Preliminary Proxy
Statement was filed.
April 28, 1994
Mr. Gary C. Wendt
President and Chief Executive Officer
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Dear Mr. Wendt:
In reading your April 27 letter, I was struck by your continued distortion
of the facts. We are not "stonewalling" you. We will not stand in the way
of a sale of Kemper at the right price. Moreover, you can be sure our
Board is fully aware of all developments.
Despite the passage of time, the issue remains the same. Your ongoing $55
per share proposal, found by our Board and its financial advisor to be
inadequate, has been and continues to be rejected. Our position has been
steadfast, consistent and clear. And, I might add, our major institutional
stockholders, to whom you allude, are almost universally supportive of our
view regarding the inadequacy of your $55 proposal.
We have no obligation and are not inclined to let you embark on a due
diligence foray merely in the hope you might raise your bid to some
unspecified level. If you have an offer that more fully reflects Kemper's
value, you are always free to make it. If you do, the Board will consider
the offer promptly and conscientiously.
Sincerely,
/S/ DAVID B. MATHIS
David B. Mathis
