SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 21, 1994
KEMPER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10242 36-6169781
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
One Kemper Drive 60049
Long Grove, Illinois (Zip Code)
(Address or principle
executive offices)
Registrant's telephone number, including area code (708) 320-4700
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Item 5. Other Events
After the November 20, 1994 announcement by Kemper Corporation (the
"Company") that its merger agreement with Conseco, Inc. had been terminated
by mutual consent of the parties, Standard & Poor's Corporation ("Standard
& Poor's") and Duff & Phelps Credit Rating Co. ("Duff & Phelps") revised
their ratings of the Company and its life insurance subsidiaries.
On November 21, 1994, Standard & Poor's revised its senior debt and
preferred stock ratings of the Company from "CreditWatch with 'negative'
implications" to "CreditWatch with 'developing' implications." On December
1, 1994, Duff & Phelps changed its rating of the Company's senior debt
securities and the claims-paying ability ratings of the Company's life
insurance subsidiaries from "Rating Watch - Down" to "Rating Watch -
Uncertain."
Also, on November 30, 1994, Moody's Investors Service indicated that it
continues to review for possible downgrade the senior debt and preferred
stock ratings of the Company and the financial strength ratings of the
Company's life insurance subsidiaries.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEMPER CORPORATION
Date: December 8, 1994 By: /S/ JOHN H. FITZPATRICK
______________________
John H. Fitzpatrick
Executive Vice President and
Chief Financial Officer
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