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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
/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)
KEMPER CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/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.
/ / $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:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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/ / 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
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KEMPER CORPORATION
SUPPLEMENTAL PROXY STATEMENT
FOR
1994 ANNUAL MEETING OF STOCKHOLDERS
This Supplemental Proxy Statement is furnished by Kemper Corporation (the
"Company"), in connection with its solicitation of proxies to be voted at the
Annual Meeting of Stockholders to be held May 11, 1994, and any postponements or
adjournments thereof (the "Annual Meeting"), and amends and supplements the
Company's 1994 Proxy Statement dated April 9, 1994 (the "Proxy Statement"), as
previously supplemented. This Supplemental Proxy Statement should be read in
conjunction with the Proxy Statement.
This Supplemental Proxy Statement provides certain additional information
concerning other officers and employees of the Company and an employee of
Goldman, Sachs & Co. ("Goldman Sachs") who are or may be considered to be
participants in the solicitation of proxies on behalf of the Board of Directors
of the Company.
This Supplemental Proxy Statement is first being mailed to stockholders on or
about May 3, 1994.
ADDITIONAL PARTICIPANTS
In addition to the persons listed on Annex C to the Proxy Statement, the
following persons are or may be considered to be participants in the
solicitation of proxies on behalf of the Board of Directors of the Company.
Unless otherwise indicated, all persons listed in the table below are employed
by Kemper Corporation, One Kemper Drive, Long Grove, Illinois 60049. Kemper
Corporation is a financial services holding company with principal subsidiaries
in asset management, life insurance and securities brokerage.
<TABLE>
<CAPTION>
KEMPER CORPORATION
SECURITIES BENEFICIALLY
NAME/POSITION WITH THE COMPANY, SUBSIDIARY OR OTHER OWNED(1)
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<S> <C>
James H. Coxon, Executive Vice President, Kemper Financial
Services, Inc.(2)(3)........................................ 4,950
Seamon A. Lincoln, Senior Vice President and Chief Investment
Officer(2)(3)............................................... 16,225
</TABLE>
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(1) Unless otherwise indicated, all numbers listed in this table and the
footnotes refer to shares of Common Stock, $5.00 par value, of the Company,
beneficially owned as of February 1, 1994.
(2) Includes 850 shares which Mr. Coxon and 8,025 shares which Mr. Lincoln can
acquire within 60 days of February 1, 1994 under stock options granted
pursuant to the Kemper Corporation 1990 Stock Option Plan.
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(3) None of the persons named in this table have purchased or sold securities of
the Company since February 1, 1992 except for the purchases and sales of
shares of the Company's Common Stock detailed below.
Mr. Coxon acquired 1,600 shares of restricted stock on May 13, 1992 under
the Kemper Corporation 1989 Senior Executive Long-Term Incentive Plan (the
"1989 Plan") and acquired 1,000 shares of restricted stock on May 12, 1993
under the Kemper Corporation 1993 Senior Executive Long-Term Incentive Plan
(the "1993 Plan"). Mr. Coxon also acquired 1,500 shares of Company Common
Stock on March 9, 1992.
Mr. Lincoln acquired 2,700 shares of restricted stock on May 13, 1992 under
the 1989 Plan and acquired 3,500 shares of restricted stock on May 12, 1993
under the 1993 Plan.
In addition to the partners and employees of Goldman Sachs (the
"Individuals") previously listed on Annex C to the Proxy Statement, Sean M.
Healey, a Vice President of Goldman Sachs, may engage in solicitation
activities in connection with the solicitation to which the Proxy Statement
relates. Mr. Healey's business address is 85 Broad Street, New York, NY
10004. All of the other information previously set forth in the Proxy
Statement with respect to the Individuals is also applicable to Mr. Healey.
-- IMPORTANT --
Even if you have already returned the BLUE proxy card to General Electric
Capital Corporation, you have every right to change your vote by completing,
then signing, dating and returning, the enclosed WHITE PROXY CARD. Only your
latest dated proxy card counts.
If your shares are held in "street name," only your bank or broker can vote
your shares. Please contact the person responsible for your account and instruct
him or her to vote the WHITE PROXY CARD as soon as possible.
If you have any questions or need further assistance in voting your shares,
please call Kemper Corporation's proxy solicitor,
GEORGESON & COMPANY INC.
(toll free) at 1-800-223-2064.
