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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
/ / Definitive additional materials
/X/ 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):
/ / $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 transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
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1Set 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:
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(4) Date filed:
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/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.
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[LOGO]
DAVID B. MATHIS
Chairman and Chief Executive Officer
KEMPER CORPORATION
One Kemper Drive
Long Grove, IL 60049-0001 - 708/320-4700
April 22, 1994
Dear Fellow Kemper Stockholder:
As you are aware, you are being asked to decide an issue of the utmost
importance to your investment in Kemper Corporation. I believe that one factor
should be compelling: you will want to ensure that you reap the rewards of
Kemper's restructuring -- not General Electric. That is what your management and
Board of Directors want, too. Before you cast your vote, I would like to share
some of my personal thoughts on this matter with you.
My entire working life has been dedicated to the Kemper organization, some 34
years, so far. In various executive roles, my responsibilities have been to
promote growth and effect productive change -- often difficult assignments that
have involved tough choices. I have been fortunate in their success.
When I became CEO of Kemper two years ago, it quickly became clear that we had
to refocus the Company around certain core businesses. In particular, the mix of
businesses we had then, and the volatility of certain of them, were adversely
affecting our stock price. We concluded that the property-casualty, reinsurance
and risk management businesses would have to go, even though they were the
operations in which I essentially had grown up. That might appear to have been a
hard decision, but it really was not. It was the right thing to do for you,
Kemper's stockholders. Therefore, it was the right thing for us, as well.
The market responded well to the refocus and to the improved earnings your
management team has generated. Over the 15 months from our first announced
intent to exit operations unrelated to our core businesses until February 2,
1994, when we announced fourth-quarter 1993 earnings, Kemper's stock price
nearly doubled, from 22 1/8 to 41 5/8.
This new management team is wholly committed to continue to deliver greater
value to Kemper stockholders. We believe that we will be as successful in
meeting our future objectives as we have been with those already attained. We
anticipate substantial earnings growth as we move forward through these next few
years. For example, Kemper expects to report primary operating earnings per
share from continuing operations in excess of $.80 for the first quarter of
1994, compared with $.17 for the first quarter of 1993. We want that growth to
benefit you, not GE's shareholders.
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Some stockholders have asked why we don't at least talk to GE and show them our
real estate portfolio, so they can raise their bid as they indicated they might.
Remember, GE has never said that they WOULD raise their bid, just that they
MIGHT.
Let me draw an analogy. Suppose you had a classic car that you were almost
finished refurbishing, inside and out, and had no interest in selling. Someone
walks up, unsolicited, and proposes to buy the car at a low-ball price. When you
reject his proposal, he says, "Well, let me drive your car and maybe I'll raise
my price." Would you let him? Of course not. You would have to think that he was
simply looking for something, anything, that he could use to try to claim that
the car wasn't worth even what he had offered initially. You would probably feel
that this guy was a waste of time, and get on with the completion of your
refurbishing. On the other hand, if the fellow had offered -- even on an
unsolicited basis -- a truly premium price that reflected the refurbishing that
had been done and the car's full potential, your thinking about whether or not
your car was for sale could change.
We have worked very hard to earn credibility with our stockholders, and to gain
your trust. WE WOULD NEVER SAY OR DO ANYTHING THAT WOULD ERODE THAT TRUST.
WE WOULD NEVER ask you to resist a sale that we believed to be beneficial to all
Kemper stockholders.
WE WOULD NEVER seek to entrench ourselves in our positions at your expense. This
management knowingly removed the comfort provided by a friendly controlling
stockholder when we effected the sale of our reinsurance and risk management
operations. Why did we do that? Because we knew that the sale would work to the
benefit all Kemper stockholders.
WE WOULD, however, ask you to consider who truly does have the interests of
Kemper stockholders at heart. Who is more credible? Is it GE whose interests lie
with GE shareholders? Or is it your management and the Board, who have stated
our clear belief that A SALE OF THE COMPANY AT THIS TIME AND AT THIS PRICE IS
NOT IN YOUR INTEREST.
WE WOULD also ask you to vote for our slate of director-nominees. In direct
contrast to the opposition's slate, each Kemper director has participated
actively in your Company's restructuring, and has demonstrated capabilities and
loyalty of proven value to Kemper and our stockholders.
And WE WOULD urge you to sign, date and return your WHITE proxy card today.
We will continue to serve you and your interests with honor and energy -- and
growing success. We will continue to perform in a manner that will reward your
loyalty as well as your economic interests.
Thank you in advance for your support.
Sincerely,
[Signature]
