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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 (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 transactions 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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/ / 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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/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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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
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KEMPER CORPORATION Long Grove, IL 60049-0001 - 708/320-4700
March 28, 1994
Dear Fellow Kemper Stockholder,
Enclosed is your Company's 1993 annual report to stockholders. Also enclosed is
your Board's preliminary proxy statement as filed with the Securities and
Exchange Commission. The Company's definitive proxy statement, as well as your
Board's WHITE proxy card, will be forwarded to you shortly.
As you may be aware, your Board of Directors has recently considered an
unsolicited proposal from General Electric Capital Corporation to acquire your
Company for a price of $55 per share. After due deliberation the Board
unanimously voted to reject the GECC proposal, based on the Board's
determination that the proposal is not in the best interests of the Company's
stockholders.
After considering various factors, including the Company's financial performance
and future prospects and the advice of its financial advisor, Goldman, Sachs &
Co., that $55 per share is inadequate, your Board rejected GECC's proposal and
concluded that Kemper remaining independent would be a superior alternative.
Accordingly, we have informed GECC that the Company is not for sale at this
time.
To further its objective, GECC recently purchased 100 shares of Kemper common
stock and is now seeking to elect to your Board four former General Electric
employees, none of whom has had the benefit of the investigation undertaken by
your Board of GECC's unsolicited proposal. As reported by the Associated Press,
a spokesperson for General Electric has indicated that the GECC nominees "are
running with a very straightforward mission, which is to cause the Kemper Board
of Directors to consummate a merger or sale of Kemper for at least $55 a share."
Your director-nominees, in contrast to the GECC slate, have each participated
actively in your Board's deliberations regarding the GECC proposal, as well as
in the restructuring of Kemper into the focused financial services company it
now is. We cannot permit ourselves to be strong-armed by any potential acquiror,
large or small, who seeks Kemper's valuable franchise at a bargain-basement
price. We urge you NOT to return any BLUE proxy that you may receive from GECC
or its agents.
Your Board of Directors is keenly aware of its fiduciary responsibilities to
you, the Company's owners. We are committed to protecting and enhancing the
value of your investment in Kemper.
Very truly yours,
David B. Mathis
Chairman of the Board and
Chief Executive Officer
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March 28, 1994
Press Release
KEMPER FILES PROXY, RENOMINATES DIRECTORS;
COMPANY REASSERTS INDEPENDENCE AND REAFFIRMS INADEQUACY OF GECC PROPOSAL
March 28, 1994...Kemper Corporation (NYSE: KEM) announced today that it had
filed with the Securities and Exchange Commission and mailed to stockholders its
preliminary proxy materials for the annual meeting of stockholders scheduled for
May 11, 1994. The materials included a slate of four experienced, incumbent
Kemper directors who are standing for reelection:
- David B. Mathis, Chairman of the Board and CEO of Kemper
- John T. Chain Jr., Executive Vice President, Burlington Northern Railroad
Co.; former Commander-in-Chief, Strategic Air Command
- George D. Kennedy, Chairman, Mallinckrodt Group, Inc.
(formerly IMCERA Group, Inc.)
- Kenneth A. Randall, Corporate Director; former Chairman of the FDIC;
retired Vice Chairman of Northeast Bancorp, Inc.
Kemper also reaffirmed that the interests of its stockholders would be best
served at this time by the company having the opportunity to realize the
outstanding potential it has developed as an independent entity.
Further, Kemper questioned the continuing pursuit by General Electric Capital
Corporation of its proposal to acquire Kemper for $55 per share, a proposal
already rejected by the Kemper Board of Directors and found inadequate by the
company's financial advisor, Goldman, Sachs & Co. The Board notified GECC on
March 17 that the company is not for sale at this time.
In a letter sent with the preliminary proxy materials, Kemper informed its
stockholders that GECC, to further its objectives, recently purchased 100 shares
of Kemper common stock and is now seeking to elect to the Board four former
General Electric employees. None of these ex-General Electric people has had the
benefit of the investigation undertaken by the Kemper Board in response to
GECC's unsolicited proposal. A spokesperson for General Electric was quoted by
the Associated Press as saying that the GECC nominees "are running with a very
straightforward mission, which is to cause the Kemper Board of Directors to
consummate a merger or sale of Kemper for at least $55 a share."
Kemper director-nominees, in contrast to the GECC slate, have each participated
actively in the Board's deliberations regarding the GECC proposal, as well as in
the restructuring of Kemper Corporation into the focused financial services
company it now is.
Kemper stated that it cannot permit itself to be strong-armed by any potential
acquirer, large or small, who seeks to purchase Kemper's valuable franchise at a
bargain-basement price. Kemper also stated that it is committed to protecting
and enhancing stockholder value.
Kemper Corporation is a financial services holding company with principal
subsidiaries in asset management, life insurance and securities brokerage.
