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.
July 19, 1994
Dear Fellow Kemper Stockholders:
As you know, on June 26, 1994 Kemper Corporation entered into a merger
agreement with Conseco, Inc., which provides an aggregate consideration of
approximately $67.00 per share to Kemper's stockholders. Under the merger
agreement, a wholly owned subsidiary of Conseco will be merged into Kemper.
In the merger, each of the issued and outstanding shares of Kemper
Corporation common stock will be converted into the right to receive $56.00
in cash and a fraction of a share of Conseco common stock determined by
dividing $11.00 by the average closing price of Conseco common stock prior
to the merger (such fraction to be not more than 0.2418 nor less than
0.1982). The basic terms of the merger are summarized in the attached
joint press release of Kemper and Conseco issued June 27, 1994.
In light of the proposed merger, which will require approval by our
stockholders and therefore the preparation and distribution to stockholders
of the necessary materials describing the transaction, your Board of
Directors has determined that the interests of the stockholders are best
served at this time by postponing the annual meeting of stockholders
scheduled for August 22, 1994. The annual meeting is now expected to be
held in late October or the first part of November, 1994 in order that
Kemper stockholders may vote at one time on the proposed merger as well as
certain general corporate matters. Kemper stockholders will receive
further information with respect to the matters to be voted upon at, as
well as the date, time and place of, and the record date for, the annual
meeting.
In connection with the proposed merger and the postponement of the annual
meeting of Kemper stockholders, General Electric Capital Corporation has
informed us that it has withdrawn its proposed slate of directors for
election to the Kemper Corporation Board of Directors and has no intention
of soliciting proxies for the rescheduled annual meeting.
Sincerely,
/S/ DAVE MATHIS
David B. Mathis
FOR IMMEDIATE RELEASE
June 27, 1994
FOR MORE INFORMATION:
For Kemper Corporation:
Steve Radis Elliot Schrage/Davis Weinstock
Kemper Corporation Clark & Weinstock
(708) 320-5552 (212) 953-2550
For Conseco, Inc.:
James W. Rosensteele Joele Frank/Ann Hance
Vice President, Investor Relations Abernathy/MacGregor/Scanlon
Conseco, Inc. (212) 371-5999
(317) 573-2893
KEMPER AND CONSECO SIGN DEFINITIVE MERGER AGREEMENT;
CONSECO TO PURCHASE ALL KEMPER SHARES
FOR $67.00 IN CASH AND STOCK
LONG GROVE, ILLINOIS and CARMEL, INDIANA (June 27, 1994) -- Kemper
Corporation (NYSE:KEM) and Conseco, Inc. (NYSE:CNC) today jointly announced
that they have signed a definitive merger agreement providing for all
Kemper shareholders to receive $67 in a combination of cash and stock for
each of their shares. Under the merger agreement, a wholly owned
subsidiary of Conseco will be merged into Kemper. It is contemplated that
the combined entity would operate under the Kemper name.
In the merger, each of the issued and outstanding shares of Kemper common
stock would be converted into the right to receive $56.00 in cash and a
fraction of a share of Conseco common stock determined by dividing $11.00
by the average closing price of Conseco common stock prior to the merger
(such fraction to be not more than 0.2418 nor less than 0.1982).
Based on Conseco's closing price on Friday, June 24, 1994, the total
consideration would be $67.00 per Kemper share, and the total value of the
transaction would be approximately $3.25 billion, based on the number of
fully diluted Kemper shares and existing Kemper long-term debt and
non-convertible preferred stock.
"We are delighted that Kemper and Conseco are coming together to form one
of the leading financial services companies in the United States," said
Stephen C. Hilbert, founder and chairman of the board of Conseco. "We have
a great regard for Dave Mathis and his team and look forward to a smooth
transition in the combination of our two companies."
"We have a great respect for Conseco and look forward to working with
them," said David B. Mathis, chief executive officer of Kemper Corporation.
"Our board has unanimously concluded that this agreement is in the best
interest of our shareholders."
The merger agreement provides that, prior to July 6, 1994, under certain
circumstances, the board of directors of Kemper may terminate the agreement
and accept a proposal made by another party, upon payment to Conseco of $25
million and reimbursement of its out-of-pocket expenses. Thereafter, if
Kemper receives a proposal from another party, Kemper may terminate the
agreement upon payment to Conseco of $100 million and reimbursement of its
out-of-pocket expenses.
Consummation of the merger is subject to customary terms and conditions,
including approval by the stockholders of Kemper and Conseco, regulatory
approvals and approvals by the boards and shareholders of Kemper's mutual
funds, and to obtaining the required financing.
At the closing, it is contemplated that Conseco Capital Partners II, L.P.
(CCP II), Conseco's life insurance acquisition vehicle, will purchase
Kemper's life insurance and real estate subsidiaries from Conseco.
Conseco and CCP II have obtained a commitment letter from Citibank N.A. to
provide in excess of $1.22 billion of senior secured bank financing for the
transaction. Morgan Stanley & Co. Incorporated has provided Conseco with a
letter stating that it is highly confident that up to $750 million of
subordinated debt financing will be available for the transaction. The
remaining cash required for the merger, approximately $550 million
(including estimated transaction, restructuring and other costs), is to be
provided by Conseco and other existing investors in CCP II.
Upon completion of the transaction, Conseco and CCP II affiliate would have
more than $85 billion in assets under management, total net revenues and
annual collected premiums of $4.2 billion, and 9,000 employees; they would
provide a
broad range of financial services to individual and institutional
customers.
Kemper, headquartered in Long Grove, Illinois, is a financial services
holding company with principal operations in asset management, life
insurance and securities brokerage. Kemper has approximately $90 billion
in life insurance in force, and operates one of the ten largest
full-service brokerage firms in the United States. Kemper has the nation's
seventh largest mutual fund family, with $45 billion in assets under
management, and also manages $22 billion in assets for Kemper's life
insurance companies and other institutional customers.
Conseco, which began operations in 1982, generates earnings from three
primary activities: operating life insurance companies; providing
fee-based services to affiliates and other financial institutions; and
acquiring and restructuring life insurance companies through specially
formed acquisition vehicles.
