SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 23, 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 of principal
executive offices)
Registrant's telephone number, including area code (708) 320-4700
KEMPER CORPORATION
FORM 8-K/A
The undersigned registrant, Kemper Corporation, hereby amends its Current
Report on Form 8-K as filed February 6, 1995 (the "Form 8-K") by replacing
the text of the Form 8-K in its entirety with the following:
ITEM 5. OTHER EVENTS
A. Sale of Investors Fiduciary Trust Company
On January 31, 1995, Kemper Corporation (the "Company") announced that
Kemper Financial Services, Inc. ("KFS"), completed the sale of its 50
percent interest in Investors Fiduciary Trust Company ("IFTC") to State
Street Boston Corporation ("State Street"). KFS is a wholly owned
subsidiary of Kemper Financial Companies, Inc. ("KFC"), which in turn is
approximately 97 percent owned by the Company on a fully converted basis.
IFTC, located in Kansas City, Mo., is a Missouri trust company that was,
prior to this transaction, owned equally by KFS and DST Systems, Inc.
("DST"), a subsidiary of Kansas City Southern Industries, Inc. IFTC
provides portfolio accounting, custody and transfer agency services to the
mutual fund industry. DST also sold its interest in IFTC to State Street.
In exchange for its 50 percent interest in IFTC, KFS received 2,986,111
shares of State Street common stock, subject to certain resale
restrictions. The Company expects to record an after-tax gain of
approximately $13.5 million in the first quarter of 1995 from the sale.
For the year ended December 31, 1994, the Company recorded after-tax
operating earnings of $6.5 million from its investment in IFTC.
B. Letter of Credit Agreement
As previously reported, on December 15, 1994, the Company's wholly owned
subsidiary, Kemper Asset Holdings, Inc. ("KAHI"), and five money market
mutual funds managed by KFS (each a "Fund" and, collectively, the "Funds")
entered into a Put and Call Agreement respecting $198 million in principal
amount of County of Orange, State of California 1994-95 Taxable Notes due
July 10, 1995 (the "Notes") owned in the aggregate by the Funds.
In January and February, 1995, the Funds received full payments of interest
due in those months on the Notes from Orange County.
On January 26, 1995, the Company arranged for the issuance of letters of
credit in favor of the Funds to replace the Put and Call Agreement. The
letters of credit authorize the Funds to draw if and/or to the extent the
County of Orange fails to pay principal and accrued interest on the Notes
as and when due. KAHI has agreed to reimburse the issuing banks on demand
to the extent the letters of credit are drawn upon. The Company has
guaranteed KAHI's obligations to the banks.
In connection with the Notes and the Company's related arrangements to
protect the Funds from losses with respect to the Notes, the Company
recorded a $19.3 million after-tax charge in 1994 and a $198 million
increase in its off-balance-sheet commitments at December 31, 1994.
C. Annual Meeting of Stockholders
On December 23, 1994, the Company held its previously postponed 1994 annual
meeting of stockholders. At the annual meeting, the stockholders reelected
management's four nominees to the board of directors.
Of the 34,412,095 shares eligible to vote at the meeting, 29,323,390
shares, or 85.2%, participated. Of the shares participating, more than 93%
voted in favor of management's nominees. There were no broker non-votes at
the meeting. The results of the voting for directors were as follows:
<TABLE>
<CAPTION>
Election of Directors For Withheld
- --------------------- --- --------
<S> <C> <S> <C> <C>
John T. Chain Jr. 27,357,741 1,846,849
George D. Kennedy 27,357,827 1,846,763
David B. Mathis 27,353,554 1,851,036
Kenneth A. Randall 27,339,608 1,864,982
</TABLE>
In addition to the above-named four persons, the board of directors of the
Company presently includes the following eight directors whose terms of
office continued after the annual meeting: J. Reed Coleman, Raymond F.
Farley, John H. Fitzpatrick, Peter B. Hamilton, Charles M. Kierscht,
Richard D. Nordman, Stephen B. Timbers and Daniel R. Toll.
At the annual meeting, the stockholders also ratified the appointment of
KPMG Peat Marwick LLP as the Company's independent auditors for 1994 by the
following vote: 29,004,801 For; 251,016 Against; and 67,573 Abstain.
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: February 6, 1995 By: /S/ JOHN H. FITZPATRICK
-----------------------
John H. Fitzpatrick
Executive Vice President and
Chief Financial Officer
