<PAGE> 1
REGISTRATION NO. 2-71680
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 7
TO
FORM S-7
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KEMPER CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 36-6169781
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
ONE KEMPER DRIVE
LONG GROVE, ILLINOIS 60049-0001
(708) 320-4700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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KATHLEEN A. GALLICHIO
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
KEMPER CORPORATION
ONE KEMPER DRIVE
LONG GROVE, ILLINOIS 60049-0001
(708) 320-4700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
check the following box. /X/
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<PAGE> 2
PROSPECTUS
[KEMPER LOGO]
KEMPER CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK ($5 PAR VALUE)
Kemper Corporation (the "Registrant") offers eligible employees the opportunity
to invest in newly issued shares of its common stock ($5 par value) ("Common
Stock"), as more fully described herein under the caption "THE PLAN."
Participants pay no brokerage commissions or service charges on purchases or
reinvestments made under the Plan.
The purchase price per share on dividend reinvestments and employee payroll
deduction purchases is the average of the closing prices on the New York Stock
Exchange (the "NYSE") for the five business days preceding the purchase date,
less a 5 percent discount. See the caption "What is the purchase price per share
and when are the purchases made?" in the description of the Plan herein. On May
18, 1995, the closing price for a share of the Registrant's Common Stock was
$47.25.
This Prospectus relates to 10,500,000 shares of the Registrant's Common Stock,
3,500,000 of which were originally registered for issuance under the Plan in
1981, as adjusted by a 3:1 stock split effected in the form of a stock dividend
in 1986. Approximately 4,700,000 shares remain available for issuance as of the
date of this Prospectus. No underwriting fees, discounts or commissions are
associated with such issuance, and all proceeds go to the Registrant.
On May 15, 1995, Kemper Corporation entered into an Agreement and Plan of Merger
(the "Merger Agreement") with an investor group comprised of Zurich Insurance
Company, Insurance Partners, L.P., Insurance Partners Offshore (Bermuda), L.P.
and ZIP Acquisition Corp. Pursuant to the Merger Agreement, Kemper Corporation
would be acquired by the investor group in a merger transaction (the "Merger").
One of the terms of the Merger Agreement has provided that as soon as
practicable after May 15, 1995, Kemper Corporation will have amended the Plan to
limit participation thereunder to its and its subsidiaries' employees who, as of
May 15, 1995, were actually participating in the Plan and to limit such
employees' contributions to payroll deduction purchases not in excess of certain
amounts. See the caption "How are investments made under the Plan for an
eligible employee?" in the description of the Plan herein.
PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is May 23, 1995.
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AVAILABLE INFORMATION
Kemper Corporation has filed with the Commission a registration statement on
Form S-3 relating to the Plan (together with all amendments and exhibits, the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. Statements made in this Prospectus as to the contents of
any contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document filed
or incorporated by reference as an exhibit to the Registration Statement,
reference is made to such exhibit, and each such statement shall be deemed
qualified in its entirety by such reference.
Kemper Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Copies of such reports, proxy statements, other information and
the Registration Statement (and the exhibits and schedules thereto) can be
obtained, upon payment of prescribed fees, from the Public Reference Section of
the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. In addition, such reports, proxy statements, other
information and the Registration Statement (and the exhibits and schedules
thereto) can be copied and inspected at the Commission's public reference
facilities referred to above and at the Commission's Regional Offices at 7 World
Trade Center (13th floor), New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661. The Common Stock
is listed on the NYSE, and such reports, proxy statements and other information
concerning Kemper Corporation should be available for inspection at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
There are hereby incorporated by reference in this Prospectus the following
documents previously filed by the Registrant with the Commission pursuant to the
1934 Act:
(1) the Registrant's Annual Report on Form 10-K filed March 24, 1995
for the fiscal year ended December 31, 1994;
(2) the Registrant's Quarterly Report on Form 10-Q filed May 15, 1995;
and
(3) the Registrant's three Current Reports on Form 8-K filed February
6, April 12 and May 22, 1995.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereunder shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Registrant will provide without charge to each person to whom a copy of this
Prospectus has been delivered, on the request of any such person, a copy of any
or all of the documents referred to above which have been or may be incorporated
in this Prospectus by reference, other than exhibits to such documents. Requests
for such copies should be directed to Kathleen A. Gallichio, Senior Vice
President, General Counsel and Corporate Secretary, Kemper Corporation, Legal
Department, C-3, Long Grove, Illinois 60049. Telephone requests may be directed
to (708) 320-4700.
2
<PAGE> 4
THE COMPANY
Kemper Corporation is a financial services holding company that gathers, manages
and protects the assets of individual, corporate and institutional clients. The
continuing operations of Kemper Corporation and its subsidiaries (the "Company")
include asset management, life insurance and real estate subsidiaries. The
principal executive offices of the Company are located at One Kemper Drive, Long
Grove, Illinois 60049-0001. Its telephone number is (708) 320-4700.
ASSET MANAGEMENT
Kemper Financial Services, Inc. ("KFS") had $62.2 billion in assets under
management at March 31, 1995. KFS' product offerings include 22 stock and bond
mutual funds, each of which offers fund shareholders the choice of three pricing
configurations: (i) the traditional front-end load option, (ii) a spread load
(contingent deferred sales charge) and annual distribution fees charged pursuant
to a plan complying with Rule 12b-1 under the General Rules and Regulations
under the Investment Company Act of 1940 ("12b-1 Fees") or (iii) a level load
charging annual service and 12b-1 Fees with no advance commission on the sale.
KFS also offers money market mutual funds as well as investment management and
advisory services for individual and institutional investors. KFS distributes
its products and services primarily through securities brokerage firms, banks
and other financial institutions, independent brokers and agents, financial
planners and corporate pension and profit-sharing plans. INVEST Financial
Corporation, a KFS subsidiary, is also an important distributor of Kemper
products.
LIFE INSURANCE
Federal Kemper Life Assurance Company ("FKLA") markets a selected range of life
insurance, including term, and annuity products. FKLA's products are designed
for individuals and small business owners and include features such as premium
guarantee levels and premium reduction options. FKLA distributes its products
through independent general agents and various other distribution channels.
Kemper Investors Life Insurance Company ("KILICO") specializes in variable and
fixed annuities. KILICO has been offering products in the variable annuity
marketplace for more than ten years. KILICO markets its products primarily
through financial institutions, securities brokerage firms, financial planners
and other specialty distributors of financial products. In 1992 and 1993, the
management, operations and employees of KILICO were integrated with those of
FKLA to increase efficiencies and coordinate the strategic directions of both
companies.
REAL ESTATE
This segment includes the Company's real estate subsidiaries. These subsidiaries
include companies which act as general or limited partners in and lenders to
various real estate ventures.
OTHER OPERATIONS AND CORPORATE
This category includes the holding company income and expenses of Kemper
Corporation and Kemper Financial Services, Inc.
DISCONTINUED OPERATIONS
In April 1995, the Company announced its plan to divest its securities brokerage
operations. The Company divested its primary property-casualty insurance,
reinsurance and risk management subsidiaries in 1993.
USE OF PROCEEDS
The management of Kemper Corporation does not know the number of shares that
will be purchased during the current year under the Plan or the prices at which
such shares will be sold. The proceeds from the sale of any such shares will be
added to the corporate funds of Kemper Corporation to be used for general
corporate purposes.
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<PAGE> 5
PLAN DESIGN
The participant pays no brokerage fees, commissions or expenses on dividend
reinvestments or payroll deduction purchases under the Plan or on withdrawal of
shares from or on termination of participation in the Plan. All charges for
custodial services will be paid by Kemper Corporation. However, the participant
will incur a brokerage commission upon sales of any whole or fractional shares
held under the Plan. The brokerage commission will be deducted from the selling
participant's proceeds from the sale.
Kemper Corporation does not offer its Common Stock under the Plan through
underwriters.
The participant should recognize that the Plan is not designed to facilitate
trading in the Registrant's stock and therefore some processing delays may occur
in the issuance of shares purchased through the Plan or in the transmission of
proceeds from any sale of stock handled by the Plan Custodian. The participant
should also recognize that the Plan will be terminated upon the consummation of
the Merger. As of the date of this Prospectus, Kemper Corporation would not
intend to terminate the Plan if the Merger is not consummated.
THE PLAN
The Kemper Corporation Dividend Reinvestment and Stock Purchase Plan consists of
the following thirty questions and answers:
1. WHAT IS THE PLAN?
The Plan is intended to serve as a convenient and economical method for eligible
employees to invest in newly issued shares of Common Stock through dividend
reinvestments and payroll deduction purchases. Dividend reinvestments and
payroll deduction purchases are made at a 5 percent discount from an average
market price, without the payment of brokerage commissions or service charges,
as more fully described herein under the caption "What is the purchase price per
share and when are the purchases made?".
2. WHO ARE ELIGIBLE EMPLOYEES?
Any employee of Kemper Corporation or any subsidiary thereof directly or
indirectly owned 50 percent or more by Kemper Corporation may participate in the
Plan if and only if such employee was actually participating in the dividend
reinvestment or payroll deduction features of the Plan on May 15, 1995. Such an
employee is herein referred to as an "eligible employee."
If an eligible employee ceases to be employed by Kemper Corporation or its
subsidiaries for any reason, including but not limited to death, resignation,
retirement or Kemper Corporation's divestiture of the subsidiary employer, then
such person shall cease to be an eligible employee and shall no longer be
entitled to participate in the payroll deduction feature of the Plan.
Furthermore, upon notification to the Plan Custodian by Kemper Corporation that
a person has ceased to be an eligible employee, the Plan Custodian will
terminate his or her participation in the dividend reinvestment feature of the
Plan. Upon such termination, the Plan Custodian will continue to hold the shares
of Common Stock that had been held in the Plan, until and unless directed in
writing by the former eligible employee to cause the issuance of certificates
representing such shares.
3. WHO IS THE PLAN CUSTODIAN AND WHO IS THE PLAN ADMINISTRATOR?
Harris Trust and Savings Bank, P.O. Box A3309, Chicago, Illinois 60690, is the
Plan Custodian. Kemper Corporation, Stockholder Services Representative, One
Kemper Drive, C-4, Long Grove, Illinois 60049, is the Plan Administrator.
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4. HOW MAY DIVIDENDS BE REINVESTED BY ELIGIBLE EMPLOYEES?
Dividends may be reinvested in additional shares of Common Stock in either of
two ways. Dividends on all shares held by the Plan Custodian will be
automatically reinvested. Dividends on shares not held by the Plan Custodian may
also be reinvested by proper application to the Plan Administrator provided the
eligible employee made a proper application for a minimum of 25 shares prior to
May 15, 1995.
5. HOW ARE OTHER INVESTMENTS MADE BY ELIGIBLE EMPLOYEES?
In addition to making dividend reinvestments, an eligible employee may invest in
Common Stock through payroll deduction purchases if both (1) his or her
respective employer has made available a system for handling such payroll
deductions and (2) the employee was actively enrolled for payroll deduction
purchases as of May 15, 1995. The Plan Custodian then makes purchases of shares
directly from the Registrant on behalf of the Plan participant.
6. HOW DOES AN ELIGIBLE EMPLOYEE JOIN THE PLAN?
As of May 15, 1995, as a result of the Merger Agreement, no one may join the
Plan, and only eligible employees may continue to participate in the Plan.
7. MAY AN ELIGIBLE EMPLOYEE WHO HOLDS SHARES OUTSIDE THE PLAN PARTICIPATE IN
DIVIDEND REINVESTMENT?
An eligible employee may surrender his or her certificates of Common Stock to
the Plan Administrator if the eligible employee desires that the Plan hold those
shares provided that the eligible employee had made proper application to have
dividends thereon reinvested prior to May 15, 1995. If you are surrendering
shares to the Plan Administrator, your stock certificates, together with written
authorization, should be properly endorsed and then delivered to the Plan
Administrator who will forward them to the Plan Custodian. If you are changing
the name(s) on the registration, the certificates must be endorsed with
signature(s) guaranteed. Signatures may be guaranteed by authorized personnel of
national banks or NYSE brokerage firms.
8. WHO MUST SIGN AUTHORIZATION FORMS?
Authorization forms for each account must be signed by all registered owners of
the shares in each account.
9. CAN I PARTICIPATE WITH SHARES HELD IN NOMINEE NAME?
No. If you own Common Stock which is registered in a name other than your own
(nominee), those shares may not participate.
10. MAY A PARTICIPANT PLEDGE THE SHARES WHICH ARE CREDITED UNDER THE PLAN?
No. Shares held by the Plan may not be pledged or otherwise encumbered unless
withdrawn from your account.
11. WHEN DOES PARTICIPATION IN THE DIVIDEND REINVESTMENT PART OF THE PLAN OCCUR?
Generally, Kemper Corporation's dividend payment dates are the last business
days of the months of February, May, August and November.
CAVEAT: The quarterly dividend payments noted above are for illustration only
and do not constitute a representation that dividends will in fact be paid or
will be paid on this schedule.
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<PAGE> 7
12. WILL KEMPER CORPORATION CONTINUE TO DECLARE AND PAY DIVIDENDS?
While it is the intention of the Board of Directors to continue quarterly cash
dividends until the consummation of the Merger, future declarations and the
amounts of such dividends will be dependent upon, among other factors, the
earnings of Kemper Corporation, its financial condition, its capital
requirements, applicable legal or regulatory requirements and general business
conditions. Kemper Corporation is not prohibited by the Merger Agreement from
paying regular quarterly cash dividends of $.23 per share prior to the Merger.
13. HOW ARE INVESTMENTS MADE UNDER THE PLAN FOR AN ELIGIBLE EMPLOYEE?
Monthly payroll deduction funds will be invested by the Plan Custodian in newly
issued shares of Common Stock. All payroll deductions must be made in whole
dollar amounts. The minimum amount that may be invested during one month through
payroll deductions is $10. The maximum amount that may be invested by an
eligible employee during one month through payroll deductions is the greater of
(1) the amount of payroll deduction purchases established prior to May 15, 1995
by such employee for the month of May 1995, or (2) the total amount of such
employee's payroll deduction purchases during 1994 divided by 12. Your employer
does not make cash contributions to the Plan on your behalf. No interest will be
paid on any payroll deduction purchase funds pending investment.
14. WHAT IS THE PURCHASE PRICE PER SHARE AND WHEN ARE THE PURCHASES MADE?
For dividend reinvestments and payroll deduction purchases, the purchase price
per share is the average of the closing prices on the NYSE for the five business
days preceding the purchase date, less a discount of 5 percent. Dividend
reinvestments are made as of the dividend payment date. Payroll deduction
purchases are generally made in the second half of each month. No purchases will
be permitted under the Plan if the market price of the Common Stock (i.e., the
five-day average) is less than par value.
15. HOW IS THE NUMBER OF SHARES TO BE PURCHASED FOR AN ACCOUNT DETERMINED?
The number of the shares purchased will be determined by dividing the amount
invested by the purchase price of the shares. Both whole and fractional shares
will be credited to your account, with the latter computed to four decimal
places.
16. WHAT SERVICES ARE PROVIDED BY THE PLAN CUSTODIAN?
The Plan Custodian will keep a continuous record of your participation and send
you a statement of each transaction for your account under the Plan. The Plan
Custodian also holds and acts as custodian of shares purchased on behalf of
participants under the provisions of the Plan. This relieves participants of the
responsibility for safekeeping of certificates and protects against loss, theft
or destruction.
17. CAN A PARTICIPANT SELL SHARES HELD BY THE PLAN CUSTODIAN?
Yes. Simply complete the proper portion of the stub attached to the Statement of
Account indicating the number of shares to be sold and return it to the Plan
Custodian for processing. After receipt of your completed authorization, the
Plan Custodian will sell your shares, along with other shares to be sold for
other accounts, on a pre-designated day at market price. Generally, no sales
will be made between the period seven days prior to the record date and the
dividend payable date, approximating four weeks each quarter. Within two weeks
from the date of sale, the Plan Custodian will send you a check for the proceeds
less a brokerage commission.
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18. WHAT FEES OR CHARGES ARE INCURRED BY A PARTICIPANT?
There are no brokerage commissions for purchases made under the Plan. However, a
brokerage commission is incurred upon any sale of shares held by the Plan
Custodian. The brokerage commission will be deducted from the proceeds of the
sale. All charges for custodial services will be paid by Kemper Corporation.
19. HOW DOES A PARTICIPANT WITHDRAW SHARES FROM OR TERMINATE PARTICIPATION IN
THE PLAN?
A signed written request to the Plan Custodian will initiate withdrawal of any
or all shares or termination of participation. To withdraw or terminate, any
participant may also simply complete the proper portion of the stub attached to
the monthly or periodic Statement of Account and return it to the Plan
Custodian. To terminate payroll deductions, eligible employees must, in
addition, complete the termination section of the authorization form and return
it to the Plan Administrator or your personnel department: see the caption "How
may an eligible employee change the amount of or suspend payroll deductions?"
below.
If you terminate participation or in the event of termination of the Plan by
Kemper Corporation other than as a result of the Merger (see the caption "May
the Plan be modified or discontinued?" below), certificates for the whole shares
credited to your account will be sent to you. Fractional shares will be sold.
Payment will be made for the fractional share based on the closing price on the
date your account is closed. No accounts will be closed between the period seven
days prior to a record date and a dividend payable date.
20. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
You may withdraw at any time. However, if your request to withdraw is received
within seven days prior to a dividend record date but before a dividend payable
date, the dividend will be used to purchase shares under the Plan before your
withdrawal is processed. Any subsequent dividends will be paid to you directly.
In the event of death of a participant, it will be necessary for the
representatives of the estate to notify the Plan Custodian to terminate
participation in the Plan.
Ten business days' written notice is also necessary to terminate or change the
payroll deduction authorization. If the notice is received by the Plan
Administrator less than ten business days before the payroll deduction date, the
termination or change may not occur until the next payroll deduction date.
Any person who has withdrawn from the Plan may rejoin without penalty at any
time if then eligible.
21. HOW MAY AN ELIGIBLE EMPLOYEE CHANGE THE AMOUNT OF OR SUSPEND PAYROLL
DEDUCTIONS?
Subject to the limits on the amounts which may be invested during each month
(see the caption "How are investments made under the Plan for an eligible
employee?" above), an eligible employee may change the amount of or suspend
deductions until further notice by completing and signing the proper section of
the authorization form at least ten business days before the change or
suspension is to become effective. No change or suspension can become effective
unless and until the authorization form, indicating amount of payroll
deductions, address, name, registration, etc., is properly completed by the
participant and timely received by the Plan Administrator or your personnel
department.
22. WHAT HAPPENS IF KEMPER CORPORATION DECLARES A STOCK OR PROPERTY DIVIDEND OR
A STOCK SPLIT OR HAS A RIGHTS OFFERING?
Any and all shares distributed as a stock split or stock dividend on shares held
under the Plan will be credited to your account. Stock dividends or splits
distributed on shares held by you and registered in
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your own name will be mailed directly to you. Any property dividends, including
any shares of stock in a new, to-be-publicly held company which Kemper
Corporation is planning to distribute to its stockholders pursuant to its plan
to divest its securities brokerage operations, will be mailed directly to you.
In a rights offering, your entitlement will be based upon your total holdings,
including those credited to your account under the Plan. Rights applicable to
shares credited to your account under the Plan will be mailed directly to you.
23. WHAT ARE THE FEDERAL INCOME TAX OBLIGATIONS OF PARTICIPANTS IN THE PLAN?
Generally, participants in the Plan have the same federal income tax obligations
with respect to reinvested dividends as dividends paid to other holders of
Common Stock who are not participating in the Plan. Therefore, cash dividends
you have reinvested under the Plan will be taxable as having been received by
you, even though you have not actually received them in cash. You will incur a
tax liability for the 5 percent discount on the shares purchased through
dividend reinvestments and employee payroll deductions. You will receive a
statement (Form 1099-DIV) from the Plan Custodian indicating the amount of your
applicable 5 percent discount and the amount of your reinvested dividends as
dividend income for your use in preparing your annual tax return. For all tax
considerations, you are advised to consult with your own tax adviser.
24. WHAT IS THE TAX BASIS OF SHARES ACQUIRED UNDER THE PLAN?
Generally, for purposes of determining capital gains or losses, the tax basis of
shares acquired under the Plan is the number of shares acquired multiplied by
the market price per share. The market price is the purchase price plus any
applicable 5 percent discount. See the caption: "What is the purchase price per
share and when are the purchases made?" above.
CAVEAT: Your tax basis for shares acquired under the Plan may vary from the
preceding formula due to personal factors of which only you and your tax adviser
can be aware. You are advised to consult with your own tax adviser for
determining your actual tax basis of shares acquired under the Plan as well as
the tax basis of shares surrendered to the Plan or received through any stock or
property dividend or stock split, and for other tax considerations.
25. HOW MANY SHARES WILL BE SOLD UNDER THE PLAN?
Kemper Corporation will issue and sell as many shares as are required to satisfy
valid orders under the Plan, up to the maximum number of shares reserved under
the Plan.
26. ARE THERE PREEMPTIVE RIGHTS OF PARTICIPANTS UNDER THE PLAN?
No. Holders of Kemper Corporation Common Stock have no preemptive rights.
27. HOW ARE PARTICIPANTS' SHARES VOTED AT MEETINGS OF STOCKHOLDERS?
For each meeting of stockholders for which proxies are solicited, you will
receive a proxy statement and card which will enable you to vote full and
fractional shares credited to your account under the Plan.
28. WHAT IS THE LIABILITY OF KEMPER CORPORATION AND THE PLAN CUSTODIAN UNDER THE
PLAN?
Kemper Corporation and the Plan Custodian are not liable for any acts done in
good faith or for any good faith omissions to act, including, without
limitation, any claim of liability arising out of the failure to terminate a
participant's account upon such participant's death prior to receipt of notice
in writing of such death.
Participants should recognize that Kemper Corporation and the Plan Custodian can
neither assure them of a profit nor protect them against a loss on the shares
purchased by or held for them under the Plan.
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29. WHO INTERPRETS AND REGULATES THE PLAN?
Kemper Corporation reserves the sole rights to interpret and regulate the Plan
as deemed desirable or necessary in connection with the operation of the Plan
and to review in good faith the method of price calculation in order to correct
inequities and/or resolve questions of ambiguities of or in conflict with the
various provisions of the Plan.
30. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
Yes. Kemper Corporation reserves the right to suspend, modify or terminate the
Plan at any time. The Plan will be terminated upon consummation of the Merger,
promptly after which time in accordance with the Merger Agreement, each
participant will receive payment of $49.50 per share by check for his or her
shares held in the Plan.
PLAN EXAMPLE
The following hypothetical example illustrates how an eligible employee can
continue to participate in the Plan.
In a year prior to 1995, Denise Jones was interested in participating in the
Plan and requested a prospectus. After carefully considering the information in
the prospectus, and deciding to participate, she completed, signed and submitted
the authorization form on July 2, 19XX. Denise previously had no shares of
Common Stock and decided to invest $50.00 per month through payroll deductions.
On July 17,19XX, $50.00 was withheld from Denise's payroll check to purchase
1.6590 shares for her account computed as follows:
<TABLE>
<CAPTION>
FIVE BUSINESS DAYS KEMPER CORPORATION
PRIOR TO PAYROLL DEDUCTION CLOSING PRICE
---------------------------------------- ------------------
<S> <C>
Friday, 7-10............................ $ 31.7500
Monday, 7-13............................ 31.0000
Tuesday, 7-14........................... 31.7500
Wednesday, 7-15......................... 32.0000
Thursday, 7-16.......................... 32.1250
Average Price........................... $ 31.7250
Discount................................ 5percent
Purchase Price.......................... $ 30.1388 per share
$50.00 investment / $30.1388 cost/share = 1.6590 shares
</TABLE>
In August 19XX, Denise received a printed Statement of Account indicating the
following information:
PARTICIPANT: Denise Jones DATE PRINTED: 8-10-XX SOCIAL SECURITY NO.:
123-ZZ-4567
<TABLE>
<CAPTION>
SHARES
TRANSACTION -------------------
------------------------------ PURCHASE MARKET TAX NET DISCOUNT ACQUIRED/
DATE TYPE PRICE PRICE BASIS AMOUNT AMOUNT WITHDRAWN BALANCE
---------------- ------------ --------- --------- ------- ------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7-17-XX Payroll $ 30.1388 $ 31.7250 $ 52.63 $ 50.00 $ 2.63 1.6590 1.6590
Deduction
</TABLE>
(The Market Price shown on the Statement of Account is the five-day Average
Price per share without the 5 percent discount. The Tax Basis shown is the sum
of the Net Amount which the participant invested plus the Discount Amount:
Denise Jones will consult her own tax adviser to determine her actual tax basis
and for other tax considerations. The Statement of Account will also show
certain year-to-date totals and total deductions per transaction for taxes, if
any.)
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In July 19XX, the Board of Directors of Kemper Corporation declared a $.23 per
share dividend payable on August 31, 19XX to stockholders of record as of August
10, 19XX. As of August 10, 19XX, the record date, Denise's account showed a
balance of 1.6590 shares. The $0.38 dividend paid on these shares (1.6590 shares
multiplied by $.23 per share) on August 31, 19XX was automatically reinvested to
purchase .0120 shares as follows:
<TABLE>
<S> <C>
Average Price (August 24, 25, 26, 27, 28).............. $33.45
Discount............................................... 5percent
Purchase Price......................................... $31.7775 per share
$0.38 dividend reinvestment / $31.7775 cost/share = .0120 shares
</TABLE>
Her normal payroll deduction purchase was made on August 28, 19XX, but since
this purchase was made after the record date of August 10, no dividends were
paid on these shares. The computation of the August payroll deduction purchase
follows:
<TABLE>
<S> <C>
Average Price (August 21, 24, 25, 26, 27).............. $33.5500
Discount............................................... 5 percent
Purchase Price......................................... $31.872 5 per share
$50.00 investment / $31.8725 cost/share = 1.5688 shares
</TABLE>
Denise continued her participation in the payroll deduction portion of the Plan
for September and October. In November, she received the following information
indicating the status of her account:
PARTICIPANT: Denise Jones DATE PRINTED: 11-10-XX SOCIAL SECURITY NO.:
123-ZZ-4567
<TABLE>
<CAPTION>
SHARES
TRANSACTION --------------------
--------------------------- PURCHASE MARKET TAX NET DISCOUNT ACQUIRED/
DATE TYPE PRICE PRICE BASIS AMOUNT AMOUNT WITHDRAWN BALANCE
------------- ------------ --------- --------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7-17-XX Payroll $ 30.1388 $ 31.7250 $ 52.63 $ 50.00 $ 2.63 1.6590 1.6590
Deduction
8-31-XX Dividend $ 31.7775 $ 33.4500 $ .40 $ .38 $ .02 .0120 1.6710
Reinvestment
8-28-XX Payroll $ 31.8725 $ 33.5500 $ 52.63 $ 50.00 $ 2.63 1.5688 3.2398
Deduction
9-25-XX Payroll $ 30.1625 $ 31.7500 $ 52.63 $ 50.00 $ 2.63 1.6577 4.8975
Deduction
10-23-XX Payroll $ 31.8725 $ 33.5500 $ 52.63 $ 50.00 $ 2.63 1.5688 6.4663
Deduction
</TABLE>
On October 24, 19XX, Denise decided to sell 6 shares of Common Stock directly
from her account. She filled out and returned to the Plan Custodian the stub
from her most recent Statement of Account indicating her authorization for the
Plan Custodian to sell the shares. In November, Denise received a check
representing the sale proceeds less commission. The 6 shares were withdrawn from
her account thereby reducing the balance to .4663 shares.
If you have any additional questions regarding the Plan, please contact the Plan
Administrator, Kemper Corporation, One Kemper Drive, Stockholder Services
Representative, C-4, Long Grove, Illinois 60049 (708/320-2525). You may also
contact your personnel department.
10
<PAGE> 12
EXPERTS
The financial statements of Kemper Corporation and subsidiaries included in the
1994 Annual Report on Form 10-K incorporated by reference in this Prospectus
have been so incorporated by the Company in reliance on the report of KPMG Peat
Marwick LLP, independent public accountants, whose report thereon is also
incorporated by reference herein, and on the authority of said firm as experts
in auditing and accounting.
LEGAL OPINION
The validity of the Common Stock offered hereby has been passed upon for Kemper
Corporation by Winston & Strawn, One First National Plaza, Chicago, Illinois
60603.
DESCRIPTION OF THE COMMON STOCK
Kemper Corporation is authorized to issue 200,000,000 shares of Common Stock, of
which 34,521,604 shares were issued and outstanding as of March 31, 1995, and
20,000,000 shares of preferred stock, without par value ("Preferred Stock"), of
which 6,681,157.5 shares were issued and outstanding as of March 31, 1995. As of
said date, the outstanding Preferred Stock consists of 14,519 shares of Series A
Cumulative Convertible Preferred Stock, 2,000,000 shares of Series C Cumulative
Preferred Stock, 66,638.5 shares of Series D Index Exchangeable Preferred Stock
and 4,600,000 shares of Series E Cumulative Convertible Preferred Stock.
Subject to the preferential rights of the holders of shares of Preferred Stock,
the holders of shares of Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors from funds of Kemper Corporation
legally available therefor. Upon liquidation, the holders of Common Stock are
entitled to share on a pro rata basis the net assets of Kemper Corporation after
payment of any amounts due to creditors and in respect of the Preferred Stock.
Kemper Corporation is a holding company whose primary source for the payment of
dividends to its stockholders is dividends from its subsidiaries. Dividend
distributions to Kemper Corporation from its life insurance subsidiaries are
restricted by state insurance laws and regulations as administered by state
insurance departments. Various federal and state securities laws and rules also
limit the amount of dividends that may be paid to Kemper Corporation from its
securities brokerage and asset management subsidiaries.
Each share of Common Stock has one vote on all matters submitted to a vote of
the stockholders. The Board of Directors is divided into three classes, each
class having a three-year term and only one class being elected each year.
Stockholders do not have cumulative voting rights, and accordingly, holders of a
majority of the shares of Common Stock voting on the election of directors can
elect the entire slate of candidates for the Board of Directors standing for
election in any year. Holders of shares of Common Stock are not entitled as a
matter of right to any preemptive or subscriptive rights.
Kemper Corporation's Second Restated Certificate of Incorporation, as amended,
restricts its ability to pay cash dividends on Common Stock by requiring the
prior payment of all cumulative and current cash dividends on the outstanding
shares of Preferred Stock. Each series of Preferred Stock is non-voting unless
the matter to be voted on at a stockholders' meeting would adversely affect the
preferences, special rights or powers of the respective series of Preferred
Stock.
Kemper Corporation's Second Restated Certificate of Incorporation, as amended,
contains provisions which require the affirmative vote of at least 80 percent of
all shares entitled to vote generally on the election of directors to: (i)
remove a director for cause; (ii) approve mergers and certain other business
combinations; or (iii) to amend or repeal either the foregoing provisions or the
following charter provisions (and any related Bylaw requirements): (i) those
providing for the classification of Kemper Corporation's Board of Directors;
(ii) those providing that a vacancy on the Board can only be filled by the
remaining directors in office, although less than a quorum; (iii) provisions
requiring
11
<PAGE> 13
advance notice of stockholder nominations for the election of directors or other
business to be brought by stockholders before any stockholders' meeting and that
certain information be made available with respect to the stockholder nominees
for directorships; or (iv) provisions stating that stockholder action may be
taken only at an annual meeting of stockholders or at a special stockholders'
meeting called by the Board and prohibiting any stockholder action by written
consent.
Kemper Corporation has issued to its common stockholders rights to purchase up
to 500,000 shares of Series B Junior Participating Preferred Stock pursuant to a
stockholder rights plan adopted in 1990. One right is attached to each share of
Common Stock currently outstanding or issued prior to the rights becoming
exercisable. Unless Kemper Corporation amends its rights plan (as it did on May
15, 1995 to ensure that the rights would not become exercisable due to the
Merger Agreement), the rights become exercisable and trade separately from the
Common Stock only upon the occurrence of certain events related to a change in
control of the Company, which is generally defined as when a person accumulates
20 percent or more, or begins a tender or exchange offer for 30 percent or more,
of the Common Stock. Once exercisable, each right would entitle the holder
(other than the acquiring person) to purchase 1/200th of a share of Kemper
Corporation's Series B Junior Participating Preferred Stock or, in certain
circumstances, including a merger or major asset sale, Kemper Corporation or the
acquiring person's securities or other property having a value of twice the $220
exercise price per right. If issued, each full share of such preferred stock is
nonredeemable, ranks junior to all other preferred stock of Kemper Corporation
and is approximately equal in dividend and voting rights to 200 shares of Common
Stock. Kemper Corporation has reserved 500,000 preferred shares for issuance
upon exercise of the rights. All rights expire July 29, 2000, unless redeemed
earlier. The stockholder rights plan also terminates upon the consummation of
the Merger.
INDEMNIFICATION
Kemper Corporation was organized under and is subject to the Delaware General
Corporation Law. Delaware law provides that officers and directors may receive
indemnification from their corporations for certain actual or threatened
lawsuits. Delaware law sets out the standard of conduct which the officers and
directors must meet in order to be indemnified, the parties who are to determine
whether the standard has been met, and the types of expenditures which will be
indemnified. Delaware law further provides that a corporation may purchase
indemnification insurance, such insurance providing indemnification for the
officers and directors whether or not the corporation would have the power to
indemnify them against such liability under the provisions of the Delaware law.
Kemper Corporation has adopted a provision within its Bylaws which provides that
Kemper Corporation will indemnify its officers and directors to the full extent
permitted by Delaware law. Furthermore, Kemper Corporation is covered by
insurance which will reimburse it for amounts it is obligated to pay in lawsuits
involving officers and directors serving in such capacities in which the
damages, judgments, settlements, costs, charges or expenses incurred in
connection with the defense of the action, suit or proceeding are reimbursable
pursuant to law.
Kemper Corporation has adopted a provision in its Second Restated Certificate of
Incorporation, as amended, permitted under Section 102(b)(7) of the Delaware
General Corporation Law limiting its directors' liability to Kemper Corporation
or its stockholders for monetary damages. This provision provides that a
director shall not be personally liable to Kemper Corporation or its
stockholders for monetary damages for breach of the fiduciary duty as a director
except for liability (i) for a breach of director's duty of loyalty (for
example, in a situation involving a conflict of interest); (ii) for actions or
omissions in bad faith or involving intentional misconduct or a knowing
violation of law; (iii) for certain improper dividend transactions; or (iv) for
any transaction where a director derives an improper personal benefit. This
provision would not apply to limit the liability of a director for activities
performed as an officer of the Company and, since applicable by its terms only
to monetary damage recoveries, would not limit the ability of Kemper Corporation
or its stockholders to obtain injunctive or other non-pecuniary relief against
any or all of the directors of Kemper Corporation. A
12
<PAGE> 14
provision of this type can be expected to limit the ability of Kemper
Corporation or its stockholders to recover damages in the event a director is
negligent in the performance of his or her duties unless such negligence
involves any of the above-described four circumstances. Kemper Corporation
believes this provision will enable it to continue to attract the best possible
candidates to serve on Kemper Corporation's Board of Directors and will help
ensure the continued availability and should reduce the expense of its directors
and officers' liability and corporate reimbursement insurance coverages.
Kemper Corporation has also entered into Director Indemnification Agreements
with each of its directors. Agreements of this type are contemplated by Section
145(f) of the Delaware General Corporation Law. Kemper Corporation believes the
agreements are advisable to address the uncertainties and limitations under
Delaware law. The Director Indemnification Agreements predicate the availability
of indemnification on the directors having acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of Kemper
Corporation. The agreements alter or clarify the statutory indemnity provisions
in the following respects: (i) indemnification to the fullest extent permitted
by applicable law is obligatory, rather than optional, even if a director is
unsuccessful on the merits; (ii) indemnification is explicitly provided for in
settlements of derivative actions; (iii) prompt payment of litigation expenses
is provided in advance of indemnification; (iv) prompt indemnification or
advances of expenses is provided unless a determination is made that the
director has not met the applicable statutory standard; (v) the director is
permitted to petition a court to determine whether such director's actions met
the standard required; and (vi) partial indemnification is permitted in the
event that the director is not entitled to full indemnification.
13
<PAGE> 15
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE
COMMON STOCK TO WHICH IT RELATES, OR AN
OFFER TO OR SOLICITATION OF ANY
PERSON IN ANY JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION WOULD
BE UNLAWFUL. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
-----------
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information.................. 2
Incorporation by Reference of Certain
Documents............................ 2
The Company............................ 3
Use of Proceeds........................ 3
Plan Design............................ 4
The Plan............................... 4
Plan Example........................... 9
Experts................................ 11
Legal Opinion.......................... 11
Description of the Common Stock........ 11
Indemnification........................ 12
</TABLE>
KEMPER CORPORATION
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
[KEMPER LOGO]
P R O S P E C T U S
MAY 23, 1995
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant was organized under and is subject to the Delaware General
Corporation Law. Delaware law provides that officers and directors may receive
indemnification from their corporations for certain actual or threatened
lawsuits. Delaware law sets out the standard of conduct which the officers and
directors must meet in order to be indemnified, the parties who are to determine
whether the standard has been met, and the types of expenditures which will be
indemnified. Delaware law further provides that a corporation may purchase
indemnification insurance, such insurance providing indemnification for the
officers and directors whether or not the corporation would have the power to
indemnify them against such liability under the provisions of this Delaware law.
The Registrant has adopted a provision in its Bylaws which provides that the
Registrant will indemnify its officers and directors to the full extent
permitted by Delaware law. Furthermore, the Registrant is covered by insurance
which will reimburse it for amounts it is obligated to pay in lawsuits involving
officers and directors serving in such capacities in which the damages,
judgments, settlements, costs, charges or expenses incurred in connection with
the defense of the action, suit or proceeding are reimbursable pursuant to law.
The Registrant has adopted a provision in its Second Restated Certificate of
Incorporation, as amended, permitted under Section 102(b)(7) of the Delaware
General Corporation Law limiting its directors' liability to the Registrant or
its stockholders for monetary damages. This provision provides that a director
shall not be personally liable to the Registrant or its stockholders for
monetary damages for breach of the fiduciary duty as a director except for
liability (i) for a breach of director's duty of loyalty (for example, in a
situation involving a conflict of interest); (ii) for actions or omissions in
bad faith or involving intentional misconduct or a knowing violation of law;
(iii) for certain improper dividend transactions; or (iv) for any transaction
where a director derives an improper personal benefit. This provision would not
apply to limit the liability of a director for activities performed as an
officer of the Company and, since applicable by its terms only to monetary
damage recoveries, would not limit the ability of the Registrant or its
stockholders to obtain injunctive or other non-pecuniary relief against any or
all of the directors of the Registrant. While yet to be construed by the
Delaware courts, a provision of this type can be expected to limit the ability
of the Registrant or its stockholders to recover damages in the event a director
is negligent in the performance of his or her duties unless such negligence
involves any of the above-described four circumstances. The Registrant believes
this provision will enable it to continue to attract the best possible
candidates to serve on the Registrant's Board of Directors and will help ensure
the continued availability and should reduce the expense of its directors and
officers' liability and corporate reimbursement insurance coverages.
The Registrant has also entered into Director Indemnification Agreements with
each of its directors. Agreements of this type are contemplated by Section
145(f) of the Delaware General Corporation Law. The Registrant believes the
agreements are advisable to address the uncertainties and limitations under
Delaware law. The Director Indemnification Agreements predicate the availability
of indemnification on the directors having acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Registrant. The agreements alter or clarify the statutory indemnity provisions
in the following respects: (i) indemnification to the fullest extent permitted
by applicable law is obligatory, rather than optional, even if a director is
unsuccessful on the merits; (ii) indemnification is explicitly provided for in
settlements of derivative actions; (iii) prompt payment of litigation expenses
is provided in advance of indemnification; (iv) prompt indemnification or
advances of expenses is provided unless a determination is made that the
director has not met the applicable statutory standard; (v) the director is
permitted to petition a court to determine whether such director's actions met
the standard required; and (vi) partial indemnification is permitted in the
event that the director is not entitled to full indemnification.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
The following documents are the exhibits to this post-effective amendment to
Form S-7 on Form S-3:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ ---------------------------------------------------------------------------
<C> <S> <C>
(1) Underwriting agreement -- not applicable.
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession is
incorporated herein by reference to Exhibits Nos. 2.1, 2.2 and 2.3 to Kemper
Corporation's Current Report on Form 8-K filed May 22, 1995.
(3) Articles of incorporation and bylaws:
3.1(a) Second Restated Certificate of Incorporation of Kemper Corporation.+
3.1(b) Certificate of Amendment of Second Restated Certificate of Incorporation of
Kemper Corporation.+
3.1(c) Certificate of Correction of Certificate of Amendment of Second Restated
Certificate of Incorporation of Kemper Corporation.+
3.1(d) Certificate of Designations, Preferences and Rights of Series B Junior
Participating Preferred Stock, Without Par Value, of Kemper Corporation.+
3.1(e) Certificate of Designations, Preferences and Rights of Series C Cumulative
Preferred Stock of Kemper Corporation.+
3.1(f) Certificate of Designations, Preferences and Rights of Series D Index
Exchangeable Preferred Stock of Kemper Corporation.+
3.1(g) Certificate of Designations, Preferences and Rights of Series E Cumulative
Convertible Preferred Stock, Without Par Value, of Kemper Corporation.+
3.1(h) Certificate of Correction of Second Restated Certificate of Incorporation
of Kemper Corporation.+
3.2(a) Bylaws of Kemper Corporation.+
3.2(b) Amendment to Bylaws is incorporated herein by reference to Exhibit No. 3.3
to Kemper Corporation's Annual Report on Form 10-K filed March 24, 1995.
+ Incorporated herein by reference to the identically numbered exhibits to Kemper
Corporation's Annual Report on Form 10-K filed March 30, 1994.
(4) Instruments defining the rights of security holders, including indentures:
4.1(a) Indenture dated as of January 15, 1987 between Kemper Corporation and the
Chase Manhattan Bank, N.A., defining the rights of holders of certain debt
securities of Kemper Corporation, is incorporated herein by reference to
Exhibit No. 4.1 to Kemper Corporation's Form S-3 Registration Statement No.
33-7780 filed August 5, 1986.
4.1(b) First Supplemental Indenture, dated September 14, 1989, supplemental to the
Indenture described in Exhibit No. 4.1(a) hereof, is incorporated herein by
reference to Exhibit No. 4 to Kemper Corporation's Quarterly Report on Form
10-Q filed November 14, 1989.
4.1(c) Indenture dated as of September 15, 1993 between Kemper Corporation and The
First National Bank of Chicago, defining the rights of holders of certain
debt securities of Kemper Corporation, is incorporated herein by reference
to Exhibit No. 4.1(c) to Kemper Corporation's Annual Report on Form 10-K
filed March 30, 1994.
</TABLE>
II-2
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ ---------------------------------------------------------------------------
<C> <S> <C>
4.2(a) Form of certificate representing Kemper Corporation's Medium-Term Notes,
Series 1, is incorporated herein by reference to Exhibit No. 4.3 to Kemper
Corporation's Annual Report on Form 10-K filed March 31, 1987.
4.2(b) Form of certificate representing Kemper Corporation's Medium-Term Notes,
Series 2, is incorporated herein by reference to Exhibit No. 4 to Kemper
Corporation's Amendment No. 1 to Form S-3 Registration Statement No.
33-31083 filed September 21, 1989.
4.2(c) Form of certificate representing Kemper Corporation's 8.80% Notes Due 1998
is incorporated herein by reference to Exhibit No. 4.3(c) to Kemper
Corporation's Annual Report on Form 10-K filed March 30, 1992.
4.2(d) Form of certificates representing Kemper Corporation's 6.875% Notes Due
2003 is incorporated herein by reference to Exhibit No. 4.3(d) to Kemper
Corporation's Annual Report on Form 10-K filed March 30, 1994.
4.3(a) Form of Rights Agreement, dated as of July 18, 1990, between Kemper
Corporation and Harris Trust and Savings Bank is incorporated herein by
reference to Exhibit No. 1 to the Form 8-A filed by Kemper Corporation on
July 20, 1990.
4.3(b) First Amendment to Rights Agreement, dated as of June 26, 1994, is
incorporated herein by reference to Exhibit No. 2 to the Form 8-A/A filed
by Kemper Corporation on July 20, 1994.
4.3(c) Second Amendment to Rights Agreement, dated as of May 15, 1995, is
incorporated herein by reference to Exhibit No. 4 to Kemper Corporation's
Current Report on Form 8-K filed May 22, 1995.
(5) Opinion re legality -- The opinion re legality filed as Exhibit No. 5 to Kemper
Corporation's Form S-7 Registration Statement No. 2-71680 filed April 8, 1981 is
incorporated herein by reference.
(12) Statement re computation of ratios -- not applicable.
(15) Letter re unaudited interim financial information -- not applicable.
(23) Consents of experts and counsel:
23.1 The consent of KPMG Peat Marwick LLP is filed herewith.
23.2 The consent of Winston & Strawn is included in Exhibit No. 5 above.
(24) Power of attorney is included on the signature page of this post-effective
amendment.
(25) Statement of eligibility of trustee -- not applicable.
(26) Invitations for competitive bids -- not applicable.
(27) Financial Data Schedule -- not applicable.
(28) Information from reports furnished to state insurance regulatory authorities -- not
applicable.
</TABLE>
II-3
<PAGE> 19
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
pursuant to this Registration Statement, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-4
<PAGE> 20
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints John H. Fitzpatrick,
Executive Vice President and Chief Financial Officer, and Kathleen A. Gallichio,
Senior Vice President, General Counsel and Corporate Secretary, his true and
lawful attorney-in-fact with authority together or individually to execute in
the name of each such signatory, and with authority to file with the Securities
and Exchange Commission, any and all amendments to this Registration Statement,
together with any exhibits thereto and other documents therewith, necessary or
advisable to enable Kemper Corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 17, 1995.
<TABLE>
<CAPTION>
KEMPER CORPORATION
<S> <C> <C>
By: /s/ DAVID B. MATHIS
--------------------------------------------------
David B. Mathis
Chairman of the Board
and Chief Executive Officer
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF KEMPER
CORPORATION IN THE CAPACITIES INDICATED ON THE 17TH DAY OF MAY, 1995.
<TABLE>
<CAPTION>
SIGNATURE CAPACITIES
<S> <C>
/s/ DAVID B. MATHIS Chairman of the Board, Chief Executive Officer
---------------------------------------- and Director
David B. Mathis
/s/ STEPHEN B. TIMBERS President, Chief Operating Officer
---------------------------------------- and Director
Stephen B. Timbers
/s/ JOHN H. FITZPATRICK Executive Vice President, Chief Financial Officer
---------------------------------------- and Director
John H. Fitzpatrick
/s/ JOSEPH R. SITAR Senior Vice President
---------------------------------------- and Chief Accounting Officer
Joseph R. Sitar
</TABLE>
II-5
<PAGE> 21
<TABLE>
<CAPTION>
SIGNATURE CAPACITIES
<S> <C>
Director
----------------------------------------
John T. Chain Jr.
/s/ J. REED COLEMAN Director
----------------------------------------
J. Reed Coleman
/s/ RAYMOND F. FARLEY Director
----------------------------------------
Raymond F. Farley
/s/ PETER B. HAMILTON Director
----------------------------------------
Peter B. Hamilton
/s/ GEORGE D. KENNEDY Director
----------------------------------------
George D. Kennedy
/s/ RICHARD D. NORDMAN Director
----------------------------------------
Richard D. Nordman
/s/ KENNETH A. RANDALL Director
----------------------------------------
Kenneth A. Randall
/s/ DANIEL R. TOLL Director
----------------------------------------
Daniel R. Toll
</TABLE>
II-6
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Kemper Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
Our report refers to changes in the methods of accounting as follows:
Effective January 1, 1994, the Company changed its method of accounting for
investment securities to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards ("SFAS") 115,
Accounting for Certain Investments in Debt and Equity Securities. Effective
January 1, 1993, the Company changed its method of accounting for impairment of
loans receivable to adopt the provisions of SFAS 114, Accounting by Creditors
for Impairment of a Loan, and changed its method of accounting for income taxes
to adopt the provisions of SFAS 109, Accounting for Income Taxes. The Company
adopted the provisions of SFAS 106, Employers' Accounting for Postretirement
Benefits Other than Pensions, in 1992.
KPMG PEAT MARWICK LLP
Chicago, Illinois
May 22, 1995
