SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
Kemper Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-6169781
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One Kemper Drive
Long Grove, Illinois 60049
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Class
None
Item 1. Description of Registrant's Securities to be Registered.
On May 15, 1995, Kemper Corporation (the "Company"), Zurich Insurance
Company ("Zurich"), Insurance Partners, L.P. ("IP"), Insurance Partners
Offshore (Bermuda), L.P. ("IP Bermuda"; and together with IP, "Insurance
Partners") and ZIP Acquisition Corp. ("ZIP"), entered into an Agreement
and Plan of Merger, dated as of May 15, 1995 (the "Merger Agreement"),
providing, among other things, for the merger (the "Merger") of ZIP with
and into the Company.
On such date, in connection with the Merger Agreement, the Company
executed the Second Amendment (the "Rights Amendment") to the Rights
Agreement, dated as of July 18, 1990 and as amended on June 26, 1994 (the
"Rights Agreement"), between the Company and Harris Trust and Savings
Bank, as the Rights Agent (the "Rights Agent"). The Rights Amendment
provides that neither Zurich, Insurance Partners, ZIP, nor any of their
respective affiliates shall be deemed an "Acquiring Person," and that no
"Distribution Date," "Triggering Event" or "Stock Acquisition Date" (as
such terms are defined in the Rights Agreement) shall be deemed to have
occurred solely as the result of the approval, execution or delivery of
the Merger Agreement, the consummation of the Merger pursuant to the
Merger Agreement, the approval, execution or delivery of the KFS
Agreement or the consummation of the KFS Sale (each, as defined in the
Merger Agreement). In addition, the Rights Amendment provides that (a)
the Rights (as defined below) are exercisable until the earliest of (i)
the close of business on July 29, 2000, (ii) the time the Rights shall
expire as provided in Section 13(d) of the Rights Agreement, (iii) the
time at which the Rights are redeemed as provided in Section 23 of the
Rights Agreement and (iv) immediately prior to the Effective Time (as
defined in the Merger Agreement) and (b) the Rights Agreement shall
terminate and have no further force and effect at the Effective Time. A
summary of the Rights as amended follows.
Summary of Rights
On July 18, 1990, the Board of Directors of the Company declared a
dividend distribution of one Preferred Stock Purchase Right
(individually, a "Right," and collectively, the "Rights") for each
outstanding share of the Company's common stock (the "Common Stock"),
payable July 30, 1990, to stockholders of record at the close of business
on that date. Each Right entitles the registered holder to purchase from
the Company a unit consisting of one two-hundredth of a share (a "Unit")
of Series B Junior Participating Preferred Stock, without par value (the
"Preferred Stock"), at a Purchase Price of $220 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in the
Rights Agreement.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates
will be distributed. The Rights will separate from the Common Stock and
the "Distribution Date" of the Rights will occur upon the earlier of (i)
10 business days following a public announcement that a person or group
of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 20% or more of
the outstanding shares of Common Stock (the date of such announcement
being the "Stock Acquisition Date"), or (ii) 10 business days following
the commencement of a tender offer or exchange offer that would result in
a person or group beneficially owning 30% or more of such outstanding
shares of Common Stock.
Until the Distribution Date (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued
after July 30, 1990 will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any
certificate for Common Stock outstanding will also constitute the
transfer of the Rights associated with the Common Stock represented by
such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the earliest of the close of business on July 29, 2000 and
immediately prior to the Effective Time (as defined in the Merger
Agreement), unless earlier redeemed by the Company as described below.
Holding unexercised Rights alone gives rise to no rights as a stockholder
of the Company, including, without limitation, any right to vote or to
receive dividends.
As soon as practicable after the Distribution Date (if one occurs),
Rights certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date, and,
thereafter, the separate Rights certificates alone will represent the
Rights. Except as otherwise determined by the Board of Directors, no
shares of Common Stock issued after the Distribution Date will be issued
with Rights.
In the event that, at any time following the Distribution Date, (i) the
Company (or its subsidiary) is the surviving corporation in a merger,
consolidation or other business combination with an Acquiring Person and
the Common Stock is not changed or exchanged, (ii) any person becomes the
beneficial owner of more than 20% of the then outstanding shares of
Common Stock (other than pursuant to a tender offer or exchange offer for
all outstanding shares of Common Stock at a price and on terms determined
by the independent members of the Board of Directors to be fair to
stockholders and otherwise in the best interests of the Company), (iii)
an Acquiring Person engages in one or more "self-dealing" transactions as
set forth in the Rights Agreement, or (iv) during such time as there is
an Acquiring Person an event occurs which results in such person's
ownership interest being increased by more than 1% (e.g., a reverse stock
split), each holder of a Right will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of any of the events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $220 per Right, each Right not owned
by an Acquiring Person following an event set forth in the preceding
paragraph would entitle its holder to purchase $440 worth of Common Stock
(or other consideration, as noted above) for $220. Assuming that the
Common Stock had a per share value of $55 at such time, the holder of
each valid Right would be entitled to purchase eight shares of Common
Stock for $220.
In the event that, at any time following any Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination
transaction (other than the Merger, a business combination described in
the second preceding paragraph or a merger which follows a tender or
exchange offer described in the second preceding paragraph), or (ii) 50%
or more of the Company's assets or earning power is sold or transferred,
each holder of a Right (except Rights which are voided because they would
be held by an Acquiring Person) shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are
referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of Preferred Stock or
Common Stock or other securities or property issuable, upon exercise of
the Rights are subject to certain customary adjustments from time to time
to prevent dilution. With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional Units will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading date prior to the date
of exercise.
At any time until ten business days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price
of $.01 per Right, payable, at the election of the Company, in cash,
shares of Common Stock or such other consideration as the Board of
Directors may determine. After the redemption period has expired, the
Company's right to redemption may be reinstated if each Acquiring Person
reduces its beneficial ownership to 10% or less of the outstanding shares
of Common Stock in a transaction or series of transactions not involving
the Company. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate, and the
only right of the holders of Rights will be to receive the $.01
redemption price.
While the distribution of the Rights will not be taxable to stockholders
or to the Company, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable
for Common Stock (or other consideration) of the Company or for common
stock of the acquiring company.
Any of the provisions of the Rights Agreement may be amended by the
independent directors of the Company prior to the Stock Acquisition Date.
After the Stock Acquisition Date, the provisions of the Rights Agreement
may be amended by the independent directors in order to cure any
ambiguity, defect or inconsistency, to make changes which do not
adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment
to adjust the time period governing redemption shall be made at such time
as the Rights are not redeemable.
As long as the Rights are attached to the Common Stock, the Company will
issue one Right for each share of Common Stock issued (or delivered from
treasury) between July 30, 1990 and the Distribution Date so that all
such shares will have attached Rights. In addition, following the
Distribution Date and prior to the expiration or redemption of the
Rights, the Company, subject to certain limitations, will issue one Right
for each share of Common Stock issued or sold pursuant to the exercise of
stock options or under employee plans or upon the exercise, conversion or
exchange of certain securities of the Company, and may issue Rights in
certain other circumstances. 500,000 shares of Preferred Stock will be
reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of Rights
being acquired. The Rights should not interfere with any merger (such as
the Merger) or other business combination approved by the Board of
Directors of the Company.
A copy of the Rights Agreement specifying the terms of the Rights, which
includes as Exhibit A a copy of the Certificate of Designations,
Preferences and Rights relating to the Series B Preferred Stock and as
Exhibit B the Form of Rights Certificate, has been filed as an Exhibit to
the Company's Registration Statement on Form 8-A. The foregoing
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated in the foregoing description by reference. All capitalized
terms not defined herein shall have the meanings ascribed to them in the
Rights Agreement, as amended.
Item 2. Exhibits.
EXHIBIT INDEX
Exhibit No.
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1. Form of Rights Agreement, dated as of July 18, 1990, between
Kemper Corporation and Harris Trust and Savings Bank which
includes: (i) as Exhibit A thereto a copy of the Certificate of
Designations, Preferences and Rights relating to the Series B
Preferred Stock, and (ii) as Exhibit B thereto the Form of
Rights Certificate. Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after the earlier of (i)
the tenth business day after the Stock Acquisition Date or (ii)
the tenth business day after the date of the commencement of a
tender offer or exchange offer by any person or group of
affiliated or associated persons, if upon consummation thereof,
such person or group would be the beneficial owner of 30% or
more of such outstanding Common Stock. (Incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A filed on July 18, 1990.)
2. First Amendment to Rights Agreement, dated as of June 26, 1994,
between Kemper Corporation and Harris Trust and Savings Bank.
(Incorporated herein by reference to Exhibit 2 to the Form 8-
A/A filed on July 20, 1994.)
3. Second Amendment to Rights Agreement, dated as of May 15, 1995,
between Kemper Corporation and Harris Trust and Savings Bank.
(Incorporated herein by reference to Exhibit 4 to the Company's
Current Report on Form 8-K filed on May 22, 1995.)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
KEMPER CORPORATION
DATED: June 2, 1995 By:/s/ JOHN H. FITZPATRICK
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Name: John H. Fitzpatrick
Title: Executive Vice President
and Chief Financial Officer
