SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 1995
KEMPER FINANCIAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15253 36-3451068
(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 FINANCIAL COMPANIES, INC. FORM 8-K
Item 5. Other Events
MERGER AGREEMENT
On May 15, 1995, Kemper Corporation ("Kemper"), Zurich Insurance
Company ("Zurich") and Insurance Partners, L.P. and Insurance Partners
Offshore (Bermuda), L.P. (collectively, "Insurance Partners," and
together with Zurich, the "Investor Group") entered into an Agreement
and Plan of Merger (the "Merger Agreement") pursuant to which Kemper
(and therefore Kemper Financial Companies, Inc.) would be acquired in
a merger transaction. A copy of Kemper's and the Investor Group's
joint press release dated May 16, 1995 is attached hereto as Exhibit
20 and is incorporated herein by reference. A copy of the Merger
Agreement and copies of two related agreements are attached hereto as
Exhibits Nos. 2.1, 2.2 and 2.3, respectively, and are incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(b) Exhibits.
2.1 - Agreement and Plan of Merger dated May 15, 1995 between
Zurich Insurance Company, Insurance Partners, L.P., Insurance Partners
Offshore (Bermuda), L.P., ZIP Acquisition Corp. and Kemper
Corporation.*
2.2 - Agreement and Plan of Merger dated May 15, 1995 between
Zurich Insurance Company, KFS Acquisition Corp., Kemper Financial
Services, Inc., Kemper Financial Companies, Inc. and Kemper
Corporation.*
2.3 - Letter Agreement dated May 15, 1995 between Zurich
Insurance Company, Insurance Partners, L.P., Insurance Partners
Offshore (Bermuda), L.P., Lumbermens Mutual Casualty Company, Kemper
Corporation and Kemper Financial Services, Inc.*
20 - Joint Press Release dated May 16, 1995.*
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*Incorporated herein by reference to the identically numbered exhibits
to Kemper Corporation's Current Report on Form 8-K filed May 22, 1995.
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 FINANCIAL COMPANIES, INC.
Date: May 23, 1995 By:
/s/JOHN H. FITZPATRICK
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John H. Fitzpatrick
Executive Vice President and
Chief Financial Officer
