For What It’s Worth, Kemper Wants $65 a Share : Mergers: The insurance and investment company urges shareholders to reject a bid from GE, which has offered $55.

From Associated Press

Kemper Corp. named its price Tuesday: $65 a share.

The insurance and investment company described the figure as a target to determine whether it should be sold a year from now. But some analysts called it a counteroffer to General Electric Co.'s $55-a-share takeover bid.

“I think they’re setting a floor on what they think they’re worth in value, and it’s up to GE to respond to that,” said Michael Lewis of Dean Witter, Discover & Co.

Kemper shareholders will vote on GE’s proposed takeover at Kemper’s annual meeting next Wednesday.


Kemper Chairman David Mathis urged shareholders in a letter to reject GE’s bid and be patient with the company’s plan to boost its stock price. He said that if Kemper’s stock fails to reach $65 on at least 10 of 20 consecutive trading days by May 26, 1995, the board will propose that Kemper be sold to the highest bidder.

Kemper’s stock ended Tuesday at $57.125, off $1.50 on the New York Stock Exchange on concern that management’s latest pitch to shareholders will be successful and ultimately stave off GE.

The shares are down from a 52-week high of $62.125, reached in March when GE first launched its $55 bid.

GE’s finance unit, GE Capital Corp., responded that Kemper shareholders now have a choice.



“Shareholders of Kemper have the opportunity to choose for themselves now between the immediate delivery of value through the sale of the company, versus waiting to see what might or might not transpire at some indefinite time in the future,” GE Capital said. Kemper spokeswoman Janice Kalmar said $65 a share “is not intended to be a valuation of Kemper in any respect.” But analysts who have been following the company’s jousting with GE saw it differently.

“They’re telling GE to either put up or go away,” Lewis said.

Kemper, based in the Chicago suburb of Long Grove, has called GE’s bid a “low ball” proposal. GE, based in Fairfield, Conn., has indicated that it might bid higher after analyzing Kemper’s property holdings, but Kemper has refused to turn over its real estate portfolio.


Some large Kemper investors indicated after reading the letter that they were inclined to back Kemper management. Institutional investors generally agree that Kemper is worth more than $55 a share.

“Of the two choices currently presented to shareholders, it is clear that voting for Kemper management is the superior alternative,” said Southeastern Asset Management Inc., holder of an 8% stake.

Robin Kelton, president of Fox-Pitt Kelton Inc., an institutional brokerage firm that has placed about 10% of Kemper’s stock with European investors, said, “On balance, the feeling is to give the Kemper people a chance to show what they can do.”

At the Kemper meeting next week, shareholders will either reelect a slate of four Kemper directors, including Mathis, or elect four GE nominees, who would push for a sale at $55 a share.