As filed with
the Securities and Exchange Commission on February 14,
2020
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________________
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
________________________________
Kemper
Corporation
(Exact name
of registrant as specified in its charter)
__________________________________
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Delaware
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95-4255452
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(State or other jurisdiction
of
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(I.R.S. Employer
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incorporation or
organization)
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Identification
No.)
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______________________________
200 E.
Randolph Street
Suite
3300
Chicago, Illinois 60601
(312) 661-4600
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
______________________________
C. Thomas
Evans, Jr.
Executive
Vice President, Secretary and General Counsel
Kemper Corporation
200 E.
Randolph Street
Suite
3300
Chicago, Illinois 60601
(312) 661-4600
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
____________________________
Copies
to:
Brian W.
Duwe
Gregg A.
Noel
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
__________________________
From time to time
after this registration statement becomes effective.
(Approximate date
of commencement of proposed sale to the public)
If the only
securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please 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 of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. x
If this Form is
filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. ¨
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. ¨
If this Form is a
registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. x
If this Form is a
post-effective amendment to a registration statement filed pursuant
to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
x
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Accelerated filer
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Non-accelerated filer
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Smaller reporting
company ¨
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Emerging growth company
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If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
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____________________________
CALCULATION
OF REGISTRATION FEE
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Title of
Each Class of Securities to be Registered(1)
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Amount to be
Registered(2)(3)
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Proposed
Maximum Offering Price Per Unit(2)(3)
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Proposed
Maximum Aggregate Offering Price(2)(3)
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Amount of
Registration Fee(2)(4)
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Common Stock, par value $.10
per share
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Preferred Stock, par value
$.10 per share
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Depositary
shares
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Debt securities
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Warrants
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Subscription
rights
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Purchase
contracts
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Purchase units
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__________________________________________
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(1)
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Securities
registered hereunder may be sold separately, together or as units
with other securities registered hereunder.
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(2)
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Omitted pursuant
to Form S-3 General Instruction II.E.
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(3)
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An indeterminate
aggregate initial offering price, principal amount or number of the
securities of each identified class is being registered as may from
time to time be issued at indeterminate prices or upon conversion,
exchange or exercise of securities registered hereunder to the
extent any such securities are, by their terms, convertible into,
or exchangeable or exercisable for, such securities, including
under any applicable anti-dilution provisions.
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(4)
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In accordance
with Rule 456(b) and Rule 457(r), the registrant is deferring
payment of all of the registration fee.
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PROSPECTUS
KEMPER
CORPORATION
Common Stock
Preferred Stock
Depositary Shares
Debt Securities
Warrants
Subscription Rights
Purchase Contracts
Purchase Units
We may offer and
sell from time to time, in one or more offerings, in amounts, at
prices and on terms determined at the time of any such
offering:
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purchase
contracts; and
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We will provide
the specific terms of any offering and the offered securities in
one or more supplements to this prospectus at the time of offering.
Any prospectus supplement may also add, update or change
information contained in this prospectus. You should read this
prospectus and any accompanying prospectus supplement as well as
the documents incorporated by reference in such documents carefully
before you make your investment decision.
Our common stock
is listed on the New York Stock Exchange under the trading symbol
“KMPR.” Each prospectus supplement will indicate if the securities
offered thereby will be listed on any securities
exchange.
We may offer
securities through underwriting syndicates managed or co-managed by
one or more underwriters, or directly to purchasers. The prospectus
supplement for each offering of securities will describe in detail
the plan of distribution for that offering. For general information
about the distribution of securities offered, please see “Plan of
Distribution” on page 12 of this prospectus.
________________________________
Investing in
our securities involves risks, including those described under
“Risk
Factors” beginning
on page 1 of this prospectus. You should carefully read and
consider these risk factors and the risk factors included in our
periodic reports, in any prospectus supplement relating to specific
offerings of securities and in other documents that we file with
the Securities and Exchange Commission.
Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus or any prospectus supplement is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this
prospectus is February 14,
2020.
TABLE OF
CONTENTS
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Page
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ABOUT THIS
PROSPECTUS
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KEMPER
CORPORATION
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RISK
FACTORS
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CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
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USE OF
PROCEEDS
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DESCRIPTION OF
SECURITIES
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DESCRIPTION OF
CAPITAL STOCK
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DESCRIPTION OF
DEPOSITARY SHARES
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DESCRIPTION OF
DEBT SECURITIES
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DESCRIPTION OF
WARRANTS
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DESCRIPTION OF
SUBSCRIPTION RIGHTS
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DESCRIPTION OF
PURCHASE CONTRACTS AND PURCHASE UNITS
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PLAN OF
DISTRIBUTION
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LEGAL
MATTERS
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EXPERTS
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WHERE YOU CAN
FIND MORE INFORMATION
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ABOUT THIS
PROSPECTUS
This prospectus
is part of an “automatic shelf” registration statement that we
filed with the Securities and Exchange Commission, or the SEC, as a
“well-known seasoned issuer” as defined in Rule 405 under the
Securities Act of 1933, as amended, or the Securities Act. Under
this shelf registration process, we may sell, from time to time, an
indeterminate amount of any combination of the securities described
in this prospectus in one or more offerings. This prospectus
provides you with a general description of the securities we may
offer, which is not meant to be a complete description of each
security. Each time that we sell securities, a prospectus
supplement containing specific information about the terms of that
offering will be provided, including the specific amounts, prices
and terms of the securities offered and the manner in which they
will be offered. The prospectus supplement and any other offering
material may also add to, update or change information contained in
this prospectus or in documents we have incorporated by reference
into this prospectus. We urge you to read both this prospectus and
any prospectus supplement and any other offering material
(including any free writing prospectus) prepared by or on behalf of
us for a specific offering of securities, together with the
additional information described under the heading
“Where
You Can Find More Information” on page 12 of this
prospectus. We have not authorized anyone to provide any
information other than that contained or incorporated by reference
in this prospectus, any prospectus supplement or any free writing
prospectus prepared by or on behalf of us or to which we have
referred you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you. We are not making an offer to sell or
soliciting an offer to purchase these securities in any
jurisdiction where the offer or sale is not permitted.
Unless otherwise
stated or the context otherwise requires, as used in this
prospectus, the words “we,” “us,” “our,” the “Company,” or “Kemper”
refer to Kemper Corporation. In “Cautionary Note Regarding
Forward-Looking Statements,” such terms refer to Kemper Corporation
and its subsidiaries.
You should not
assume that the information contained in this prospectus, any
prospectus supplement or any free writing prospectus is accurate on
any date other than the date on the front cover of such documents
or that any information we have incorporated by reference is
accurate on any date subsequent to the date of the document
incorporated by reference, even though this prospectus or any
prospectus supplement is delivered or securities are sold on a
later date. Neither the delivery of this prospectus or any
applicable prospectus supplement nor any distribution of securities
pursuant to such documents shall, under any circumstances, create
any implication that there has been no change in the information
set forth in this prospectus or any applicable prospectus
supplement or in our affairs since the date of this prospectus or
any applicable prospectus supplement. Our business, financial
condition, results of operations and prospects may have changed
since those dates.
KEMPER
CORPORATION
Kemper is a
diversified insurance holding company, with subsidiaries that
provide automobile, homeowners, life, health, and other insurance
products to individuals and businesses. The Kemper family of
companies is one of the nation’s leading specialized insurers and
is improving the world of insurance by providing affordable and
easy-to-use personalized solutions to individuals, families and
businesses through its Auto, Personal Insurance, Life and Health
brands. At December 31, 2019, Kemper had nearly $13.0 billion in
assets, served over 6.4 million policies, was represented by more
than 30,000 agents and brokers, and had approximately 8,900
associates dedicated to meeting the ever-changing needs of its
customers.
RISK
FACTORS
Investing in our
securities involves risk. Before you decide whether to purchase any
of our securities, in addition to the other information, documents
or reports included or incorporated by reference into this
prospectus and any prospectus supplement or other offering
materials, you should carefully consider the risk factors described
in the section entitled “Risk Factors” in any prospectus supplement
and in (i) our most recent Annual Report on Form 10-K and (ii) any
Quarterly Reports on Form 10-Q filed subsequently to such Annual
Report on Form 10-K, each of which is incorporated by reference
into this prospectus and any prospectus supplement in its entirety,
as the same may be amended, supplemented or superseded from time to
time by our filings under the Securities Exchange Act of 1934, as
amended, or the Exchange Act. For more information, see the section
entitled “Where
You Can Find More Information” on page 12 of this
prospectus. These risks could materially and adversely affect our
business, financial condition or operating results and could result
in a partial or complete loss of your investment. Furthermore,
additional risks and uncertainties not presently known to us, or
that we currently deem immaterial, may also affect our
operations.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
and the documents incorporated by reference herein may contain
information that includes or is based on forward-looking statements
within the meaning of the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements give expectations or forecasts of future events. The
reader can identify these statements by the fact that they do not
relate strictly to historical or current facts. They use words such
as “believe(s),” “goal(s),” “target(s),” “estimate(s),”
“anticipate(s),” “forecast(s),” “project(s),” “plan(s),”
“intend(s),” “expect(s),” “might,” “may,” “could” and other terms
of similar meaning. Forward-looking statements, in particular,
include statements relating to future actions, prospective services
or products, future performance or results of current and
anticipated services or products, sales efforts, expenses, the
outcome of contingencies such as legal proceedings, trends in
operations and financial results.
Any or all
forward-looking statements may turn out to be wrong, and,
accordingly, we caution readers not to place undue reliance on such
statements, which speak only as of, and which we base on current
expectations and the current economic environment as of, the date
on which such statements are made. Forward-looking statements
involve a number of risks and uncertainties that are difficult to
predict. These statements are not guarantees of future performance
and actual results could differ materially from those expressed or
implied in the forward-looking statements. Forward-looking
statements can be affected by inaccurate assumptions or by known or
unknown risks and uncertainties that may be important in
determining our actual future results and financial
condition.
The reader should
consider the factors discussed under Item 1A., Risk Factors, in our
most recent Annual Report on Form 10-K, as updated by Item 1A.,
Risk Factors, in Part II – Other Information of any subsequent
Quarterly Reports on Form 10-Q. Such factors, among others, could
cause our actual results and financial condition to differ
materially from estimated results and financial
condition.
We cannot provide
any assurances that the results contemplated in any forward-looking
statements will be achieved or will be achieved in any particular
timetable or that future events or developments will not cause
such
statements to be
inaccurate. All forward-looking statements contained in this
prospectus and the documents we incorporate by reference in this
prospectus are qualified in their entirety by this cautionary
statement. We assume no obligation to correct or update any
forward-looking statements publicly for any changes in events or
circumstances or in our expectations or results.
USE OF
PROCEEDS
Unless otherwise
set forth in a prospectus supplement, we intend to use the net
proceeds of any offering of our securities for working capital and
other general corporate purposes, including acquisitions, repayment
or refinancing of debt, stock repurchases, investments in our
subsidiaries and other business opportunities. We will have
significant discretion in the use of any net proceeds. We may
provide additional information on the use of the net proceeds from
the sale of our securities in an applicable prospectus supplement
or other offering materials relating to the offered
securities.
DESCRIPTION
OF SECURITIES
This prospectus
contains summary descriptions of the common stock, preferred stock,
depositary shares, debt securities, warrants, subscription rights,
purchase contracts and purchase units that we may offer and sell
from time to time. These summary descriptions are not meant to be
complete descriptions of each security. At the time of an offering
and sale, this prospectus, together with the accompanying
prospectus supplement, will describe the material terms of the
securities being offered.
DESCRIPTION
OF CAPITAL STOCK
Our authorized
capital stock consists of 100,000,000 shares of common stock, par
value $.10 per share, and 20,000,000 shares of preferred stock, par
value $.10 per share. No preferred stock is outstanding as of the
date of this prospectus. As of December 31, 2019, there were
66,665,888 shares of our common stock outstanding, and 3,254,822
shares reserved for issuance pursuant to our 2011 Omnibus Equity
Plan. The following is a summary description of the material terms
and provisions relating to our capital stock, certificate of
incorporation (“Certificate of Incorporation”) and Amended and
Restated Bylaws (“Bylaws”), but is qualified by reference to our
Certificate of Incorporation and Bylaws, copies of which are filed
or incorporated by reference as exhibits to the registration
statement of which this prospectus forms a part.
Common
Stock
Voting
Rights. Each holder of shares of our
common stock is entitled to attend all special and annual meetings
of our shareholders. The holders of our common stock have one vote
for each share held on all matters voted upon by our shareholders,
including the election of directors to our Board of Directors
(“Board of Directors”). Other than the election of directors, if an
action is to be taken by vote of our shareholders at a meeting of
shareholders at which a quorum is present, it will be decided by a
majority of the votes cast with respect to such matter, unless a
different vote is required under our Certificate of Incorporation
or the General Corporation Law of the State of Delaware (“DGCL”).
In an election of directors at a meeting of shareholders at which a
quorum is present, a nominee for director shall be elected to the
Board of Directors if the votes cast for such nominee’s election
exceed the votes cast against such nominee’s election, provided,
however, in the event the number of nominees for director is
greater than the number of directors to be elected, directors shall
be elected by a plurality of the votes cast.
Dividends.
Except for any
preferential rights of holders of any preferred stock that may then
be issued and outstanding and any other class or series of stock
having a preference over the common stock, holders of our common
stock are entitled to receive dividends as and when declared by our
Board of Directors, from legally available funds.
Liquidation
and Dissolution. In the event of our
liquidation or dissolution, the holders of our common stock are
entitled to receive ratably all assets available for distribution
to shareholders after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding
preferred stock.
Other
Rights. Holders of our common stock
have no preemptive, subscription, redemption or conversion rights.
The rights, preferences and privileges of holders of our common
stock are subject to and may be adversely affected by the rights of
the holders of shares of any series of preferred stock that we may
designate and issue in the future.
Listing.
Our common stock
is listed on the New York Stock Exchange, or the NYSE, under the
symbol “KMPR.”
Transfer
Agent and Registrar. The transfer agent and
registrar for our common stock is Computershare Trust Company,
N.A.
Preferred
Stock
Our Certificate
of Incorporation authorizes our Board of Directors to issue up to
20,000,000 shares of preferred stock in one or more series, with
such distinctive designation or title and in such number of shares
as may be authorized by our Board of Directors. Our Board of
Directors is authorized to prescribe the relative rights and
preferences of each series, and the limitations applicable thereto,
including but not limited to the following: (i) the voting powers,
full, special, or limited, or no voting powers, of each such
series; (ii) the rate, terms and conditions on which dividends will
be paid, whether such dividends will be cumulative, and what
preference such dividends shall have in relation to the dividends
on other series or classes of stock; (iii) the rights, terms and
conditions, if any, for conversion of such series of preferred
stock into shares of other series or classes of stock; (iv) any
right of the Company to redeem the shares of such series of
preferred stock, and the price, time, and conditions of such
redemption, including the provisions for any sinking fund; and (v)
the rights of holders of such series of preferred stock in relation
to the rights of other series and classes of stock upon the
liquidation, dissolution or distribution of our assets. Unless
otherwise provided by our Board of Directors, upon redemption or
conversion, shares of preferred stock will revert to authorized but
unissued shares and may be reissued as shares of any series of
preferred stock.
Certain
Statutory, Certificate of Incorporation and Bylaw Provisions
Affecting Shareholders
Various
provisions of our Certificate of Incorporation and Bylaws, the DGCL
and state insurance laws could have the effect of delaying,
deferring or discouraging another party from acquiring control of
Kemper. These provisions, which are summarized below, are expected
to discourage coercive takeover practices and inadequate takeover
bids. These provisions are also designed to encourage, or could
have the effect of encouraging, persons seeking to acquire control
of Kemper to first negotiate with our Board of
Directors.
The portions of
the summary set forth below describing certain provisions of our
Certificate of Incorporation and Bylaws is qualified in its
entirety by reference to the provisions of our Certificate of
Incorporation and Bylaws, copies of which are filed or incorporated
by reference as exhibits to the registration statement of which
this prospectus forms a part.
Certificate
of Incorporation and Bylaw Provisions
Special
Meetings of Shareholders. Our Certificate of
Incorporation and Bylaws do not grant the shareholders the right to
call a special meeting of shareholders. Under our Certificate of
Incorporation and Bylaws, special meetings of shareholders may be
called only by the Chairman of the Board of Directors or by a
majority of the Board of Directors then in office.
No
Shareholder Action by Written Consent. Our Certificate of
Incorporation also provides that shareholders may not take any
action by written consent.
Advance
Notice Requirements. Our Bylaws set forth
advance notice procedures with regard to shareholder proposals
relating to the nomination of candidates for election as directors
or other business to be presented at meetings of shareholders.
These procedures provide that notice of such shareholder proposals
must be timely given in writing to the Secretary of Kemper prior to
the meeting at which the action is to be taken. Generally, to be
timely, notice must be delivered to the Secretary at the principal
executive offices of Kemper not less than 60 nor more than 90 days
prior to the anniversary of the preceding year’s annual meeting.
The notice must contain specified information concerning the person
to be nominated or the business to be brought before the meeting
and concerning the shareholder submitting the proposal. The advance
notice requirement does not give the Board of Directors any power
to approve or disapprove shareholder director nominations or
proposals but may have the effect of precluding the consideration
of such nominations or proposals at a meeting if the proper notice
procedures are not followed.
Blank
Check Preferred Stock. Our preferred stock could
be deemed to have an anti-takeover effect in that, if a hostile
takeover situation should arise, shares of preferred stock could be
issued to purchasers sympathetic with our management or others in
such a way as to render more difficult or to discourage a merger,
tender offer, proxy contest, the assumption of control by a holder
of a large block of our securities or the removal of incumbent
management.
The effects of
the issuance of one or more series of the preferred stock on the
holders of our common stock could include:
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reduction of the
amount otherwise available for payments of dividends on common
stock if dividends are payable on the series of preferred
stock;
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restrictions on
dividends on our common stock if dividends on the series of
preferred stock are in arrears;
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dilution of the
voting power of our common stock if the series of preferred stock
has voting rights, including a possible “veto” power if the series
of preferred stock has class voting rights;
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dilution of the
equity interest of holders of our common stock if the series of
preferred stock is convertible, and is converted, into our common
stock; and
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restrictions on
the rights of holders of our common stock to share in our assets
upon liquidation until satisfaction of any liquidation preference
granted to the holders of the series of preferred
stock.
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Business
Combinations. Article Seven of our
Certificate of Incorporation places certain restrictions on the
following transactions with a direct or indirect beneficial owner
(including certain former beneficial owners and successors to such
beneficial owners) of more than 15% of the voting power of Kemper’s
outstanding voting stock (an “Interested
Shareholder”):
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any merger or
consolidation of Kemper or any subsidiary with any Interested
Shareholder or any other person (whether or not itself an
Interested Shareholder) which is, or after such merger or
consolidation would be, an affiliate of an Interested Shareholder;
or
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any sale, lease,
exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any Interested
Shareholder or any affiliate of any Interested Shareholder of any
assets of Kemper or any subsidiary having an aggregate fair market
value of $10,000,000 or more; or
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the issuance or
transfer by Kemper or any subsidiary (in one transaction or a
series of transactions) of any securities of Kemper or any
subsidiary to any Interested Shareholder or any affiliate of any
Interested Shareholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market
value of $10,000,000 or more; or
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the adoption of
any plan or proposal for the liquidation or dissolution of Kemper
proposed by or on behalf of any Interested Shareholder or any
affiliate of any Interested Shareholder; or
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any
reclassification of securities (including any reverse stock split
or recapitalization of Kemper) or any merger or consolidation of
Kemper with any of its subsidiaries or any other transaction
(whether or not with or into or otherwise involving any Interested
Shareholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any
class of equity or convertible securities of Kemper or any
subsidiary beneficially owned by any Interested Shareholder or any
affiliate of any Interested Shareholder.
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We may only enter
into one of the transactions described above if:
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the transaction
has been approved by a majority of our “continuing directors,”
being (A) members of our original Board of Directors, (B) persons
unaffiliated with an Interested Shareholder who were members of the
Board of Directors prior to such person or entity becoming an
Interested Shareholder, or (C) successors of continuing directors
who were recommended to succeed continuing directors by a majority
of continuing directors then on the Board of Directors;
or
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the transaction
has been approved by the affirmative vote of 75% of the voting
power of our outstanding voting stock, voting together as a single
class, and (A) the consideration to be received by the holders of
each class or series of our capital stock is (i) not less than the
highest price paid by the Interested Shareholder for any shares of
such class or series during the preceding 24 months, and (ii) is
either in cash or in the form of consideration previously used by
the Interested Shareholder to acquire the largest number of shares
of such class or series previously acquired by such Interested
Shareholder, and (B) certain other conditions have been
met.
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Exclusive
Forum Provision. Our Bylaws provide that,
unless we consent to the selection of an alternative forum, the
sole and exclusive forum for (i) any derivative action or
proceeding brought on our behalf, (ii) any action asserting a claim
of breach of a fiduciary duty owed to us or our shareholders by any
of our directors, officers or other employees or agents, (iii) any
action asserting a claim against us or any of our directors or
officers or other employees or agents arising pursuant to any
provision of the DGCL or our Certificate of Incorporation or
Bylaws, or (iv) any action asserting a claim against us or any of
our directors or officers or other employees or agents governed by
the internal affairs doctrine, shall be the Court of Chancery of
the State of Delaware (or, if the Court of Chancery does not have
jurisdiction, another court of the State of Delaware or, if no
court of the State of Delaware has jurisdiction, the federal
district court for the District of Delaware), in all cases subject
to the court having personal jurisdiction over the indispensable
parties named as defendants.
Business
Combination Statute
We are a Delaware
corporation and consequently are also subject to certain
anti-takeover provisions of the DGCL. Subject to certain
exceptions, Section 203 of the DGCL prevents a publicly held
Delaware corporation from engaging in a “business combination” with
any “interested stockholder” for three years following the date
that the person became an interested stockholder, unless the
interested stockholder attained such status with the approval of
the corporation’s board of directors or unless the business
combination is approved in a prescribed manner. A “business
combination,” in reference to Kemper, includes, among other things,
a merger or consolidation of Kemper or one of its subsidiaries and
an interested stockholder or the sale by Kemper or any of its
subsidiaries to an interested stockholder of assets having an
aggregate market value equal to 10% or more of either the aggregate
market value of Kemper’s consolidated assets or the aggregate
market value of Kemper’s outstanding stock. In general, in relation
to Kemper, an “interested stockholder” is any person that is the
owner of 15% or more of Kemper’s outstanding voting stock and the
affiliates and associates of such person. Section 203 makes it more
difficult for an interested stockholder to effect various business
combinations with a corporation for a three-year period. This
statute could prohibit or delay mergers or other takeover or change
in control attempts not approved in advance by our Board of
Directors, and as a result could discourage attempts to acquire
Kemper, which could depress the market price of our common
stock.
Change in
Control Requirements Under Insurance Laws
State insurance
laws impose requirements that must be met prior to a change of
control of an insurance company or insurance holding company based
on the insurer’s state of domicile and, in some cases, additional
states in which it is deemed commercially domiciled due to the
substantial amount of business it conducts therein. These
requirements may include the advance filing of specific information
with the state insurance regulators, a public hearing on the
matter, and the review and approval of the change of control by
such regulators. Kemper has insurance subsidiaries domiciled or
deemed commercially domiciled in Alabama, California, Florida,
Georgia, Illinois, Indiana, Louisiana, Missouri, New York, Ohio,
Oregon, Texas and Wisconsin. In these states, except Alabama,
“control” generally is presumed to exist through the direct or
indirect ownership of 10% or more of the voting securities of an
insurance company. Control is presumed to exist in Alabama with a
5% or more ownership interest in such securities. Any purchase of
Kemper’s shares that would result in the purchaser owning Kemper’s
voting securities in the foregoing percentages for the states
indicated would be presumed to result in the acquisition of control
of Kemper’s insurance subsidiaries in those states. Therefore,
acquisitions subject to the 10% threshold generally would require
the prior approval of insurance regulators in each state in which
the Company’s insurance subsidiaries are domiciled or deemed
commercially domiciled, including those in Alabama, while
acquisitions subject to the 5% threshold generally would require
the prior approval of only Alabama regulators. Similarly, several
of the states in which the Company’s insurance subsidiaries are
domiciled have enacted legislation that requires either the
divesting and/or acquiring company to notify regulators of, and in
some cases to receive regulatory approval for, a change in
control.
Many state
statutes also require pre-acquisition notification to state
insurance regulators of a change of control of an insurance company
licensed in the state if specific market concentration thresholds
would be triggered by the acquisition. Such statutes authorize the
issuance of a cease and desist order with respect to the insurance
company if certain conditions, such as undue market concentration,
would result from the acquisition.
These regulatory
requirements may deter, delay or prevent transactions affecting
control of Kemper or its insurance subsidiaries, or the ownership
of Kemper’s voting securities, including transactions that could be
advantageous to Kemper’s shareholders.
DESCRIPTION
OF DEPOSITARY SHARES
We may issue
depositary shares, each representing a fraction of a share of a
particular series of preferred stock. The shares of any series of
preferred stock represented by depositary shares will be deposited
under a deposit agreement among us, a depositary selected by us and
the holders of the depositary receipts. Subject to the terms of the
deposit agreement, each owner of a depositary share will be
entitled, in proportion to the applicable fraction of a share of
preferred stock represented by such depositary share, to all the
rights and preferences of the shares of preferred stock represented
by the depositary share, including dividend, voting, redemption and
liquidation rights. The depositary shares will be evidenced by
depositary receipts issued pursuant to the deposit agreement.
Depositary receipts will be distributed to those persons purchasing
the fractional shares of the related series of preferred stock in
accordance with the terms of the offering described in the
applicable prospectus supplement.
The terms of any
depositary shares being offered will be described in the applicable
prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
We may offer debt
securities in one or more series which may be senior or
subordinated and which may be convertible into another security.
This section describes certain general terms of the debt
securities. The particular terms of the debt securities offered by
any prospectus supplement and the extent, if any, to which these
general terms may apply to the debt securities, will be described
in the applicable prospectus supplement. The debt securities will
be issued under the indenture to be entered into between us and
U.S. Bank National Association, as trustee. The indenture has been
filed as an exhibit to the registration statement of which this
prospectus forms a part. The terms
of the debt
securities will include those set forth in the indenture and the
applicable supplemental indenture, if any, and those made a part of
the indenture and any applicable supplemental indenture by the
Trust Indenture Act of 1939, as amended (the “TIA”). You should
read the summary below, the applicable prospectus supplement and
the provisions of the indenture and the applicable supplemental
indenture, if any, in their entirety before investing in our debt
securities.
The aggregate
principal amount of debt securities that may be issued under the
indenture is unlimited. The prospectus supplement relating to any
series of debt securities that we may offer will describe the terms
of such debt securities. These terms may include the
following:
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the title and
aggregate principal amount of such debt securities and any limit on
the aggregate principal amount;
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whether such debt
securities will be senior, subordinated or junior
subordinated;
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any applicable
subordination provisions;
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the maturity
date(s) or method for determining same;
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the interest
rate(s) or the method for determining same;
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the dates on
which interest will accrue or the method for determining dates on
which interest will accrue and dates on which interest will be
payable and whether interest shall be payable in cash or additional
securities;
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whether such debt
securities are convertible or exchangeable into other securities
and any related terms and conditions;
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redemption or
early repayment provisions;
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authorized
denominations, if other than denominations of $2,000 and integral
multiples of $1,000 in excess thereof;
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if other than the
principal amount, the principal amount of such debt securities
payable upon acceleration;
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place(s) where
payment of principal and interest may be made, where such debt
securities may be presented and where notices or demands upon us
may be made;
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whether such debt
securities will be issued in whole or in part in the form of one or
more global securities and the date as of which the securities are
dated if other than the date of original issuance;
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amount of
discount or premium, if any, with which such debt securities will
be issued;
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any covenants
applicable to such debt securities;
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any additions or
changes in the defaults and events of default applicable to such
debt securities;
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the guarantors,
if any, of such debt securities and the terms of the guarantors’
guarantees, if any, of such debt securities (including provisions
relating to seniority, subordination and release of the
guarantees);
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the currency,
currencies or currency units in which the purchase price for, the
principal of and any premium and any interest on, such debt
securities will be payable;
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the time period
within which, the manner in which and the terms and conditions upon
which the holders of such debt securities or we can select the
payment currency;
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our obligation or
right to redeem, purchase or repay such debt securities under a
sinking fund, amortization or analogous provision;
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any restriction
or conditions on the transferability of such debt
securities;
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whether such debt
securities will be secured or unsecured and, if such debt
securities are to be secured, the terms on which such debt
securities will be so secured;
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provisions
granting special rights to holders of such debt securities upon
occurrence of specified events;
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additions or
changes relating to compensation or reimbursement of the trustee of
the series of debt securities;
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additions or
changes to the provisions for the defeasance of such debt
securities or to provisions related to satisfaction and discharge
of the indenture;
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provisions
relating to the modification of the indenture both with and without
the consent of holders of debt securities issued under the
indenture and the execution of supplemental indentures for such
series; and
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any other terms
of such debt securities (which terms shall not be inconsistent with
the provisions of the TIA, but may modify, amend, supplement or
delete any of the terms of the indenture with respect to such
series of debt securities).
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General
We may sell the
debt securities, including original issue discount securities, at
par or at a substantial discount below their stated principal
amount. Unless we inform you otherwise in a prospectus supplement,
we may issue additional debt securities of a particular series
without the consent of the holders of the debt securities of such
series or any other series outstanding at the time of issuance. Any
such additional debt securities, together with all other
outstanding debt securities of that series, will constitute a
single series of securities under the indenture.
We will describe
in the applicable prospectus supplement any other special
considerations for any debt securities we sell which are
denominated in a currency or currency unit other than U.S. dollars.
In addition, debt securities may be issued where the amount of
principal and/or interest payable is determined by reference to one
or more currency exchange rates, commodity prices, equity indices
or other factors. Holders of such securities may receive a
principal amount or a payment of interest that is greater than or
less than the amount of principal or interest otherwise payable on
such dates, depending upon the value of the applicable currencies,
commodities, equity indices or other factors. Information as to the
methods for determining the amount of principal or interest, if
any, payable on any date, the currencies, commodities, equity
indices or other factors to which the amount payable on such date
is linked.
United States
federal income tax consequences and special considerations, if any,
applicable to any such series will be described in the applicable
prospectus supplement. Unless we inform you otherwise in the
applicable prospectus supplement, the debt securities will not be
listed on any securities exchange.
We expect most
debt securities to be issued in fully registered form without
coupons. Subject to the limitations provided in the indenture and
in the applicable prospectus supplement, debt securities that are
issued in registered form may be transferred or exchanged at the
designated corporate trust office of the trustee, without the
payment of any service charge, other than any tax or other
governmental charge payable in connection therewith.
Global
Securities
Unless we inform
you otherwise in the applicable prospectus supplement, the debt
securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with,
or on behalf of, a depositary identified in the applicable
prospectus supplement. Global securities will be issued in
registered form and in either temporary or definitive form. Unless
and until it is exchanged in whole or in part for the individual
debt securities, a global security may not be transferred except as
a whole by the depositary for such global security to a nominee of
such depositary or by a nominee of such depositary to such
depositary or another nominee of such depositary or by such
depositary or any such nominee to a successor of such depositary or
a nominee of such successor. The specific terms of the depositary
arrangement with respect to any debt securities of a series and the
rights of and limitations upon owners of beneficial interests in a
global security will be described in the applicable prospectus
supplement.
Governing
Law
The indenture and
the debt securities will be governed by and construed in accordance
with the law of the State of New York.
Concerning
the Trustee
We anticipate
appointing the trustee under the indenture as the paying agent,
conversion agent, registrar and custodian with regard to the debt
securities. The trustee and/or its affiliates may provide banking,
trust and other services to us in the ordinary course of their
respective businesses. U.S. Bank National Association serves as
trustee with respect to outstanding debt securities of one of our
subsidiaries and is a lender under our revolving credit
agreement.
There may be more
than one trustee under the indenture, each with respect to one or
more series of debt securities. If there are different trustees for
different series of debt securities, each trustee will be a trustee
of a trust under the indenture separate and apart from the trust
administered by any other trustee under the indenture. Except as
otherwise indicated in this prospectus or any prospectus
supplement, any action permitted to be taken by a trustee may be
taken by such trustee only with respect to the one or more series
of debt securities for which it is the trustee under the
indenture.
DESCRIPTION
OF WARRANTS
We may issue
warrants for the purchase of our debt securities, common stock or
preferred stock or securities of third parties or other rights,
including rights to receive payment in cash or securities based on
the value, rate or price of one or more specified commodities,
currencies, securities or indices, or any combination of the
foregoing. We may issue warrants independently or together with
other securities, and they may be attached to or separate from the
other securities. This section describes certain general terms and
provisions of the warrants. The applicable prospectus supplement
will describe the terms of any warrant agreement and the warrants
issuable thereunder and the extent, if any, to which these general
terms and provisions may apply to such warrants.
Each series of
warrants will be issued under a separate warrant agreement that we
will enter into with a bank or trust company, as warrant agent, as
detailed in the applicable prospectus supplement. The warrant agent
will act solely as our agent in connection with the warrants and
will not assume any obligation, or agency or trust relationship,
with holders of the warrants. We will file a copy of the warrant
and warrant agreement with the SEC each time we issue a series of
warrants, and these warrants and warrant agreements will be
incorporated by reference into the registration statement of which
this prospectus is a part. A holder of our warrants should refer to
the provisions of the applicable warrant agreement and warrant and
the applicable prospectus supplement for more specific
information.
The prospectus
supplement relating to a particular issue of warrants will describe
the terms of those warrants, including, when
applicable:
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the currency or
currencies, including composite currencies, in which the price of
the warrants may be payable;
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the number of
warrants offered;
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the securities
underlying the warrants, including the securities of third parties
or other rights, if any, to receive payment in cash or securities
based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination
of the foregoing, purchasable upon exercise of the
warrants;
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the exercise
price and the amount of securities you will receive upon
exercise;
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the procedure for
exercise of the warrants and the circumstances, if any, that will
cause the warrants to be automatically exercised;
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the rights, if
any, we have to redeem the warrants;
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the date on which
the right to exercise the warrants will commence and the date on
which the warrants will expire;
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the designation
and terms of the securities with which the warrants are issued and
the number of warrants issued with each such security;
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the date on and
after which the warrants and the related securities will be
separately transferable;
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U.S. federal
income tax consequences;
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the name of the
warrant agent; and
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any other
material terms of the warrants.
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After a warrant
expires, it will become void. All warrants will be issued in
registered form. The prospectus supplement may provide for the
adjustment of the exercise price of the warrants.
Warrants may be
exercised at the appropriate office of the warrant agent or any
other office indicated in the applicable prospectus supplement.
Before the exercise of warrants, holders will not have any of the
rights of holders of the securities purchasable upon exercise and
will not be entitled to payments made to holders of those
securities.
The applicable
warrant agreement may be amended or supplemented without the
consent of the holders of the warrants to which it applies to
effect changes that are not inconsistent with the provisions of the
warrants and that do not materially and adversely affect the
interests of the holders of the warrants. However, any amendment
that materially and adversely alters the rights of the holders of
warrants will not be effective unless the holders of at least a
majority of the applicable warrants then outstanding approve the
amendment. Every holder of an outstanding warrant at the time any
amendment becomes effective, by continuing to hold the warrant,
will be bound by the applicable warrant agreement as amended. The
prospectus supplement applicable to a particular series of warrants
may provide that certain provisions of the warrants, including the
securities for which they may be exercisable, the exercise price
and the expiration date, may not be altered without the consent of
the holder of each warrant.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
We may issue
subscription rights to purchase shares of our common stock, shares
of our preferred stock or our debt securities. We may issue
subscription rights independently or together with any other
offered security, which may or may not be transferable by the
stockholder. In connection with any offering of subscription
rights, we may enter into a standby arrangement with one or more
underwriters or other purchasers pursuant to which the underwriters
or other purchasers may be required to purchase any securities
remaining unsubscribed for after such offering.
The terms of any
subscription rights being offered will be described in a prospectus
supplement. Those terms may include the following:
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the price, if
any, for the subscription rights;
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the number and
terms of each share of common stock or preferred stock or debt
securities which may be purchased per each subscription
right;
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the exercise
price payable for each share of common stock or preferred stock or
debt securities upon the exercise of the subscription
rights;
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the extent to
which the subscription rights are transferable;
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any provisions
for adjustment of the number or amount of securities receivable
upon exercise of the subscription rights or the exercise price of
the subscription rights;
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any other terms
of the subscription rights, including the terms, procedures and
limitations relating to the exchange and exercise of the
subscription rights;
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the date on which
the right to exercise the subscription rights shall commence, and
the date on which the subscription rights shall
expire;
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the extent to
which the subscription rights may include an over-subscription
privilege with respect to unsubscribed securities; and
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if applicable,
the material terms of any standby underwriting or purchase
arrangement entered into by us in connection with the offering of
subscription rights.
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DESCRIPTION
OF PURCHASE CONTRACTS AND PURCHASE UNITS
We may issue
purchase contracts, including contracts obligating holders to
purchase from us, and obligating us to sell to the holders, a
specified number of shares of our common stock, shares of our
preferred stock or our debt securities at a future date or dates.
The price of the securities and the number of securities may be
fixed at the time the purchase contracts are issued or may be
determined by reference to a specific formula set forth in the
purchase contracts and may be subject to adjustment under
anti-dilution formulas. The purchase contracts may be issued
separately or as part of units, which we refer to in this
prospectus as purchase units, each consisting of a purchase
contract and our debt securities, shares of our preferred stock or
debt obligations of third parties, including U.S. Treasury
securities, or any combination of the foregoing, securing the
holder’s obligation to purchase the securities under the purchase
contract. The purchase contracts may require holders to secure
their obligations under the purchase contracts in a specified
manner. The purchase contracts also may require us to make periodic
payments to the holders of the purchase contracts or the purchase
units, as the case may be, or vice versa, and those payments may be
unsecured or pre-funded in whole or in part.
The terms of any
purchase contracts or purchase units being offered will be
described in a prospectus supplement.
PLAN OF
DISTRIBUTION
We may sell the
securities being offered hereby in one or more of the following
ways from time to time:
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to underwriters
for resale to purchasers;
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directly to
purchasers; or
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through agents or
dealers to purchasers.
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In addition,
Kemper may enter into derivative or hedging transactions with third
parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. In connection with
such a transaction, the third parties may sell securities covered
by and pursuant to this prospectus and an applicable prospectus
supplement. If so, the third parties may use securities borrowed
from us or others to settle such sales and may use securities
received from us to close out any related short positions. We may
also loan or pledge securities covered by this prospectus and an
applicable prospectus supplement to third parties, who may sell the
loaned securities or, in an event of default in the case of a
pledge, sell the pledged securities pursuant to this prospectus and
the applicable prospectus supplement.
We will identify
the specific plan of distribution, including any underwriters,
dealers, agents or direct purchasers and their compensation, in a
prospectus supplement.
LEGAL
MATTERS
In connection
with particular offerings of securities, unless otherwise stated in
the applicable prospectus supplement, the validity of those
securities will be passed upon for us by Skadden, Arps, Slate,
Meagher & Flom LLP, Chicago, Illinois. Any underwriters will
also be advised about legal matters by their own counsel, which
will be named in the prospectus supplement.
EXPERTS
The consolidated
financial statements and the related financial statement schedules,
incorporated in this prospectus by reference from Kemper’s Annual
Report on Form 10-K for the year ended December 31, 2019, and the
effectiveness of Kemper’s internal control over financial reporting
have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report which
is incorporated herein by reference. Such financial statements and
financial statement schedules have been so incorporated in reliance
upon the report of such firm given upon their authority as experts
in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We have filed
with the SEC a registration statement on Form S-3 under the
Securities Act relating to the securities covered by this
prospectus. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits filed as
part of the registration statement. For further information with
respect to us and the securities being offered, we refer you to the
registration statement and the exhibits filed as a part of the
registration statement. Statements contained in the prospectus
concerning the contents of any contract or any other document are
not necessarily complete. If a contract or document has been filed
as an exhibit to the registration statement or otherwise filed with
the SEC, we refer you to the copy of the contract or document that
has been filed.
Each statement in
this prospectus relating to a contract or document is qualified in
all respects by reference to the contract or document to which it
refers. In addition, we file annual, quarterly and periodic
reports, proxy statements and other information with the SEC. The
public may read and copy any materials we file with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site at http://www.sec.gov
that contains
reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. Our SEC
filings are accessible through the Internet at that website. Our
reports on Forms 10-K, 10-Q and 8-K, and amendments to those
reports, are also available for download, free of charge, as soon
as reasonably practicable after these reports are filed with the
SEC, at our website at kemper.com.
The content of our website is not incorporated by reference in this
prospectus, and you should not consider it a part of this
prospectus.
The SEC allows us
to “incorporate by reference” the information we file with them,
which means that (i) we can disclose important information to you
by referring you to such information in documents we have filed
with the SEC and (ii) such information is considered part of this
prospectus. The following documents (File No. 001-18298, except as
indicated otherwise) are incorporated by reference into this
prospectus (other than, in each case, documents or information
deemed furnished and not filed in accordance with the SEC rules,
including pursuant to Item 2.02 or Item 7.01 on Form 8-K, and no
such information shall be deemed specifically incorporated by
reference herein or in any accompanying prospectus
supplement):
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our Current
Report on
Form
8-K filed with the SEC on
February 11, 2020; and
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In addition, all
documents subsequently filed by us pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of
the offering (other than documents or information deemed to have
been furnished and not filed in accordance with SEC rules,
including pursuant to Item 2.02 or Item 7.01 on Form 8-K, and no
such information shall be deemed specifically incorporated by
reference herein or in any accompanying prospectus supplement)
shall be deemed to be incorporated by reference into this
prospectus. The most recent information that we file with the SEC
automatically updates and supersedes older information. The
information contained in any such filing will be deemed to be a
part of this prospectus, commencing on the date on which the
document is filed. Nothing in this prospectus shall be deemed to
incorporate by reference information furnished to, but not filed
with, the SEC.
We will provide
to each person, including any beneficial owner, to whom this
prospectus is delivered a copy of any or all of the information
that we have incorporated by reference into this prospectus but not
delivered with this prospectus, at no cost to the requestor. To
receive a free copy of any of the documents incorporated by
reference into this prospectus, other than exhibits, unless they
are specifically incorporated by reference into those documents,
call or write:
Kemper
Corporation
200 E. Randolph Street
Suite 3300
Chicago, Illinois 60601
Attention: Investor Relations
Tel: 312.661.4930
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution.
The following
table sets forth estimated expenses relating to the issuance and
distribution of the securities being registered, other than
underwriting discounts and commissions, to be paid by the
registrant.
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Amount To Be
Paid
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SEC registration
fee
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$ *
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Trustee and transfer agent
fees
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Legal fees and
expenses
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**
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Accounting fees and
expenses
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**
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Rating agency and listing
fees
|
**
|
|
Printing and engraving fees
and expenses
|
**
|
|
Miscellaneous
|
**
|
|
Total
|
$ **
|
|
|
|
*
|
To be deferred
pursuant to Rule 456(b) under the Securities Act and calculated in
connection with an offering of securities under this registration
statement pursuant to Rule 457(r) under the Securities
Act.
|
|
|
|
**
|
These fees cannot
be estimated at this time as they are calculated based on the
securities offered and the number of issuances. An estimate of the
aggregate expenses in connection with the sale and distribution of
the securities being offered will be included in the applicable
prospectus supplement.
|
Item 15.
Indemnification of Directors and Officers.
Under Section 145
of the General Corporation Law of the State of Delaware (the
“DGCL”), Kemper Corporation (the “Company”) may indemnify a
director or officer in connection with an action, suit or
proceeding (other than in connection with actions by or in the
right of the Company) against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of any criminal
action or proceeding, had no reasonable cause to believe such
person’s conduct was unlawful. In addition, under Section 145 of
the DGCL, the Company may indemnify a director or officer in
connection with an action or suit by or in the right of the Company
against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Company, except that the
Company may not so indemnify the director or officer if the
director or officer is adjudged to be liable to the Company, unless
a court determines that, despite such adjudication but in view of
all of the circumstances, the director or officer is entitled to
indemnification of such expenses which such court deems proper.
Under Section 145 of the DGCL, expenses (including attorneys’ fees)
incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or
proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person
is not entitled to be indemnified by
the Company as
authorized in Section 145 of the DGCL. In accordance with DGCL
Section 145, such expenses (including attorneys’ fees) incurred by
former directors and officers may be so paid upon such terms and
conditions, if any, as the Company deems appropriate.
The Company’s
Certificate of Incorporation and Bylaws provide for indemnification
of the directors and officers of the Company and for advancement of
expenses incurred by a director or officer in defending an action
to the fullest extent permitted by current Delaware law. The
Company’s Certificate of Incorporation and Bylaws eliminate the
personal liability of a director to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director,
but not with regard to a director’s liability for breach of duty of
loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, willful or
negligent violation of DGCL provisions regarding dividend payments
or stock purchase or redemption, or any transaction from which the
director derived an improper personal benefit.
Each of the
Company’s directors and executive officers is a party to an
indemnification agreement with the Company, as permitted by the
DGCL. These agreements provide that the Company will indemnify the
director or executive officers against all threatened, asserted,
pending or completed claims, investigations or inquiries in which
he or she is involved by reason of (among other things) being a
director or executive officer of the Company or another entity at
the Company’s request to the fullest extent permitted by Delaware
law. These agreements also provide that the Company will advance
any and all expenses incurred by such director or executive officer
with respect to such claims, investigations or inquiries, if so
requested; however, the rights to indemnification and advancement
of expenses are subject to the condition that no determination is
made that such director or executive officer is not permitted to be
indemnified under applicable law. These agreements require written
consent of both parties to be amended.
The foregoing
statements are subject to the detailed provisions of the DGCL, the
Company’s Certificate of Incorporation and Bylaws, and the
indemnification agreements between the Company and its directors
and executive officers, the form of which was filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed February 11,
2020.
Item 16.
Exhibits.
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|
|
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Exhibit No
|
Document
|
|
1.1
|
Form of
underwriting agreement.*
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|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
Form of
certificate representing shares of Kemper Corporation preferred
stock.*
|
|
4.4
|
Form of debt
security.*
|
|
4.5
|
Form of deposit
agreement (including form of depositary receipt).*
|
|
4.6
|
Form of warrant
agreement (including form of warrant certificate).*
|
|
4.7
|
Form of
subscription rights agreement.*
|
|
4.8
|
Form of
subscription rights certificate.*
|
|
4.9
|
Form of purchase
contract agreement (including form of purchase contract and form of
purchase unit).*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
To be filed, if
necessary, after the effectiveness of this registration statement
as an exhibit to a post-effective amendment hereto or to be filed
with the SEC under the Securities Exchange Act of 1934, as amended,
and incorporated herein by reference.
|
Item 17.
Undertakings.
|
|
|
(a)
|
The undersigned
registrant hereby undertakes:
|
|
|
|
(1)
|
To file, during
any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the 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 the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided,
however,
that Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this
section do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration
statement.
|
|
|
(2)
|
That, for the
purpose of determining any liability under the Securities Act of
1933, 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.
|
|
|
|
(4)
|
That, for the
purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
|
|
|
(i)
|
Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement; and
|
|
|
|
(ii)
|
Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided
in
|
Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona
fide offering thereof.
Provided,
however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
|
|
|
(5)
|
That, for the
purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
|
The undersigned
registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
|
|
|
(i)
|
Any preliminary
prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule
424;
|
|
|
|
(ii)
|
Any free writing
prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
|
|
|
|
(iii)
|
The portion of
any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned
registrant; and
|
|
|
|
(iv)
|
Any other
communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
|
|
|
|
(b)
|
The undersigned
registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to
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.
|
|
|
|
(c)
|
Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in
|
connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 February 14,
2020.
KEMPER
CORPORATION
By: /s/
Joseph P. Lacher, Jr.
Name: Joseph P.
Lacher, Jr.
Title: President and
Chief Executive Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Joseph P. Lacher, Jr., President and Chief
Executive Officer, James J. McKinney, Executive Vice President and
Chief Financial Officer, and C. Thomas Evans, Jr., Executive Vice
President, Secretary and General Counsel, and each of them, as
attorneys-in-fact, for him or her and in his or her name, place and
stead, in any and all capacities, so long as such individual
remains an executive officer of the Company, to sign any and all
amendments (including post-effective amendments) to this
registration statement and to file the same, with all exhibits
thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the
capacities and on the dates indicated.
|
|
|
|
|
Signature
|
Title
|
Date
|
|
/s/ Robert J.
Joyce
|
Chairman of the Board and
Director
|
February 14,
2020
|
|
Robert J. Joyce
|
|
/s/ Joseph P. Lacher,
Jr.
|
President, Chief Executive
Officer and Director (Principal Executive Officer)
|
February 14,
2020
|
|
Joseph P. Lacher,
Jr.
|
|
/s/ James J.
McKinney
|
Executive Vice President and
Chief Financial Officer (Principal Financial Officer)
|
February 14,
2020
|
|
James J.
McKinney
|
|
/s/ Anastasios
Omiridis
|
Senior Vice President and
Deputy Chief Financial Officer (Principal Accounting
Officer)
|
February 14,
2020
|
|
Anastasios
Omiridis
|
|
/s/ Teresa
A.Canida
|
Director
|
February 14,
2020
|
|
Teresa A. Canida
|
|
/s/ George N.
Cochran
|
Director
|
February 14,
2020
|
|
George N.
Cochran
|
|
/s/ Kathleen M.
Cronin
|
Director
|
February 14,
2020
|
|
Kathleen M.
Cronin
|
|
/s/ Lacy M.
Johnson
|
Director
|
February 14,
2020
|
|
Lacy M. Johnson
|
|
/s/ Christopher B.
Sarofim
|
Director
|
February 14,
2020
|
|
Christopher B.
Sarofim
|
|
/s/ David P.
Storch
|
Director
|
February 14,
2020
|
|
David P. Storch
|
|
/s/ Susan D.
Whiting
|
Director
|
February 14,
2020
|
|
Susan D. Whiting
|
