UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
March 16, 2004
Janus Capital Group Inc.
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 001-15253 | | 43-1804048 |
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(State or other jurisdiction
of incorporation) | | (Commission file
number) | | (IRS Employer
Identification Number) |
151 DETROIT STREET
DENVER, COLORADO 80206
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(303) 691-3905
Not Applicable
(Former name or former address if changed since last report)
TABLE OF CONTENTS
Item 5. Other Events and Required FD Disclosure.
On March 16, 2004, Janus Capital Group Inc. issued a press release announcing its offers to exchange any and all of its $400,000,000 in outstanding 7.00% Senior Notes due 2006 and $200,000,000 in outstanding 7.75% Notes due 2009 for new Senior Notes due 2014 (the “New Notes”).
Following the completion of the exchange, Janus and/or its wholly owned subsidiary Capital Group Partners, Inc. are currently expected to purchase up to $465 million of the New Notes for cash. The exchange offers will expire at 5:00 p.m. EST on April 14, 2004, unless extended. In the event the exchange offer is not extended, any such purchase is expected to occur on May 19, 2004. Based on the minimum exchange participation level of $435 million, upon completion of the exchange offers, and assuming exercise of the right to repurchase New Notes at the purchase limit, Janus anticipates that it will report a second quarter non-operating after-tax charge of approximately $34.0 million related to the transaction. This charge is primarily related to the difference between the current market value of the bonds and the net book value of the bonds. The charge may vary based on a number of factors including the final pricing of the exchange and the level of exchange participation.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7(c). Exhibits.
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Exhibit No.
| | Exhibit Description
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| 99.1* | | Press release announcing the offers to exchange |
Forward Looking Statements Warning
This Current Report includes statements concerning potential future events and expectations involving Janus Capital Group Inc. and Capital Group Partners, Inc. that could differ materially from the events that actually occur. The differences could be caused by a number of factors, including those factors identified in Janus’ Annual Report onForm 10-K for the year ended December 31, 2003, on file with the Securities and Exchange Commission (Commission file no. 001-15253), as well as risks related to the ongoing investigations, regulatory actions and civil law suits affecting the mutual fund industry generally. Forward-looking statements speak only as of the date that they are made, and Janus does not undertake any obligation to update any forward-looking statements.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Janus Capital Group Inc. |
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| Date: March 16, 2004 | | By: | | /s/ Loren M. Starr |
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| | | | Loren M. Starr
Senior Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No.
| | Document
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| 99.1 | | Janus Capital Group Inc. press release announcing its offers to exchange any and all of its $400,000,000 in outstanding 7.00% Senior Notes due 2006 and $200,000,000 in outstanding 7.75% Notes due 2009 for new Senior Notes due 2014 (the “New Notes”). |
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