EXHIBIT 99.3
STILWELL
FINANCIAL INC.
Contact: Landon H. Rowland (816-218-2416)
920 Main Street, 21st Floor
Kansas City, Missouri 64105
NYSE Symbol: SV
Release No. 2001-13
April 25, 2001
For Immediate Release
{News Release}
STILWELL FINANCIAL INC. TO
RECEIVE APPROXIMATELY $600 MILLION IN CONVERTIBLE DEBT
OFFERING
(Page 13)
Kansas City, Missouri
Stilwell Financial Inc. ("Stilwell" or the "Company") today announced that
it has entered into a purchase agreement for the sale of $810 million principal
amount at maturity of zero-coupon convertible senior notes due 2031
("convertible securities"). The convertible securities are being offered only to
qualified institutional buyers at an initial offering price of $741.37 per
$1,000 principal amount at maturity, resulting in gross proceeds to Stilwell of
approximately $600 million. The issue price represents a yield to maturity of 1%
per year. The initial purchaser will also have a 30-day option to purchase up to
an additional $121.5 million principal amount at maturity of the convertible
securities to cover over-allotments which would provide Stilwell an additional
$90 million in gross proceeds.
Each $1,000 principal amount at maturity of the convertible securities will
initially be convertible into 17.1544 shares of common stock upon the occurrence
of any of the following events: i) if the closing prices of Stilwell's shares of
common stock on the New York Stock Exchange exceed specified levels; ii) if,
after the date on which the convertible securities have been assigned a credit
rating, the credit rating assigned is below a specified level; iii) if Stilwell
redeems the convertible securities; or iv) in the event that Stilwell takes
certain corporate actions, such as declaration of an extraordinary dividend.
Stilwell may redeem the convertible securities for cash on or after April 30,
2006 at their accreted value. Stilwell may be required to repurchase the
convertible securities at the accreted value thereof, at the option of the
holders on April 30th of 2002, 2004, 2006, 2011, 2016, 2021 and 2026. Stilwell
may choose to pay the purchase price for such repurchases in cash or shares of
Stilwell common stock. Stilwell will use the proceeds of the offering, together
with available cash, to purchase 600,000 shares of common stock of Janus Capital
Corporation that are being sold to Stilwell by Mr. Thomas H. Bailey.
This notice does not constitute an offer to sell or the solicitation of an
offer to buy securities. The offering is being made only to qualified
institutional buyers. The convertible securities and shares of common stock
issuable upon conversion of the convertible securities have not been registered
under the United States or state securities laws and may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements.
* * * * * * * * * *
This press release includes statements concerning potential future events
involving the Company, which could materially differ from the events that
actually occur. The differences could be caused by a number of factors including
those factors identified in Stilwell's Registration Statement on Form 10 dated
June 15, 2000 and Stilwell's Annual Report on Form 10-K for the year ended
December 31, 2000, both on file with the Securities and Exchange Commission
(Commission file no. 001-15253). The Company will not update any forward-looking
statements in this press release to reflect future events or developments.
............. The End