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):
October 24, 2001
STILWELL FINANCIAL INC.
(Exact name of company as specified in its charter)
DELAWARE 001-15253 43-1804048
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
920 Main Street, 21st Floor, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code:
(816) 218 - 2400
Not Applicable
(Former name or former address if changed since last report)
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 News release issued by Stilwell Financial Inc.
dated October 24, 2001 concerning the
announcement of financial results for the three
and nine months ended September 30, 2001, is
attached hereto as Exhibit 99.1
99.2 News release issued by Stilwell Financial Inc.
dated November 1, 2001 reporting: i)
preliminary ending assets under management on
October 31, 2001; ii) preliminary average
assets under management for the month ended
October 31, 2001; and iii) preliminary average
assets under management for the ten months
ended October 31, 2001, is attached hereto as
Exhibit 99.2
Item 9. Regulation FD Disclosure
Stilwell is furnishing under Item 9 of this Current Report on Form 8-K the
information included as Exhibit 99.1 to this report. Exhibit 99.1 is the
Stilwell news release, dated October 24, 2001, reporting the financial results
for the three and nine months ended September 30, 2001.
Additionally, Stilwell has adjusted the financial information in the news
release dated October 24, 2001 included as Exhibit 99.1 to reflect the following
items:
1. A reclassification within the operating expenses component of the
Statements of Income for the three and nine months ended September 30,
2001. Total operating expenses of $230.2 and $778.7 million for the three
and nine months ended September 30, 2001, respectively, do not change. The
composition of the totals, however, should be adjusted as follows:
Three months ended September 30, 2001 Nine months Ended September 30, 2001
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As Reported After Reclassification As Reported After Reclassification
Compensation $ 69.8 $ 78.0 $ 249.6 $ 257.8
Marketing and promotion 22.4 22.4 72.4 72.4
Third party concession fees 53.4 53.4 181.1 181.1
Depreciation and amortization 35.0 35.0 92.0 92.0
Professional services 9.9 9.9 34.7 34.7
Other 39.7 31.5 108.6 100.4
Severance, facility closing
and other costs - - 40.3 40.3
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Total $230.2 $230.2 $ 778.7 $ 778.7
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2. A reclassification to its Consolidated Balance Sheet as of September 30,
2001 to present $692.9 million of indebtedness as a current liability. The
indebtedness relates to the Company's zero-coupon convertible securities
("securities") that include a provision allowing the holders of the
securities to put the securities to the Company on April 30, 2002. These
amounts had been reflected as long-term obligations.
Stilwell is furnishing under Item 9 of this Current Report on Form 8-K the
information included as Exhibit 99.2 to this report. Exhibit 99.2 is the
Stilwell news release, dated November 1, 2001, reporting preliminary ending
assets under management as of October 31, 2001 and preliminary average assets
under management for the month and ten months ended October 31, 2001.
The information in this Current Report on Form 8-K, including the exhibits, is
furnished pursuant to Item 9 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section.
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.
Stilwell Financial Inc.
Date: November 2, 2001 By: /s/ Douglas E. Nickerson
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Douglas E. Nickerson
Vice President, Controller and Treasurer
(Principal Accounting Officer)