0000950103-12-005892.txt : 20121105 0000950103-12-005892.hdr.sgml : 20121105 20121105172440 ACCESSION NUMBER: 0000950103-12-005892 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121105 DATE AS OF CHANGE: 20121105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JANUS CAPITAL GROUP INC CENTRAL INDEX KEY: 0001065865 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 431804048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60963 FILM NUMBER: 121181087 BUSINESS ADDRESS: STREET 1: 151 DETROIT ST CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 3033333863 MAIL ADDRESS: STREET 1: 151 DETROIT ST CITY: DENVER STATE: CO ZIP: 80206 FORMER COMPANY: FORMER CONFORMED NAME: STILWELL FINANCIAL INC DATE OF NAME CHANGE: 19990806 FORMER COMPANY: FORMER CONFORMED NAME: FAM HOLDINGS INC DATE OF NAME CHANGE: 19980710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAI ICHI LIFE INSURANCE CO., LTD. CENTRAL INDEX KEY: 0000948518 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13-1 YURAKUCHO 1 - CHOME CITY: TOKYO JAPAN 100 STATE: M0 ZIP: 00000 BUSINESS PHONE: 01191332161211 MAIL ADDRESS: STREET 1: 13-1 YURAKUCHO 1 - CHOME CITY: TOKYO JAPAN 100 STATE: M0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: DAI ICHI MUTUAL LIFE INSURANCE CO DATE OF NAME CHANGE: 19950725 SC 13D/A 1 dp34041_sc13da6.htm FORM SC 13D/A
     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
JANUS CAPITAL GROUP INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per Share
(Title of Class of Securities)
 
47102X105
(CUSIP Number)
 
Taku Murakawa
General Manager, Investment Administration Department
The Dai-ichi Life Insurance Company, Limited
13-1, Yurakucho 1-Chome,
Chiyoda-ku, Tokyo, 100-8411 Japan
+81-50-3780-4384
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
November 2, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
CUSIP No.
 
 
 
47102X105
 
1.
Name of Reporting Person:
 
The Dai-ichi Life Insurance Company, Limited
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions):
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization:
 
Tokyo, Japan
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power:
 
33,033,405*
8.
 
Shared Voting Power:
 
0
9.
 
Sole Dispositive Power:
 
33,033,405*
10.
 
Shared Dispositive Power:
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
33,033,405*
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
 
 
13.
Percent of Class Represented by Amount in Row (11):
 
16.4%**
14.
Type of Reporting Person (See Instructions):
 
OO
 
*
Represents 19,033,405 shares of outstanding common stock, par value $0.01 per share (the “Company Common Stock”), of Janus Capital Group Inc., a Delaware corporation (the “Company”) and 14,000,000 shares of Company Common Stock issuable upon the exercise of the conditional options granted pursuant to the Option Agreement, dated as of August 10, 2012, between The Dai-ichi Life Insurance Company, Limited  (the “Investor”) and the Company.
**
Based on 201,209,321 shares of Company Common Stock, which is the sum of (i) the 187,209,321 shares of Company Common Stock outstanding as of October 19, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended September 30, 2012, plus (ii) the 14,000,000 shares of Company Common Stock issuable pursuant to the Option Agreement.  The shares that may have been repurchased by the Company pursuant to its share repurchase program since October 19, 2012 were not taken into account because the Investor does not know the number of shares so repurchased.
  2
 
 
 
Item 1.  Security and Issuer
 
This Amendment No. 6 (this “Amendment No. 6”) amends the Schedule 13D that was filed on August 17, 2012 (as amended by Amendment No. 1 filed on August 29, 2012, Amendment No. 2 filed on September 18, 2012, Amendment No. 3 filed on September 25, 2012, Amendment No. 4 filed on October 1, 2012 and Amendment No. 5 filed on October 12, 2012, the “Schedule 13D”) by The Dai-ichi Life Insurance Company, Limited (the “Investor”), relating to the issued and outstanding shares of common stock, par value $0.01 per share (the “Company Common Stock”), of Janus Capital Group Inc., a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at 151 Detroit Street, Denver, Colorado 80206.  Beginning on the date this Amendment No. 6 is filed, all references in the Schedule 13D to the Schedule 13D shall be deemed to refer to the Schedule 13D as amended by this Amendment No. 6.  Only those items reported in this Amendment No. 6 are amended and all other items in the Schedule 13D remain unchanged.  Capitalized terms used in this Amendment No. 6 and not defined herein shall have the meanings given to such terms in the Schedule 13D.
 
Item 3.  Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and restated in its entirety to read as follows:
 
On August 10, 2012, the Investor and the Company entered into an option agreement (the “Option Agreement”) pursuant to which the Company granted to the Investor 20 conditional options, each to purchase 700,000 shares of Company Common Stock with an exercise price of $10.25 per share.  The aggregate consideration paid by the Investor to the Company for entering into the Option Agreement was $4,876,200, and the source of the funds used by the Investor to pay such consideration was working capital.  The information about the Option Agreement set forth in Item 4 to the Schedule 13D is incorporated by reference.  As of the date of Amendment No. 6, none of the conditional options granted to the Investor pursuant to the Option Agreement have been exercised.
 
Between August 10, 2012, and November 5, 2012, the Investor purchased 19,033,405 shares of Company Common Stock through open market purchases (including over-the-counter purchases) for an aggregate purchase price of $172,363,267.  The source of the funds used by the Investor to pay the purchase price for such shares was working capital.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety to read as follows:
 
(a)           Rows (7) through (11) and (13) of the cover page to Amendment No. 6 are hereby incorporated by reference.  For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 201,209,321, which is the sum of (i) the 187,209,321 shares of Company Common Stock outstanding as of October 19, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended September 30, 2012, plus (ii) the 14,000,000 shares issuable pursuant to the Option Agreement.  The shares that may have been repurchased by the Company pursuant to its share repurchase program since October 19, 2012 were not taken into account because the Investor does not know the number of shares so repurchased.  For the purpose of Rule 13d-3 promulgated under the Exchange Act, the Investor beneficially owns 33,033,405 shares of Company Common Stock, representing approximately 16.4% of the outstanding shares of Company Common Stock.
 
Of these shares, 14,000,000 represent shares that the Investor has a right to acquire upon exercise of the conditional options granted to the Investor pursuant to the Option Agreement.
 
(b)           The Investor has (or, in the case of the 14,000,000 shares of Company Common Stock that the Investor has a right to acquire upon the exercise of the conditional options granted to the Investor pursuant to the Option Agreement, will have upon the exercise of such options) the sole power to vote or direct the vote and to dispose or direct the disposition of all 33,033,405 shares of Company Common Stock beneficially owned by it.
 
(c)           Information concerning transactions in shares of Company Common Stock (not including the grant of the conditional options to the Investor pursuant to the Option Agreement) since June 18, 2012, is set forth on Schedule A to Amendment No. 6.  Additionally, on October 2, 2012, the Investor sold an over-the-counter put option giving the counterparty the right to sell 1,000,000 shares of Company Common Stock to the Investor on December 3, 2012 at an exercise price of $8.9585 per share.  Except as set forth on Schedule A and as described in Item 3 and this Item 5(c) of the Schedule 13D, neither the Investor nor, to its knowledge, any of its directors or executive officers has engaged in any transaction in shares of the Company Common Stock since June 18, 2012.
 
 
3
 
 
 
(d)           No other person is known by the Investor to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company’s securities beneficially owned by the Investor.
 
(e)           Not applicable.
 
 
4
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
   
The Dai-ichi Life Insurance Company, Limited
 
       
Date: November 5, 2012
  
 By:
 /s/ Taku Murakawa
   
 Name:
Taku Murakawa
   
 Title:
General Manager, Investment Administration Department

 
 
 
5
 
 
SCHEDULE A
 
 
TRANSACTIONS IN SHARES OF THE COMPANY SINCE JUNE 18, 2012 BY THE INVESTOR
 
All of the purchases of Company Common Stock set forth below were made by Investor.
 
 
Date of Transaction
  
 
Number of Shares Purchased
  
 
Nature of Purchase1
  
 
Price Per Share2
  
 
Range of Prices Per Share
  
 
Aggregate
Purchase Price
August 14, 2012
  
169,436
  
open market purchases
  
$8.4085
  
$8.3400 – $8.4600
  
$1,424,703
August 14, 2012
  
400,000
  
over-the-counter purchase
  
$8.4219
  
n/a
  
$3,368,760
August 15, 2012
  
65,861
  
open market purchases
  
$8.4549
  
$8.3700 – $8.4600
  
$556,848
August 16, 2012
  
108,234
  
open market purchases
  
$8.4434
  
$8.3800 – $8.4600
  
$913,863
August 17, 2012
  
9,100
  
open market purchases
  
$8.4577
  
$8.4500 – $8.4600
  
$76,965
August 21, 2012
  
300,000
  
open market purchases
  
$8.7754
  
$8.6800 – $8.8500
  
$2,632,620
August 22, 2012
  
345,038
  
open market purchases
  
$8.7990
  
$8.7300 – $8.8400
  
$3,035,989
August 23, 2012
  
297,710
  
open market purchases
  
$8.6778
  
$8.6100 – $8.8000
  
$2,583,468
August 24, 2012
  
207,114
  
open market purchases
  
$8.6254
  
$8.5300 – $8.6700
  
$1,786,441
August 27, 2012
  
222,543
  
open market purchases
  
$8.6128
  
$8.5200 – $8.7100
  
$1,916,718
August 27, 2012
  
428,815
  
over-the-counter purchase
  
$8.6100
  
n/a
  
$3,692,097
August 28, 2012
  
210,160
  
open market purchases
  
$8.6723
  
$8.5350 – $8,7500
  
$1,822,571
August 29, 2012
  
179,540
  
open market purchases
  
$8.7101
  
$8.6800 – $8.7500
  
$1,563,811
August 30, 2012
  
193,506
  
open market purchases
  
$8.5972
  
$8.5100 – $8.7000
  
$ 1,663,610
August 31, 2012
  
170,220
  
open market purchases
  
$8.7247
  
$8.6250 – $8.7800
  
$1,485,118
September 4, 2012
  
195,172
  
open market purchases
  
$8.7133
  
$8.6100 – $8.7900
  
$1,700,592
September 5, 2012
  
199,013
  
open market purchases
  
$8.6880
  
$8.6400 – $8.7700
  
$1,729,025
September 6, 2012
  
233,870
  
open market purchases
  
$8.8217
  
$8.7400 – $8.8400
  
$2,063,131
September 11, 2012
  
191,919
  
open market purchases
  
$9.0153
  
$8.9550 – $9.0800
  
$1,730,207
September 12, 2012
  
181,540
  
open market purchases
  
$9.0828
  
$9.0100 – $9.1300
  
$1,648,892
September 13, 2012
  
418,008
  
open market purchases
  
$9.1499
  
$8.9600 – $9.2200
  
$3,824,731
September 14, 2012
  
695,104
  
open market purchases
  
$9.3728
  
$9.2700 – $9.4500
  
$6,515,071
September 17, 2012
  
477,797
  
open market purchases
  
$9.2527
  
$9.1600 – $9.3900
  
$4,420,912
September 17, 2012
  
200,000
  
over-the-counter purchase
  
$9.2462
  
n/a
  
$1,849,240
September 18, 2012
  
308,269
  
open market purchases
  
$9.1760
  
$9.1300 – $9.2300
  
$2,828,676
 
1 All “open market purchases” were made on the New York Stock Exchange.
 
2 Approximate weighted average price per share in the case of “open market purchases”.  The Investor undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.
 
 
 
 
September 19, 2012
  
452,051
  
open market purchases
  
$9.2462
  
$9.1400 – $9.3000
  
$4,179,754
September 19, 2012
  
278,251
  
over-the-counter purchase
  
$9.2416
  
n/a
  
$2,571,484
September 20, 2012
  
324,750
  
open market purchases
  
$9.1587
  
$9.0700 – $9.2200
  
$2,974,288
September 21, 2012
  
481,901
  
open market purchases
  
$9.2972
  
$9.2250 – $9.4100
  
$4,480,330
September 21, 2012
  
375,000
  
over-the-counter purchase
  
$9.2905
  
n/a
  
$3,483,938
September 24, 2012
  
288,246
  
open market purchases
  
$9.2539
  
$9.1900 – $9.3300
  
$2,667,400
September 25, 2012
  
489,285
  
open market purchases
  
$9.1538
  
$9.0700 – $9.3300
  
$4,478,817
September 25, 2012
  
400,000
  
over-the-counter purchase
  
$9.1485
  
n/a
  
$3,659,400
September 26, 2012
  
320,144
  
open market purchases
  
$9.0955
  
$8.9750 – $9.1850
  
$2,911,870
September 27, 2012
  
546,599
  
open market purchases
  
$9.2690
  
$9.1200 – $9.3300
  
$5,066,426
September 27, 2012
  
250,000
  
over-the-counter purchase
  
$9.2500
  
n/a
  
$2,312,500
September 27, 2012
  
337,160
  
over-the-counter purchase
  
$9.3300
  
n/a
  
$3,145,703
September 28, 2012
  
717,607
  
open market purchases
  
$9.3480
  
$9.2000 – $9.4500
  
$6,708,190
September 28, 2012
  
100,000
  
over-the-counter purchase
  
$9.3300
  
n/a
  
$933,000
September 28, 2012
  
100,000
  
over-the-counter purchase
  
$9.3500
  
n/a
  
$935,000
September 28, 2012
  
100,000
  
over-the-counter purchase
  
$9.3700
  
n/a
  
$937,000

 
 
6
 
 
September 28, 2012
  
200,000
  
over-the-counter purchase
  
$9.3600
  
n/a
  
$1,872,000
September 28, 2012
  
197,300
  
over-the-counter purchase
  
$9.3700
  
n/a
  
$1,848,701
September 28, 2012
  
200,000
  
over-the-counter purchase
  
$9.4400
  
n/a
  
$1,888,000
October 1, 2012
  
483,412
  
open market purchases
  
$9.4021
  
$9.3000 – $9.5800
  
$4,545,088
October 1, 2012
  
50,000
  
over-the-counter purchase
  
$9.4100
  
n/a
  
$470,500
October 1, 2012
  
50,000
  
over-the-counter purchase
  
$9.4300
  
n/a
  
$471,500
October 1, 2012
  
100,000
  
over-the-counter purchase
  
$9.4500
  
n/a
  
$945,000
October 1, 2012
  
100,000
  
over-the-counter purchase
  
$9.4000
  
n/a
  
$940,000
October 1, 2012
  
100,000
  
over-the-counter purchase
  
$9.4200
  
n/a
  
$942,000
October 1, 2012
  
260,000
  
over-the-counter purchase
  
$9.4400
  
n/a
  
$2,454,400
October 1, 2012
  
200,000
  
over-the-counter purchase
  
$9.4800
  
n/a
  
$1,896,000
October 1, 2012
  
191,995
  
over-the-counter purchase
  
$9.4100
  
n/a
  
$1,806,673
October 3, 2012
  
238,976
  
open market purchases
  
$9.3335
  
$9.1600 – $9.4200
  
$2,230,482
October 4, 2012
  
258,924
  
open market purchases
  
$9.3656
  
$9.3200 – $9.4700
  
$2,424,979
October 5, 2012
  
392,709
  
open market purchases
  
$9.4283
  
$9.3075 – $9.5500
  
$3,702,578
October 8, 2012
  
365,573
  
open market purchases
  
$9.2370
  
$9.1700 – $9.3200
  
$3,376,798
October 9, 2012
  
458,103
  
open market purchases
  
$9.1958
  
$9.1200 – $9.3000
  
$4,212,624
October 10, 2012
  
143,495
  
open market purchases
  
$9.1134
  
$9.0800 – $9.1800
  
$1,307,727
October 11, 2012
  
211,063
  
open market purchases
  
$9.2116
  
$9.1600 – $9.2800
  
$1,944,228
October 12, 2012
  
327,033
  
open market purchases
  
$8.9047
  
$8.8000 – $9.1400
  
$2,912,131
October 15, 2012
  
596,129
  
open market purchases
  
$8.8858
  
$8.7600 – $8.9400
  
$5,297,083
October 16, 2012
  
203,871
  
open market purchases
  
$8.9817
  
$8.9500 – $9.0200
  
$1,831,108
October 31, 2012
  
435,069
  
open market purchases
  
$8.4512
  
$8.3400 – $8.5300
  
$3,676,855
November 1, 2012
  
501,049
  
open market purchases
  
$8.5850
  
$8.3200 – $8.6500
  
$4,301,506
November 2, 2012
  
534,840
  
open market purchases
  
$8.4955
  
$8.3700 – $8.6700
  
$4,543,733
November 5, 2012
  
264,901
  
open market purchases
  
$8.4651
  
$8.3900 – $8.5100
  
$2,242,413
 
 
7