-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ghSb9HMDWvMM+lgP0DyeuLDUgjdsWqSVt8+2ZN97mbtBIrS6o678SKEah/ZfqOGw USBdyOrrtvpvTzdvcocgPw== 0000812295-94-000025.txt : 19940215 0000812295-94-000025.hdr.sgml : 19940215 ACCESSION NUMBER: 0000812295-94-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENGELHARD CORP CENTRAL INDEX KEY: 0000352947 STANDARD INDUSTRIAL CLASSIFICATION: 3330 IRS NUMBER: 221586002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 34 SEC FILE NUMBER: 005-32585 FILM NUMBER: 94506770 BUSINESS ADDRESS: STREET 1: 101 WOOD AVENUE CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9082056000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANUS CAPITAL CORP CENTRAL INDEX KEY: 0000812295 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 FILLMORE STREET SUITE 300 CITY: DENVER STATE: CO ZIP: 80206-4923 BUSINESS PHONE: 303-333-38 MAIL ADDRESS: STREET 1: 100 FILLMORE STREET SUITE 300 CITY: DENVER STATE: CO ZIP: 80206-4923 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.:1* Name of Issuer: Engelhard Corporation Title of Class of Securities: Common Stock CUSIP Number: 29284510-4 Check the following line if a fee is being paid with this statement ___. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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.: 29284510-4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Capital Corporation EIN #84-0765359 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 5,411,273 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 5,411,273 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,411,273 ** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% 12. TYPE OF REPORTING PERSON IA, CO ** See Item 4 of this filing CUSIP No.: 29284510-4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kansas City Southern Industries, Inc. EIN #44-0663509 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,411,273 ** Excludes shares that may be beneficially owned by Janus Capital corporation as to which beneficial ownership is disclaimed. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) -0- 12. TYPE OF REPORTING PERSON HC, CO ** See Item 4 of this filing CUSIP No.: 29284510-4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Bailey SS ####-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 5,411,273 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 5,411,273 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,411,273 ** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% 12. TYPE OF REPORTING PERSON IN ** See Item 4 of this filing CUSIP No.: 29284510-4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Fund EIN #84-0592523 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 5,269,043 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 5,269,043 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,269,043 ** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% 12. TYPE OF REPORTING PERSON IV ** See Item 4 of this filing Item 1. (a). Name of Issuer: Engelhard Corporation ("Engelhard") (b). Address of Issuer's Principal Executive Offices: 101 Wood Avenue Iselin, NJ 08830-0770 Item 2. (a).(b). Name and Principal Business Address of Persons Filing: (1) Janus Capital Corporation ("Janus Capital") 100 Fillmore Street, Suite 300 Denver, Colorado 80206-4923 (2) Kansas City Southern Industries, Inc. ("KCSI") 114 West 11th Street Kansas City, Missouri 64105 (3) Thomas H. Bailey ("Mr. Bailey") 100 Fillmore Street, Suite 300 Denver, Colorado 80206-4923 (4) Janus Fund 100 Fillmore Street, Suite 300 Denver, CO 80206-4923 (c). Citizenship: Janus Capital - Colorado KCSI - Delaware Mr. Bailey - USA Janus Fund - Massachusetts (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 29284510-4 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a). Broker or Dealer registered under Section 15 of the Act (b). Bank as defined in Section 3(a)(6) of the Act (c). Insurance Company as defined in Section 3(a)(19) of the Act (d). X Investment Company registered under Section 8 of the Investment Company Act (e). X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f). Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(ii)(F) (g). X Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h). Group, in accordance with Section 240.13(d)-1(b)(1)(ii)(H) KCSI owns approximately 81% and Mr. Bailey owns approximately 17.6% of Janus Capital (which is a registered investment adviser). KCSI is filing this joint statement solely as a result of such stock ownership which may be deemed to give it the ability to exert control over Janus Capital. In addition to being a stockholder of Janus Capital, Mr. Bailey serves as President and Chairman of the Board of Janus Capital and is filing this joint statement with Janus Capital as a result of such stock ownership and positions which may be deemed to enable him to exercise control over Janus Capital. Janus Fund is an investment company registered under the Investment Company Act of 1940 (the "1940 Act") to which Janus Capital provides investment advice. Item 4. Ownership (a). Amount Beneficially Owned: KCSI and Mr. Bailey do not own of record any shares of Engelhard Common Stock, they have not engaged in any transaction in Engelhard Common Stock, and they do not exercise any voting or investment power over shares of Engelhard Common Stock. However, Mr. Bailey may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that Janus Capital may have with respect to Engelhard Common Stock held by Janus Capital's mutual fund clients, as a result of his position as Chairman of the Board and President of Janus Capital. All shares reported herein have been acquired by such clients, and KCSI and Mr. Bailey specifically disclaim beneficial ownership over any shares of Engelhard Common Stock that they or Janus Capital may be deemed to beneficially own. Janus Capital is a registered investment adviser which furnishes investment advice to Janus Investment Fund ("JIF"), series of which include Janus Fund and Janus Venture Fund (the "Janus Funds"). JIF is an open-end management investment company registered under the 1940 Act. As a result of its role as investment adviser to the Janus Funds, Janus Capital may be deemed to be the beneficial owner of the shares of Engelhard Common Stock held by such funds. In addition, due to his position as Chairman of the Board and President of Janus Capital, Mr. Bailey may be deemed to share beneficial ownership over such shares of Engelhard Common Stock. However, Janus Capital and Mr. Bailey disclaim such ownership. Accordingly, the filing of this statement shall not be construed as an admission that KCSI, Mr. Bailey or Janus Capital are, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. Janus Fund 5,269,043 Janus Venture Fund 142,230 Total 5,411,273 (b). Percent of Class: Janus Fund 5.5% Janus Venture Fund .1% Total 5.6% (c). Number of shares as to which such person has: (i). sole power to vote or to direct the vote 0 (ii). shared power to vote or to direct the vote Janus Fund 5,269,043 Janus Venture Fund 142,230 Total 5,411,273 (iii). sole power to dispose or to direct the disposition of 0 (iv). shared power to dispose or to direct the disposition of Janus Fund 5,269,043 Janus Venture Fund 142,230 Total 5,411,273 Item 5. Ownership of Five Percent or Less of a Class N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person Janus Capital's mutual funds, set forth in Item 4 above, have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company KCSI is the majority owner of Janus Capital, a registered investment adviser and joint filer of this statement. Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURES 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. JANUS CAPITAL CORPORATION By /s/ David C. Tucker 2/11/94 David C. Tucker, Vice President Date JANUS FUND By /s/ David C. Tucker 2/11/94 David C. Tucker, Vice President Date KANSAS CITY SOUTHERN INDUSTRIES, INC. By /s/ David C. Tucker 2/11/94 David C. Tucker Date Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 THOMAS H. BAILEY By /s/ David C. Tucker 2/11/94 David C. Tucker Date Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Engelhard Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the 11th day of February , 1994. JANUS CAPITAL CORPORATION By /s/ David C. Tucker David C. Tucker, Vice President JANUS FUND By /s/ David C. Tucker David C. Tucker, Vice President KANSAS CITY SOUTHERN INDUSTRIES, INC. By /s/ David C. Tucker David C. Tucker Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 THOMAS H. BAILEY By /s/ David C. Tucker David C. Tucker Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 -----END PRIVACY-ENHANCED MESSAGE-----