STILWELL FINANCIAL INC
8-K, 2000-07-11
FINANCE SERVICES
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                    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):

                             JUNE 29, 2000

                         STILWELL FINANCIAL INC.
           (Exact name of company as specified in its charter)


            DELAWARE                    001-15253           43-1804048
-------------------------------   --------------------  ------------------
  (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)









<PAGE>





ITEM 5.          OTHER EVENTS

On June 29, 2000,  Stilwell  Financial  Inc.  (Stilwell)  mailed a letter to the
participants of the Stilwell Financial Inc. Employee Stock Ownership Plan (ESOP)
that describes an amendment to the Stilwell  ESOP. The original ESOP,  which was
described in and included as an exhibit to Stilwell's  Registration Statement on
Form 10, as amended (File No.  001-15253),  that was declared  effective on June
15, 2000,  allowed  Stilwell ESOP  participants  to retain shares of Kansas City
Southern  Industries,  Inc. (KCSI) common stock held in the ESOP accounts at the
time of the spin-off of Stilwell from KCSI (expected to occur on July 12, 2000).
The  amendment  changes the ESOP to provide  that all of the KCSI shares held in
Stilwell ESOP  participants'  accounts - approximately 1.3 million shares - will
be sold and the sales  proceeds  reinvested in shares of Stilwell  common stock,
with the timing  and  manner of sale to be  determined  by an  independent  plan
fiduciary.

ITEM 7.          FINANCIAL STATEMENTS AND EXHIBITS

(c)              Exhibits

                 EXHIBIT NO.    DOCUMENT

                 (99)           Additional Exhibits

                 99.1           Letter issued by Stilwell Financial Inc.
                                dated June 29, 2000 to Stilwell Employee
                                Stock Ownership Plan Participants, is
                                attached hereto as Exhibit 99.1




<PAGE>




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: JULY 11, 2000                  BY:        /S/  DOUGLAS E. NICKERSON
                                        ---------------------------------
                                                  Douglas E. Nickerson
                                             Vice President and Controller
                                             (Principal Accounting Officer)



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