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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 6
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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STILWELL FINANCIAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1804048
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
920 MAIN STREET, KANSAS CITY, MISSOURI 64105
(Address of principal executive offices)
816-218-2400
Registrant's Telephone Number Including Area Code
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be Registered each Class is to be Registered
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Common Stock, par value New York Stock Exchange
$.01 per share
Preferred Stock Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
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EXPLANATORY NOTE
This Amendment No. 6 to Form 10 Registration Statement has been prepared on a
prospective basis on the assumption that, among other things, the Distribution
(as hereinafter described) and the related transactions contemplated to occur
prior to or contemporaneously with the Distribution will be consummated as
contemplated by the Information Statement which is a part of this Registration
Statement. There can be no assurance, however, that any or all of such
transactions will occur or will occur as so contemplated. Any significant
modifications or variations in the transactions contemplated will be reflected
in an amendment or supplement to this Registration Statement.
(Remainder of page intentionally left blank.)
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STILWELL FINANCIAL INC.
INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED HEREIN BY REFERENCE
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
1. BUSINESS
Summary; Introduction; Risk Factors; The Distribution; Management's
Discussion and Analysis of Financial Condition and Results of Operations;
Business; Index to Financial Statements
2. FINANCIAL INFORMATION
Summary -- Summary Financial and Operating Data; Risk Factors; Selected
Financial and Operating Data; Financing; Management's Discussion and Analysis of
Financial Condition and Results of Operations; Index to Financial Statements;
Exhibit 27 -- Financial Data Schedule
3. PROPERTIES
Business - Properties
4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Distribution; Management; Principal Stockholders and Stock Owned
Beneficially by Stilwell's Directors and Certain Executive Officers
5. DIRECTORS AND EXECUTIVE OFFICERS
Summary; Risk Factors; The Distribution; Relationship Between KCSI and
Stilwell After the Distribution; Management; Description of Capital Stock
6. EXECUTIVE COMPENSATION
Relationship Between KCSI and Stilwell After the Distribution;
Management; Principal Stockholders and Stock Owned Beneficially by Stilwell's
Directors and Certain Executive Officers
7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Summary; Introduction; Risk Factors; The Distribution; Relationship
Between KCSI and Stilwell After the Distribution; Management; Certain
Relationships and Related Transactions; Index to Financial Statements
8. LEGAL PROCEEDINGS
Business -- Legal Matters
9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
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Summary; Introduction; Risk Factors; The Distribution; Management;
Principal Stockholders and Stock Owned Beneficially by Stilwell's Directors and
Certain Executive Officers; Description of Capital Stock
10. RECENT SALES OF UNREGISTERED SECURITIES
Not Applicable
11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Description of Capital Stock; Exhibit 3.1.1 - Amended and Restated
Certificate of Incorporation of Stilwell Financial Inc.; Exhibit 3.1.2 -
Certificate of Designation; Exhibit 3.2 - Amended and Restated Bylaws of
Stilwell Financial Inc.; Exhibit 4.2.1 - Stockholders' Rights Agreement
12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Management; Description of Capital Stock; Exhibit 3.1.1 - Amended and
Restated Certificate of Incorporation of Stilwell Financial Inc.; Exhibit 3.2 -
Amended and Restated Bylaws of Stilwell Financial Inc.; Exhibit 10.1 -
Representative Director Indemnification Agreement; Exhibit 10.2 - Representative
Officer Indemnification Agreement
13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Summary -- Summary Financial and Operating Data; Capitalization;
Selected Financial and Operating Data; Management's Discussion and Analysis of
Financial Condition and Results of Operations; Index to Financial Statements
14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
15. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Financial Statements filed as a part of this Registration
Statement on Form 10 are listed on the Index to Financial Statements
contained on page F-1 of the Information Statement (Exhibit 99.1)
forming a part hereof.
(b) Exhibits to Registration Statement on Form 10.
The exhibit list included in this Form 10 is incorporated by reference
in response to this Item 15(b).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
STILWELL FINANCIAL INC.
June 14, 2000 By: /s/ Landon H. Rowland
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Name: Landon H. Rowland
Title: President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1.1 Delaware Certificate of Incorporation of Stilwell Financial Inc. as
Amended and Restated on June 14, 2000 is attached as Exhibit 3.1.1.
3.1.2 Certificate of Designation dated June 15, 2000 establishing Series A
Preferred Stock is attached as Exhibit 3.1.2.
3.2 Bylaws of Stilwell Financial Inc. as Amended and Restated on June
12, 2000 is attached as Exhibit 3.2.
4.1 Form of Certificate representing Stilwell Financial Inc. Common
Stock is attached as Exhibit 4.1.
4.2.1 Stockholders' Rights Agreement, dated as of June 14, 2000, between
Stilwell Financial Inc. and UMB Bank, N.A., as Rights Agent is
attached as Exhibit 4.2.1.
4.2.2 Certificate of Designation establishing Series A Preferred Stock
attached hereto as Exhibit 3.1.2 is hereby incorporated by reference
as Exhibit 4.2.2.
4.3 Article FOURTH, Article FIFTH, Article SIXTH, Article SEVENTH and
Article ELEVENTH of Exhibit 3.1.1 are hereby incorporated by reference
as Exhibit 4.3.
4.4 Article II, Article III, Section 2 and Article V of Exhibit 3.2 are
hereby incorporated by reference as Exhibit 4.4.
8.1 * Internal Revenue Service Private Letter Ruling is attached as
Exhibit 8.1.
10.1 * Representative Director Indemnification Agreement is attached as
Exhibit 10.1 with schedule.
10.2 * Representative Officer Indemnification Agreement is attached as
Exhibit 10.2 with schedule.
10.3 * Intercompany Agreement, dated as of August 16, 1999 between Kansas
City Southern Industries, Inc. and Stilwell Financial Inc. is attached
as Exhibit 10.3.
10.4 * Tax Disaffiliation Agreement, dated as of August 16, 1999, between
Kansas City Southern Industries, Inc. and Stilwell Financial Inc. is
attached as Exhibit 10.4.
10.5.1 The Registration Rights Agreement, dated October 24, 1995, by and
between DST Systems, Inc. and Kansas City Southern Industries, Inc.,
which is attached as Exhibit 4.1 to the DST Systems, Inc. Registration
Statement on Form S-1 dated October 30, 1995, as amended (Commission
file no. 33-96526), is hereby incorporated by reference as Exhibit
10.5.1.
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10.5.2 * Amendment to Registration Rights Agreement, dated June 30, 1999, by
and between DST Systems, Inc. and Kansas City Southern Industries,
Inc. is attached as Exhibit 10.5.2.
10.5.3 Assignment, Consent and Acceptance Agreement, dated as of August 11,
1999, by and among DST Systems, Inc. ("DST"), Kansas City Southern
Industries, Inc. and Stilwell Financial Inc. which is attached as
Exhibit 4.15.2 to DST's Form 10-Q for the quarter ended June 30, 1999
(Commission File No. 1-14036) is hereby incorporated by reference as
Exhibit 10.5.3.
10.6.1 Amended Employment Agreement dated June 12, 2000 by and between
Stilwell Financial Inc. and Landon H. Rowland is attached as Exhibit
10.6.1
10.6.2 Amended Employment Agreement dated June 12, 2000 by and between
Stilwell Financial Inc. and Joseph D. Monello is attached as Exhibit
10.6.2
10.6.3 Amended Employment Agreement dated June 12, 2000 by and between
Stilwell Financial Inc. and Danny R. Carpenter is attached as Exhibit
10.6.3
10.6.4 Amended Employment Agreement dated June 12, 2000 by and between
Stilwell Financial Inc. and Anthony P. McCarthy is attached as Exhibit
10.6.4
10.7.1 * Stock Purchase Agreement, dated April 13, 1984, by and among Kansas
City Southern Industries, Inc., Thomas H. Bailey, William C. Mangus,
Bernard E. Niedermeyer III, Michael Stolper, and Jack R. Thompson is
attached as Exhibit 10.7.1.
10.7.2 * Amendment to Stock Purchase Agreement, dated January 4, 1985, by and
among Kansas City Southern Industries, Inc., Thomas H. Bailey, Bernard
E. Niedermeyer III, Michael Stolper, and Jack R. Thompson is attached
as Exhibit 10.7.2.
10.7.3 * Second Amendment to Stock Purchase Agreement, dated March 18, 1988,
by and among Kansas City Southern Industries, Inc., Thomas H. Bailey,
Michael Stolper, and Jack R. Thompson is attached as Exhibit 10.7.3.
10.7.4 * Third Amendment to Stock Purchase Agreement, dated February 5, 1990,
by and among Kansas City Southern Industries, Inc., Thomas H. Bailey,
Michael Stolper, and Jack R. Thompson is attached as Exhibit 10.7.4.
10.7.5 * Fourth Amendment to Stock Purchase Agreement, dated January 1, 1991,
by and among Kansas City Southern Industries, Inc., Thomas H. Bailey,
Michael Stolper, and Jack R. Thompson is attached as Exhibit 10.7.5.
10.7.6 * Assignment and Assumption Agreement and Fifth Amendment to Stock
Purchase Agreement, dated November 19, 1999, by and among Kansas City
Southern Industries, Inc., Stilwell Financial Inc.,
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Thomas H. Bailey and Michael Stolper is attached as Exhibit 10.7.6.
10.8 * Stilwell Financial Inc. 1998 Long Term Incentive Stock Plan as
Amended and Restated on August 11, 1999 is attached as Exhibit 10.8.
10.9 * Stilwell Executive Plan dated August 11, 1999 is attached as Exhibit
10.9.
10.10 * Stock Purchase Agreement, dated November 19, 1999, by and among
Kansas City Southern Industries, Inc., Stilwell Financial Inc. and
Janus Capital Corporation, is attached as Exhibit 10.10.
10.11.1 * 364-day Competitive Advance and Revolving Credit Facility Agreement
dated as of January 11, 2000 among Kansas City Southern Industries,
Inc. and the lenders named therein, which is attached as Exhibit 10.20
to Kansas City Southern Industries, Inc.'s Form 10-K for the year
ended December 31, 1999 (Commission File No. 1-4717), is hereby
incorporated by reference as Exhibit 10.11.1.
10.11.2 * Assignment, Assumption and Amendment Agreement dated as of January
11, 2000, among Kansas City Southern Industries, Inc., Stilwell
Financial Inc. and The Chase Manhattan Bank, as agent for the lenders
named in the 364-day Competitive Advance and Revolving Credit Facility
Agreement, which is attached as Exhibit 10.21 to Kansas City Southern
Industries, Inc.'s Form 10-K for the year ended December 31, 1999
(Commission File No. 1-4717), is hereby incorporated by reference as
Exhibit 10.11.2.
10.12 Stilwell Financial Inc. Employee Stock Purchase Plan is attached as
Exhibit 10.12.
10.13 * Stilwell Financial Inc. Employee Stock Ownership Plan is attached as
Exhibit 10.13.
10.14 * Stilwell Financial Inc. 401(k) and Profit Sharing Plan is attached
as Exhibit 10.14.
23.1 The Consent of Independent Accountants prepared pursuant to
Item 601(b)(23) of Regulation S-K is attached as Exhibit 23.1
27 * Financial Data Schedule is attached as Exhibit 27.
99.1 Stilwell Financial Inc. Information Statement, as amended, dated
June 15, 2000 is attached as Exhibit 99.1.
99.2 Solvency and Surplus Opinion of Duff & Phelps, L.L.C. is attached as
Exhibit 99.2.
99.3 The consolidated financial statements and related notes, together
with the Report of Independent Accountants, of DST Systems, Inc. (an
approximate 32% owned affiliate of Stilwell accounted for under the
equity method) for the years ended December 31, 1997, 1998 and 1999,
which are included in the DST Systems, Inc. Annual Report on Form 10-K
for the year ended December 31, 1999
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(Commission File No. 1-14036) are incorporated by reference in this
Information Statement.
99.4 Opinion Letter of Rothgerber Johnson & Lyons LLP dated June 8, 2000,
is attached as Exhibit 99.4.
* Previously filed.
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