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Section 1: SC 13D/A (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. 1)*
 
 
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)
 
 
August 28, 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.
Names 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)       
 
 
o
6.
Citizenship or Place of Organization:
 
Tokyo, Japan
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power:
 
16,943,551*
8.
 
Shared Voting Power:
 
0
9.
 
Sole Dispositive Power:
 
16,943,551*
10.
 
Shared Dispositive Power:
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
 
16,943,551*
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     
 
 
o
13.
Percent of Class Represented by Amount in Row (11):
 
8.4%**
 
14.
Type of Reporting Person (See Instructions):
 
OO
 
 
*
Represents 2,943,551 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 201,329,431 shares of Company Common Stock, which is the sum of (i) the 187,329,431 shares of Company Common Stock outstanding as of July 20, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended June 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 July 20, 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. 1 (“Amendment No. 1”) amends the Schedule 13D that was filed on August 17, 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.  Only those items reported in this Amendment No. 1 are amended and all other items remain unchanged.  Capitalized terms used in this Amendment No. 1 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. 1, none of the conditional options granted to the Investor pursuant to the Option Agreement have been exercised.
 
Between August 10, 2012, and August 29, 2012, the Investor purchased 2,943,551 shares of Company Common Stock through open market purchases (including over-the-counter purchases) for an aggregate purchase price of $25,374,855.  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 pages to Amendment No. 1 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 201,329,431, which is the sum of (i) the 187,329,431 shares of Company Common Stock outstanding as of July 20, 2012, as reported by the Company in its quarterly report on Form 10-Q for the quarter ended June 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 July 20, 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 16,943,551 shares of Company Common Stock, representing approximately 8.4% 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 16,943,551 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. 1.  Except as set forth on Schedule A and as described in Item 3 of Amendment No. 1, 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 in the past 60 days.
 
(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.
 
 
3

 
 
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: August 29, 2012
 By:
/s/ Taku Murakawa
 
 
 Name:
Taku Murakawa
 
 
 Title:
General Manager, Investment Administration Department
 

 
 
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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
 
Approximate Weighted Average Price Per Share
   
Aggregate
Purchase Price
 
August 14, 2012
    169,436  
open market purchases
  $ 8.4085     $ 1,424,703  
August 14, 2012
    400,000  
over-the-counter purchase
  $ 8.4219     $ 3,368,760  
August 15, 2012
    65,861  
open market purchases
  $ 8.4549     $ 556,848  
August 16, 2012
    108,234  
open market purchases
  $ 8.4434     $ 913,863  
August 17, 2012
    9,100  
open market purchases
  $ 8.4577     $ 76,965  
August 21, 2012
    300,000  
open market purchases
  $ 8.7754     $ 2,632,620  
August 22, 2012
    345,038  
open market purchases
  $ 8.7990     $ 3,035,989  
August 23, 2012
    297,710  
open market purchases
  $ 8.6778     $ 2,583,468  
August 24, 2012
    207,114  
open market purchases
  $ 8.6254     $ 1,786,441  
August 27, 2012
    222,543  
open market purchases
  $ 8.6128     $ 1,916,718  
August 27, 2012
    428,815  
over-the-counter purchase
  $ 8.6100     $ 3,692,097  
August 28, 2012
    210,160  
open market purchases
  $ 8.6723     $ 1,822,571  
August 29, 2012
    179,540  
open market purchases
  $ 8.7101     $ 1,563,811  
                           


1 All “open market purchases” were made on the New York Stock Exchange.
 
 
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