0001144204-12-006402.txt : 20120207 0001144204-12-006402.hdr.sgml : 20120207 20120207163744 ACCESSION NUMBER: 0001144204-12-006402 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120207 DATE AS OF CHANGE: 20120207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DST SYSTEMS INC CENTRAL INDEX KEY: 0000714603 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 431581814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36993 FILM NUMBER: 12578338 BUSINESS ADDRESS: STREET 1: 333 WEST 11TH STREET STREET 2: 5TH FL CITY: KANSAS CITY STATE: MO ZIP: 64105-1594 BUSINESS PHONE: 8164356568 MAIL ADDRESS: STREET 1: 333 WEST 11TH STREET STREET 2: 5TH FL CITY: KANSAS CITY STATE: MO ZIP: 64105-1594 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARGYROS GEORGE L CENTRAL INDEX KEY: 0001021089 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ARNEL & AFFILIATES STREET 2: 949 SOUTH COAST DR SUITE 600 CITY: COSTA MESA STATE: CA ZIP: 92626 SC 13D/A 1 v301506_sc13da.htm AMENDMENT TO SCHEDULE 13D

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

 
DST SYSTEMS, INC.

(Name of Issuer)

 

 

 

 
COMMON STOCK

(Title of Class of Securities)

 

 
233326107

(CUSIP Number)

 

 

George L. Argyros

c/o Arnel Development Company

949 South Coast Drive, Suite 600

Costa Mesa, California 92626

Tel. No.: (714) 481-5000

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

 

with a copy to:

Jeffrey Le Sage, Esq.

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071

 Tel. No.: (213) 229-7504

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 
February 6, 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-1(f) or 240.13d-1(g), check the following box.   ¨

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).

 

 
 

               
  1.   

Name of Reporting Person:        

 

George L. Argyros

 

I.R.S. Identification Nos. of above persons (entities only):

 

Inapplicable.

 
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ¨        (b)  ¨

 

 
  3.  

SEC Use Only:

 

 
  4.  

Source of Funds (See Instructions):

 

OO

 
  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    ¨

 

 
  6.  

Citizenship or Place of Organization:

 

United States

 

Number of

Shares

Beneficially

Owned by
Each
Reporting

Person
With

    7.   

Sole Voting Power:

 

9,681,377

 
    8.  

Shared Voting Power:

 

-0-

 
    9.  

Sole Dispositive Power:

 

9,681,377

 
  10.  

Shared Dispositive Power:

 

-0-

 
11.  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

9,681,377

 
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ¨

 

 
13.  

Percent of Class Represented by Amount in Row (11):

 

21.97% (1)

 
14.  

Type of Reporting Person (See Instructions):

 

IN

 

(1) Based upon shares of common stock outstanding on October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 8, 2011.

 

 
 

 

Item 1. Security and Issuer

This Amendment No. 4 amends and restates the statement on Schedule 13D filed by George L. Argyros (the “Reporting Person”) with the Securities and Exchange Commission on December 21, 1998, as amended by Amendment No. 1 thereto, dated March 18, 2004, by Amendment No. 2 thereto, dated May 11, 2010 and by Amendment No. 3 thereto, dated November 21, 2011, with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of DST Systems, Inc., a Delaware corporation (the “Issuer”) having its principal executive offices at 333 West 11th Street, Fifth Floor, Kansas City, Missouri 64105.

This Amendment No. 4 is being made primarily to update the Reporting Person’s disclosures under Items 4, 6 and 7.

 

Item 2. Identity and Background

 

  (a) This Schedule 13D is filed on behalf of the Reporting Person.

 

  (b) The business address of the Reporting Person is c/o Arnel Development Company, 949 South Coast Drive, Suite 600, Costa Mesa, California 92626.

 

  (c) The Reporting Person’s present principal occupation is Chairman of the Board and Chief Executive Officer of Arnel and Affiliates, a private investment company.

 

  (d) The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

 

  (e) The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

 

  (f) The Reporting Person is a citizen of the United States of America.

 

Item 3. Source and Amount of Funds or Other Consideration

All of the Common Stock beneficially owned by the Reporting Person was acquired by the Reporting Person and affiliated entities of the Reporting Person either:

 

    pursuant to the merger of USCS International, Inc. into a wholly owned subsidiary of the Issuer in a stock-for-stock transaction on December 21, 1998;

 

    as annual grants of Common Stock from the Issuer in consideration of the Reporting Person’s prior service on the Issuer’s board of directors;

 

    upon exercise of options to purchase the Common Stock by payment of the exercise price in cash from personal funds; or

 

    in open market purchases using personal funds.

 

Item 4. Purpose of Transaction

Each of the Reporting Person and affiliated entities of the Reporting Person acquired the shares of Common Stock of the Issuer for investment purposes only and not with the intent of acquiring control of the Issuer.

On February 6, 2012, the Issuer entered into an agreement (the “Agreement”) with the Reporting Person, The Argyros Family Foundation, The Argyros Family Trust, GLA Financial Corporation, HBI Financial, Inc., The George T. Poulos Trust and the Leon & Olga Argyros 1986 Trust (collectively, the “Argyros Group”).

The Agreement provides that (1) the Issuer’s board of directors (the “Issuer Board”) will resolve, no later than February 22, 2012, to maintain the size of the Issuer Board at no more than nine directors at least until the conclusion of the Issuer’s 2012 annual meeting of stockholders (the “2012 Annual Meeting”); (2) the Issuer will take all necessary actions to nominate Lowell L. Bryan, Samuel G. Liss and Travis E. Reed (collectively, the “Nominees”) for election to the Issuer Board at the 2012 Annual Meeting and include the Nominees in the Issuer’s slate of nominees; (3) the Issuer will take all other actions necessary to implement the consent of the Corporate Governance/Nominating Committee of the Issuer Board recommending that the Issuer Board nominate the Nominees; and (4) the Issuer will use its reasonable best efforts to cause the election of the Nominees at the 2012 Annual Meeting.

The Agreement also provides that, so long as the Issuer complies with its Agreement obligations, the Argyros Group and its members will not (1) nominate any person for election at the 2012 Annual Meeting; or (2) submit any proposal for consideration at, or bring any other business before, the 2012 Annual Meeting. Additionally, so long as the Issuer complies with its Agreement obligations, at the 2012 Annual Meeting each member of the Argyros Group shall cause (a) all shares of the Issuer’s common stock that it beneficially owns to be present for quorum purposes and (b) all the votes associated with one-third of the shares of the Issuer’s common stock that it beneficially owns to be voted in favor of each Nominee, subject to certain rights of the Argyros Group to cumulate votes (in its sole discretion) on certain Nominees upon the receipt of notification from the Issuer that it is in the best interest of the Issuer to cumulate votes on certain Nominees.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Other than as described in the preceding paragraphs, the Reporting Person has no present plans or proposals that relate to or would result in any of the matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, as part of his ongoing review of investment alternatives, the Reporting Person may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, or may engage in communications with management or the Board of Directors of the Issuer, other stockholders of the Issuer or other parties regarding such matters, including but not limited to operations, strategy, management, capital structure and the strategic alternatives that may be available to the Issuer.

 

 
 

 

Item 5. Interest in Securities of the Issuer

(a) The Reporting Person beneficially owns 9,681,377 shares of Common Stock of the Issuer, which represent approximately 21.97% of the outstanding shares of Common Stock of the Issuer (based on the 44,071,146 shares of Common Stock outstanding on October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011). Of the 9,681,377 shares beneficially owned by the Reporting Person, (i) 672,002 shares are held by The Argyros Family Foundation, of which the Reporting Person is the Chairman, (ii) 4,295,500 shares are held by HBI Financial, Inc., of which the Reporting Person is the sole shareholder, (iii) 1,686 shares are held by GLA Financial Corporation, of which the Reporting Person is the sole shareholder, (iv) 900 shares are held by The Leon & Olga Argyros 1986 Trust, of which the Reporting Person is the trustee, (v) 215 shares are held by The George T. Poulos Trust, of which the Reporting Person is the trustee and (vi) 4,711,074 shares are held by The Argyros Family Trust, of which the Reporting Person is the trustee. The Reporting Person has no pecuniary interest in shares held by the Argyros Family Foundation, which is a charitable foundation. The Reporting Person disclaims beneficial ownership of the shares held by The Argyros Family Foundation, The Leon & Olga Argyros 1986 Trust and The George T. Poulos Trust.

(b) Number of shares as to which the Reporting Person has:

 

  1. Sole power to vote or direct vote: 9,681,377

 

  2. Shared power to vote or direct vote: -0-

 

  3. Sole power to dispose or direct the disposition: 9,681,377

 

  4. Shared power to dispose or direct the disposition: -0-

(c) Not applicable.

(d) All of the shares beneficially owned by the Reporting Person are owned directly by various family trusts in which the Reporting Person is the trustee or corporations in which The Argyros Family Trust is the sole stockholder. In each case, the Reporting Person has the power to vote and dispose of the shares.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On February 6, 2012, the Issuer and the Argyros Group entered into the Agreement, defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

 

Item 7. Material to be Filed as Exhibits

Exhibit 99.1 Agreement, dated February 6, 2012, by and among the Issuer and the Argyros Group.

 

 
 

 

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.

Dated: February 7, 2012

 

 

/s/ George L. Argyros

George L. Argyros

 

 

EX-99.1 2 v301506_ex99-1.htm EXHIBIT 99.1

 

AGREEMENT

This Agreement (the “Agreement”) is made and entered into as of February 6, 2012, by and among DST Systems, Inc. (the “Company”) and the entities and natural person listed on Exhibit A hereto (collectively, the “Argyros Group”) (each of the Company and the Argyros Group, a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS

WHEREAS, the Corporate Governance/Nominating Committee of the Board has adopted the written consent dated February 6, 2012 (the “Consent”), recommending that the Company’s Board of Directors (the “Board”) nominate Lowell L. Bryan, Samuel G. Liss and Travis E. Reed (collectively, the “Nominees”) for election as directors at the Company’s 2012 annual meeting of stockholders (including any adjournment or postponement thereof; the “2012 Annual Meeting”).

NOW, THEREFORE, in consideration of the foregoing premise and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

ARTICLE I
AGREEMENTS

Section 1.1 Company Covenants.

(a) The Company agrees that no later than at the February 22, 2012 Board meeting it shall be resolved that the size of the Board shall remain fixed at no more than nine directors at least until the conclusion of the 2012 Annual Meeting.

(b) The Company agrees that on or prior to February 29, 2012, the Company shall take all necessary actions to nominate the Nominees for election to the Board at the 2012 Annual Meeting for inclusion in the Company’s slate of nominees with terms expiring at the conclusion of the Company’s 2015 annual meeting of stockholders. The Company also agrees to take all other actions necessary to implement the Consent.

(c) The Company agrees to use its reasonable best efforts to cause the election of the Nominees at the 2012 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the Nominees and otherwise supporting them for election in a manner no less rigorous and favorable than the manner in which the Company has supported its previous nominees in the aggregate). The Company agrees to hold the 2012 Annual Meeting no later than June 30, 2012.

 

 
 

Section 1.2 Argyros Group Covenants. So long as the Company has complied and is complying with its obligations set forth in this Agreement, neither the Argyros Group nor any member of the Argyros Group shall (a) nominate any person for election at the 2012 Annual Meeting; or (b) submit any proposal for consideration at, or bring any other business before, the 2012 Annual Meeting, directly or indirectly. In addition, so long as the Company has complied and is complying with its obligations set forth in this Agreement, at the 2012 Annual Meeting each member of the Argyros Group shall cause (i) all shares of the Company’s common stock that it beneficially owns to be present for quorum purposes and (ii) (A) if only one of the Nominees shall stand for election at the 2012 Annual Meeting, one-third of the aggregate votes (after giving effect to cumulation) associated with all shares of the Company’s common stock that it beneficially owns to be cast in favor of such Nominee, (B) if only two of the Nominees shall stand for election at the 2012 Annual Meeting, two-thirds of the aggregate votes (after giving effect to cumulation) associated with all shares of the Company’s common stock that it beneficially owns to be cast in favor of such Nominees for election at the 2012 Annual Meeting, allocated evenly among such Nominees (including with respect to cumulation) unless the Company notifies the Argyros Group that it is in the best interest of the Company to cumulate votes in any manner on one of such Nominees, in which case the Argyros Group may, in their sole discretion, (1) cumulate such votes upon such Nominees in any manner, in their sole discretion, or (2) continue to allocate such votes evenly among such Nominees (including with respect to cumulation) and (C) if all three Nominees shall stand for election at the 2012 Annual Meeting, all of the aggregate votes (after giving effect to cumulation) associated with all shares of the Company’s common stock that it beneficially owns to be cast in favor of such Nominees for election at the 2012 Annual Meeting, allocated evenly among such Nominees (including with respect to cumulation) unless the Company notifies the Argyros Group that it is in the best interest of the Company to cumulate votes in any manner on one or two of the Nominees, in which case the Argyros Group may, in their sole discretion, (1) cumulate such votes upon such Nominees in any manner, in their sole discretion, or (2) continue to allocate such votes evenly among such Nominees (including with respect to cumulation).

ARTICLE II
MISCELLANEOUS PROVISIONS

Section 2.1 Public Announcement. Promptly following the execution of this Agreement, the Company and the Argyros Group shall jointly issue a mutually agreeable press release (the “Mutual Press Release”) announcing the terms of this Agreement, in the form attached hereto as Exhibit B. Prior to the issuance of the Mutual Press Release, neither the Company nor the Argyros Group shall issue any press release or public announcement regarding this Agreement or the Consent without the prior written consent of the other Party, other than any filing with the Securities and Exchange Commission (the “SEC”) required in connection with the execution and/or delivery of this Agreement. Neither the Company nor any member of the Argyros Group shall make any public statement (including in any filing with the SEC) inconsistent with the Mutual Press Release without the written consent of the other Party.

Section 2.2 Specific Performance. Each of the members of the Argyros Group, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the members of the Argyros Group or any of them, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, without the posting of any bond, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.

 

2
 

Section 2.3 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 2.4 Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); or (c) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

DST Systems, Inc.

333 West 11th Street

Kansas City, MO 64105

Attention: General Counsel

Facsimile: 816-435-8630

With a copy to:

Skadden, Arps, Slate, Meagher & Flom

 LLPFour Times Square

New York, NY 10036

Attention:   Eileen T. Nugent, Esq.

                   Brandon Van Dyke, Esq.

Telephone: 212-735-3000

Facsimile: 212-735-2000 

If to the Argyros Group or any member of the Argyros Group:

 

George L. Argyros

c/o Arnel & Affiliates

949 South Coast Drive

Suite 600

Costa Mesa, CA 92626

Attention: Chief Investment Officer

Telephone: 714-481-5053

Facsimile: 714-481-5189

 

3
 

With a copy to:

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071

Attention: Jeffrey Le Sage, Esq.

Telephone: 213-229-7504

Facsimile: 213-229-6504

Section 2.5 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 2.6 Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or PDF) which together shall constitute a single agreement.

Section 2.7 Certain Definitions. As used in this Agreement, (a) the term “affiliate” shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended and shall include persons who become affiliates of any person or entity subsequent to the date hereof, and (b) the term “ business day” means any day other than a Saturday, Sunday or a day on which banks in New York City are authorized or obligated by applicable law or executive order to close or are otherwise generally closed.

 

4
 

Section 2.8 Entire Agreement; Amendment and Waiver. This Agreement and the Consent contain the entire understanding of the Parties hereto. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Argyros Group. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

Section 2.9 Assignment. No Party shall assign this Agreement or any rights or obligations hereunder.

Section 2.10 No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.

Signature pages follow.

 

5
 

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first set forth above.

 

  DST SYSTEMS, INC.
   
  By:   /s/ Thomas A. McDonnell
    Name: Thomas A. McDonnell
Title:   Chief Executive Officer

  

 

6
 

 

THE ARGYROS GROUP

 

GEORGE L. ARGYROS

 

THE ARGYROS FAMILY FOUNDATION
By: George L. Argyros, chairman

 

THE ARGYROS FAMILY TRUST
By: George L. Argyros, trustee

 

THE GEORGE T. POULOS TRUST
By: George L. Argyros, trustee

 

GLA FINANCIAL CORPORATION
By: George L. Argyros, sole shareholder

 

HBI FINANCIAL, INC.
By: George L. Argyros, sole shareholder

 

THE LEON & OLGA ARGYROS 1986 TRUST
By: George L. Argyros, trustee

   
  By: /s/ George L. Argyros
    Name: George L. Argyros
Title:   Authorized signatory

 

7
 

 

EXHIBIT A

The Argyros Group

George L. Argyros

The Argyros Family Foundation

The Argyros Family Trust

The George T. Poulos Trust

GLA Financial Corporation

HBI Financial, Inc.

The Leon & Olga Argyros 1986 Trust

 

 
 

 

EXHIBIT B

Mutual Press Release

See attached.

 

 
 

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NEWS RELEASE
DST Systems, Inc.

333 West 11th Street
Kansas City, MO 64105-1594
NYSE Symbol: DST

DST Contacts:
Kenneth V. Hager (816) 435-8603
Vice President and Chief Financial Officer

Media:
Matthew Sherman / Nicholas Lamplough
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

 

NOT FOR IMMEDIATE RELEASE — February X, 2012  Page 1

DST SYSTEMS NOMINATES LOWELL L. BRYAN AND SAMUEL G. LISS FOR
ELECTION TO BOARD OF DIRECTORS

George Argyros, DST’s Largest Shareholder, to Support Nominees

KANSAS CITY, MO (February X, 2012) — DST Systems, Inc. (NYSE: DST) today announced that, in connection with its previously disclosed search for new, independent director candidates, the DST Board of Directors has nominated Lowell L. Bryan, founder of consulting firm LL Bryan Advisory, LLC and senior advisor to McKinsey & Company, Inc., and Samuel G. Liss, a Principal at WhiteGate Partners LLC, for election to the Board’s 2015 class of directors at the Company’s 2012 Annual Meeting of Shareholders. Travis E. Reed, a current DST Director, will serve as the Company’s third nominee for election to the 2015 class of directors.

Messrs. Bryan and Liss were selected following a comprehensive search process that the Governance/Nominating Committee of the Board has been conducting since December 2011, with the assistance of Spencer Stuart, a leading, global executive search firm.

“Our Board of Directors is pleased to nominate Lowell and Sam, and we believe they have the right skills, acumen and independence to add value to the Board’s oversight, strategic input and deliberative process,” said Robert T. Jackson, Lead Independent Director for the DST Board. “We are confident that Lowell’s and Sam’s strong backgrounds in finance, management and consulting, combined with their independent perspectives, will be valuable to the Board as we continue to execute on our strategic priorities for the benefit of all DST shareholders.”

Thomas A. McCullough and William C. Nelson will not stand for reelection to the Board at the 2012 Annual Meeting. “On behalf of the Board and the Company, I thank Tom and Bill for their years of service and tireless efforts. Tom and Bill have long been valued members of the Board, and we wish them only the best in the future,” added Mr. Jackson.

George Argyros, DST’s largest shareholder, and his affiliates have expressed their support for the Governance/Nominating Committee’s selection of Messrs. Bryan and Liss by agreeing to vote all of their shares, representing approximately 22% of the Company’s outstanding common shares, in favor of Messrs. Bryan, Liss and Reed at the 2012 Annual Meeting. Mr. Argyros stated, “I applaud the Corporate Governance/Nominating Committee for its time, effort and results in finding two new highly qualified and independent directors. I look forward to continuing to work constructively with the Company and the Board to drive performance and increase long term shareholder value.”

 

 
 

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About Lowell L. Bryan

Mr. Bryan, 66, has more than 35 years of consulting experience. He is the founder of consulting firm LL Bryan Advisory, LLC, which provides advice and counsel to the top management and boards of directors on a range of corporate strategy and organizational issues. Prior to that, Mr. Bryan spent his career at global management consulting firm McKinsey & Company, Inc., most recently serving as a Senior Partner and a Director. During his career at McKinsey, Mr. Bryan was also the co-leader of the Center for Managing Uncertainty and was a co-founder of the Financial Institutions practice in 1975. He retired from McKinsey in 2012 and continues to serve in an advisory role.

Mr. Bryan currently serves on the Nonprofit Boards of Davidson College and the Touch Foundation. He has authored or co-authored six books, including three focused on the global capital markets, banking, financial and credit crisis, and the related regulatory and risk management issues. He received his M.B.A from Harvard Business School and a Bachelor’s Degree in English and History from Davidson College.

About Samuel G. Liss

Mr. Liss, 55, has over 30 years of experience working for and advising financial services firms. He is currently a Principal at WhiteGate Partners LLC, an advisory firm focusing on the financial services sector. From 2004 to 2010, Mr. Liss served as Executive Vice President, Strategic Development at Travelers Companies, Inc., and for a period concurrently served as business head of one of Travelers three operating divisions- Financial, Professional and International Insurance. Prior to that Sam held Managing Director roles in both investment banking and equity research at Credit Suisse First Boston. He began his career as an Equity Analyst at Salomon Brothers.

Mr. Liss currently serves on the Board of Verisk Analytics, Inc. and previously served on the Board of Nuveen Investments, Inc. He received a M.B.A from New York University, pursued graduate studies at the London School of Economics & Political Science and holds a B.A. with a major concentration in Government and History from Wesleyan University.

* * * * * 

 

Safe Harbor Statement

Certain material presented in the press release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, (i) all statements, other than statements of historical fact, included in this press release that address activities, events or developments that we expect or anticipate will or may occur in the future or that depend on future events, or (ii) statements about our future business plans and strategy and other statements that describe the Company’s outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. Whenever used, words such as “may,” “will,” “would,” “should,” “potential,” “strategy,” “anticipates,” “estimates,” “expects,” “project,” “predict,” “intends,” “plans,” “believes,” “targets” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements. Factors that could cause results to differ materially from those anticipated include, but are not limited to, the risk factors and cautionary statements included in the Company’s periodic and current reports (Forms 10-K, 10-Q and 8-K) filed from time to time with the Securities and Exchange Commission. All such factors should be considered in evaluating any forward-looking statements. The Company undertakes no obligation to update any forward-looking statements in this press release to reflect new information, future events or otherwise.

 

 
 

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Additional Information and Where to Find It

DST Systems, Inc. (the “Company”), its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company’s 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”). The Company plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2012 Annual Meeting (the “2012 Proxy Statement”). STOCKHOLDERS ARE URGED TO READ THE 2012 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of these potential participants, including their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2012 Proxy Statement and other materials to be filed with the SEC in connection with the 2012 Annual Meeting. Other than Mr. George L. Argyros (who owns approximately 22.0% of the Company’s common stock) and Thomas A. McDonnell (who owns approximately 1.7% of the Company’s common stock), none of the potential participants owns in excess of 1% of the Company’s common stock. Certain information about the potential participants can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 28, 2011, and in the Company’s proxy statement for its 2011 Annual Meeting of Stockholders (the “2011 Proxy Statement”), filed with the SEC on March 16, 2011. To the extent holdings of the Company’s securities have changed since the amounts printed in the 2011 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Stockholders will be able to obtain, free of charge, copies of the definitive 2012 Proxy Statement and any other documents filed by the Company with the SEC in connection with the 2012 Annual Meeting at the SEC’s website (http://www.sec.gov), at the Company’s website (http://www.dstsystems.com) or by writing to Mr. Randall D. Young, DST Systems, Inc, 333 West 11th Street, Kansas City, MO 64105.