-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K16YX/gMZ4utNvaEkZxYSLgLFws4vb7bMJIjWRA6XkiRlnxWay2Q0PDleaotNEqQ i6DOgT/EJH4qEXUZ7BeDLg== 0001013816-04-000733.txt : 20041217 0001013816-04-000733.hdr.sgml : 20041217 20041217150548 ACCESSION NUMBER: 0001013816-04-000733 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041217 DATE AS OF CHANGE: 20041217 GROUP MEMBERS: DST SYSTEMS, INC. GROUP MEMBERS: WEST SIDE INVESTMENTS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER SCIENCES CORP CENTRAL INDEX KEY: 0000023082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952043126 STATE OF INCORPORATION: NV FISCAL YEAR END: 0401 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31979 FILM NUMBER: 041211187 BUSINESS ADDRESS: STREET 1: 2100 E GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3106150311 MAIL ADDRESS: STREET 1: 2100 EAST GRAND AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: 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 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 SC 13D/A 1 sch13da1_121704.txt SCHEDULE 13D/A1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* COMPUTER SCIENCES CORPORATION (Name of Issuer) COMMON SHARES (Title of Class of Securities) 205363104 (CUSIP Number) DECEMBER 3, 2004 (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.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 ss.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). SCHEDULE 13D - ------------------- ------------------------------------------ ----------------- CUSIP No. 205363104 Page 2 of 9 pages - ------------------- ------------------------------------------ ----------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) DST Systems, Inc. 43-1581814 - ------ ------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC Use Only - ------ ------------------------------------------------------------------------- 4 Source of Funds Not applicable - ------ ------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 0 Shares ----------- ------------------------------------------------- Beneficially 8 Shared Voting Power 0 Owned by ----------- -------------------------------------------------- Each 9 Sole Dispositive Power 0 Reporting ----------- -------------------------------------------------- Person With 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,632,343 - ------ ------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------ ------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 4.03% - ------ ------------------------------------------------------------------------- 14 Type of Reporting Person CO - ------ ------------------------------------------------------------------------- - ------------------- ------------------------------------------ ----------------- CUSIP No. 205363104 Page 3 of 9 pages - ------------------- ------------------------------------------ ----------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) West Side Investments, Inc. 88-0385546 - ------ ------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC Use Only - ------ ------------------------------------------------------------------------- 4 Source of Funds Not applicable - ------ ------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 Citizenship or Place of Organization Nevada - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 7,632,343 Shares ----------- ------------------------------------------------- Beneficially 8 Shared Voting Power 0 Owned by ----------- -------------------------------------------------- Each 9 Sole Dispositive Power 7,632,343 Reporting ----------- -------------------------------------------------- Person With 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,632,343 - ------ ------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------ ------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 4.03% - ------ ------------------------------------------------------------------------- 14 Type of Reporting Person CO - ------ ------------------------------------------------------------------------- CUSIP No. 205363104 Page 4 of 9 pages This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed by DST Systems, Inc. ("DST") on August 12, 1996 (the "Schedule 13D"), and is being filed on behalf of DST and West Side Investments, Inc., a wholly owned subsidiary of DST ("West Side" and together with DST, the "Reporting Persons"). This Amendment relates to the common stock of Computer Sciences Corporation , a Nevada corporation ("Issuer" or "CSC"). This Amendment is being filed to report the sale of covered call options pursuant to Item 6 and to report a decrease below 5% of the beneficial ownership of such common stock by the Reporting Persons. The Reporting Persons' ownership of such common stock fell below 5% as a result of issuances of additional shares of common stock by the Issuer, and not as a result of any transactions by the Reporting Persons. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Schedule 13D relates is the CSC common stock, $1.00 par value per share ("CSC Common Stock"), of Issuer. The principal executive offices of Issuer are located at 2100 East Grand Avenue, El Segundo, California 90245. ITEM 2. IDENTITY AND BACKGROUND This Amendment is being filed on behalf of DST and West Side. DST is organized as a Delaware corporation. The principal executive office of DST is 333 West 11th Street, Kansas City, Missouri 64105. West Side is organized as a Nevada corporation. The principal executive office of West Side is 6100 Elton, Suite 1000, Las Vegas, Nevada 89107. DST provides sophisticated information processing and computer software services and products to the financial services industry (primarily mutual funds, corporations and investment managers), video/broadband/satellite TV industry, communications industry and other service industries. West Side, a wholly owned subsidiary of DST, holds investments in equity securities and certain financial interests included as part of DST's Investments and Other segment. None of DST, West Side and their respective executive officers and directors hereinafter listed has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. Each of the executive officers and directors whose names and business addresses appear below is a U.S. citizen and is principally employed by DST or its affiliates (including West Side) in the capacities shown, except as indicated otherwise. The business address of such officers and directors of DST is 333 West 11th Street, Kansas City, Missouri 64105. The business address of such officers and directors of West Side is 6100 Elton, Suite 1000, Las Vegas, Nevada 89107. CUSIP No. 205363104 Page 5 of 9 pages
DST EXECUTIVE OFFICERS Name Office - ---- ------ Thomas A. McDonnell President and Chief Executive Officer Thomas A. McCullough Executive Vice President and Chief Operating Officer Donald J. Kenney President and Chief Executive Officer of EquiServe, Inc. J. Michael Winn Managing Director of DST International Limited, United Kingdom - Not a U.S. citizen Peter J. Nault President of DST Innovis, Inc. Jonathan J. Boehm Group Vice President Kenneth V. Hager Vice President and Chief Financial Officer Robert L. Tritt Group Vice President Randall D. Young Vice President, General Counsel and Secretary Steven J. Towle President and Chief Executive Officer of DST Output, LLC DST DIRECTORS Name Office - ---- ------ Thomas A. McDonnell President and Chief Executive Officer Thomas A. McCullough Executive Vice President and Chief Operating Officer A. Edward Allinson Retired Michael G. Fitt Retired William C. Nelson Chairman of the Board of George K. Baum Asset Management M. Jeannine Strandjord Senior Vice President - Chief Integration Officer of Sprint Corporation Travis E. Reed President of Reed Investment Corporation WEST SIDE EXECUTIVE OFFICERS Name Office - ---- ------ Gerard M. Lavin President of West Side; Vice Presdient of DST Kenneth V. Hager Treasurer and Secretary of West Side; Vice President and Chief Financial Officer of DST Gregg Wm. Givens Assistant Treasurer of West Side; Vice President and Chief Accounting Officer of DST Kenneth A. Woloson Assistant Secretary of West Side; Partner at law firm of Haney, Woloson & Mullins WEST SIDE DIRECTORS Name Office - ---- ------ Gerard M. Lavin President of West Side; Vice President of DST Kenneth V. Hager Vice President and Chief Financial Officer of DST; Treasurer and Secretary of West Side A. Somer Hollingsworth President and Chief Executive Officer of Nevada Development Authority Robert H. Perkins Manager and Chief Executive Officer of Perkins, Wolf, McDonnell and Company, LLC, a registered investment adviser John Beuchat Retired President of Outwest Meat Company
CUSIP No. 205363104 Page 6 of 9 pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION DST acquired CSC Common Stock as a result of a merger between The Continuum Company, Inc. and a wholly-owned subsidiary of Issuer (the "Merger"). The Merger is described in the proxy statement/prospectus contained in the Form S-4, as amended, filed by Issuer as of June 10, 1996, and in the Form 8-K filed by Issuer as of August 1, 1996. DST transferred its CSC Common Stock to West Side as a capital contribution to West Side. ITEM 4. PURPOSE OF TRANSACTION West Side holds CSC Common Stock for investment purposes, but it reserves the right to exercise any and all rights and privileges as a stockholder of Issuer in a manner consistent with its best interests, to purchase or sell CSC Common Stock or other securities of Issuer, and to communicate with management, stockholders of Issuer or others and/or to participate, alone or with others, in various plans, proposals or transactions respecting Issuer or its securities. Except as set forth above, and in the Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date of this Amendment, West Side beneficially owns 7,632,343 shares of CSC Common Stock. West Side has sole voting and dispositive power over such holdings. These shares represent 4.03% of the 189,260,915 shares of CSC Common Stock outstanding at October 22, 2004 as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended October 1, 2004. DST may be deemed to beneficially own these securities because West Side is a wholly owned subsidiary of DST. DST appoints the board of directors of West Side. The officers of West Side vote and make decisions with respect to disposition of such shares of CSC Common Stock, subject to oversight of the board. Thomas A. McDonnell, the President, Chief Executive Officer and a director of DST, owns 24,016 shares of CSC Common Stock. Kenneth V. Hager, the Vice President and Chief Financial Officer of DST and the Treasurer, Secretary and a director of West Side, owns 1,000 shares of CSC Common Stock. (b) West Side has the sole voting and dispositive power over the 7,632,343 shares of CSC Common Stock held by West Side. Although DST may be deemed to beneficially own these shares, DST does not have either sole or shared voting or dispositive power over such shares. DST, as sole shareholder, elects the board of directors of West Side. Messrs. McDonnell and Hager have the sole voting and dispositive power over their respective beneficially owned shares of CSC Common Stock. (c) The following table sets forth certain information with respect to transactions by West Side in the CSC Common Stock during the past sixty days. CUSIP No. 205363104 Page 7 of 9 pages Date Transaction Shares Price Per Share - ------------------ -------------------- ----------------- -------------------- 11/16/04 SELL 5,100 $54.7500 - ------------------ -------------------- ----------------- -------------------- 11/17/04 SELL 100,000 $54.6000 - ------------------ -------------------- ----------------- -------------------- 11/22/04 SELL 200,000 $52.8620 - ------------------ -------------------- ----------------- -------------------- 11/23/04 SELL 194,900 $52.9930 - ------------------ -------------------- ----------------- -------------------- 11/29/04 SELL 125,000 $53.0980 - ------------------ -------------------- ----------------- -------------------- 11/30/04 SELL 375,000 $53.7200 - ------------------ -------------------- ----------------- -------------------- - ------------------ -------------------- ----------------- -------------------- 12/3/04 COVERED CALL (1) 62,000 $ 2.500 - ------------------ -------------------- ----------------- -------------------- 12/3/04 COVERED CALL (1) 38,000 $ 2.550 - ------------------ -------------------- ----------------- -------------------- 12/3/04 COVERED CALL (2) 100,000 $ 4.700 - ------------------ -------------------- ----------------- -------------------- (1) Call at $60.00 per share expiring 6/18/2005; price per share shown in table is sale price of call per share covered. (2) Call at $60.00 per share expiring 1/21/2006; price per share shown in table is sale price of call per share covered. None of the above transactions, either individually or in the aggregate, amounted to a disposition of 1% or greater. Except as set forth above, during the last sixty days there were no transactions in the CSC Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers. (d) Except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of CSC Common Stock beneficially owned by the Reporting Persons. (e) The Reporting Persons ceased being the beneficial owners of more than 5% of the Issuer in 2002 as a result of issuances of additional shares of CSC Common Stock by the Issuer, and not as a result of any transactions by the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto. West Side sold covered call options on a total of 200,000 shares of CSC Common Stock on the Chicago Board Options Exchange on December 3, 2004 in the amounts and prices as indicated in the table set forth in Item 5(c) above. Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer. CUSIP No. 205363104 Page 8 of 9 pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Filing Agreement, dated as of December 17, 2004, by and between the Reporting Persons. CUSIP No. 205363104 Page 9 of 9 pages 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. Dated: December 17, 2004 DST SYSTEMS, INC. By: /s/ Randall D. Young ------------------------------ Name: Randall D. Young Title: Vice President and General Counsel WEST SIDE INVESTMENTS, INC. By: /s/ Kenneth V. Hager ------------------------------ Name: Kenneth V. Hager Title: Treasurer and Secretary EX-99 2 sch13da1_121704ex1.txt EXH. 1 JOINT FILING AGREEMENT EXHIBIT I JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: December 17, 2004 DST SYSTEMS, INC. By: /s/ Randall D. Young ------------------------------ Name: Randall D. Young Title: Vice President and General Counsel WEST SIDE INVESTMENTS, INC. By: /s/ Kenneth V. Hager ------------------------------ Name: Kenneth V. Hager Title: Treasurer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----