-----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, UcS85aRxlI5uL8u79nJXVD51etGsQIfERFEzjB/wcz5UWL5K1B1VsiUsvRSVn79J tgHWidB4/f4QnNxRppch/A== 0001013816-98-000039.txt : 19981113 0001013816-98-000039.hdr.sgml : 19981113 ACCESSION NUMBER: 0001013816-98-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DST SYSTEMS INC CENTRAL INDEX KEY: 0000714603 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 431581814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36993 FILM NUMBER: 98745419 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: KANSAS CITY SOUTHERN INDUSTRIES INC CENTRAL INDEX KEY: 0000054480 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 440663509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 114 W 11TH ST CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8165560303 MAIL ADDRESS: STREET 1: 114 WEST 11TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 SC 13D/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* DST SYSTEMS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 0002333261 (CUSIP Number) RICHARD P. BRUENING, ESQ. 114 West 11th Street Kansas City, Missouri 64105 816-983-1490 816-983-1459 (facsimile) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 30, 1998 (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 Rule 13d-1(b)(3) or (4), check the following box [ ]. ---------- * This amends Items 6 and 7 of the Schedule 13D, filed by the Reporting Person on March 26, 1997, as amended September 14, 1998. All other information remains unchanged in all material respects. CUSIP NO.: 0002333261 Schedule 13D November 12, 1998 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Issuer has entered into an Agreement and Plan of Merger with USCS International, Inc., dated as of September 2, 1998 (the "Merger Agreement"). In connection with the Merger Agreement, the Reporting Person has entered into a Stockholder Agreement with the Issuer, dated as of September 2, 1998, as amended October 30, 1998 (the "Stockholder Agreement"), to vote all of the shares of the Issuer owned by the Reporting Person in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof. To avoid any possible adverse effect upon the intended "pooling of interest" accounting for the Merger resulting from the timing of the Reporting Person's contemplated spin-off of its financial asset management business (previously announced), limited restrictions on the timing of the spin-off were also agreed to, which, if invoked, could delay the spin-off during a period of 30 days prior to, and up to 60 days following, completion of the Merger. At the request of the Issuer to accommodate the possibility of a closing of the Merger after December 1, 1998 but on or before December 31, 1998, the Reporting Person has agreed to a modification of the Stockholder Agreement to provide that the spin-off would be delayed to no earlier than February 15, 1999 if the closing of the Merger is after December 1, 1998 but on or before December 31, 1998, all in accordance with the terms and conditions of the Stockholder Agreement, as amended. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The first amendment dated October 30, 1998 to the Stockholder Agreement by and between Kansas City Southern Industries, Inc. and DST Systems, Inc., dated as of September 2, 1998, attached hereto as Exhibit 99.2. 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. DATE: November 12, 1998 KANSAS CITY SOUTHERN INDUSTRIES, INC. by: /s/ Louis G. Van Horn ----------------------- Vice President and Comptroller EX-99.2 2 FIRST AMENDMENT October 29, 1998 Kansas City Southern Industries, Inc. 114 West 11th Street Kansas City, MO 64105 Attn: Danny R. Carpenter Re: Stockholder Agreement dated September 2, 1998 Gentlemen: This letter confirms our understanding regarding a modification in the Stockholder Agreement dated September 2, 1998 between Kansas City Southern Industries, Inc. ("KCSI") and DST Systems, Inc. ("DST"). Capitalized terms used in this letter shall have the meanings set forth in the Agreement. DST and KCSI have agreed that, if the Closing Date of the Merger occurs after December 1, 1998 and on or before December 31, 1998, the period referred to in Section 4(a) of the Agreement will extend at least through February 15, 1999, notwithstanding any other provision of the Agreement to the contrary. If this letter accurately sets forth our understanding, please sign a copy as indicated below and return a signed copy to me. Sincerely, /s/ Bob Canfield Robert C. Canfield Senior Vice President and General Counsel Confirmed and Agreed Kansas City Southern Industries, Inc. By /s/ Landon H. Rowland Date: 10/30/98 -----END PRIVACY-ENHANCED MESSAGE-----