-----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, MTc8x8eDrpnllNRdD87Tk+g+9djtzqyFA+87iEu7Dg+lIfUZ8kcpsHKATtbUpqIn +bCF8PsXT98BH8cf3aETNQ== 0001013816-99-000018.txt : 19990304 0001013816-99-000018.hdr.sgml : 19990304 ACCESSION NUMBER: 0001013816-99-000018 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990303 EFFECTIVENESS DATE: 19990303 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-73241 FILM NUMBER: 99555767 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 S-8 1 USCS 1996 DIRECTORS' OPTION PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act Of 1933 -------------------------- DST SYSTEMS, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 43-1581814 --------------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 333 West 11th Street, 5th Floor Kansas City, Missouri 64105-1594 (Address of Principal Executive Offices) Option Agreements under the USCS INTERNATIONAL, INC. 1996 Directors' STOCK OPTION PLAN, AS AMENDED (the "Directors' Plan") --------------------------------------------------------- (Full Title of the Directors' Plan) ROBERT C. CANFIELD, ESQ. Senior Vice President, General Counsel, and Secretary DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105-1594 (816) 435-1000 --------------------------------------------------------- (Name, Address, and Telephone Number of Agent for Service) CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of securities Amount maximum maximum Regist- to be to be offering price aggregate ration registered registered per share offering price fee ------------ ---------- -------------- -------------- -------- Common Stock, 43,400 $1,251,346 $348 par value shares N/A $0.01 per share Interests N/A N/A in the Directors' Plan Calculated pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), based upon the aggregate exercise price of outstanding options. No additional options will be issued pursuant to this Plan. Aggregate exercise price of outstanding options solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. To the extent that the interests in the Directors' Plan constitute securities, pursuant to Rule 416(c), this Registration Statement shall be deemed to register an indeterminate amount of interests in the Directors' Plan. Pursuant to Rule 457(h)(2), no registration fee is required with respect to the interests in the Directors' Plan.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by the rules of the United States Securities and Exchange Commission (the "Commission") under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed or to be filed by DST Systems, Inc. (the "Registrant") with the Commission are incorporated in and made a part of this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 dated March 16, 1998 (SEC File No. 001-14036) and any amendments thereto (the "Annual Report"); (b) The following reports and any amendments thereto filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the Annual Report: (i) Amendment on Form 10-K/A dated March 26, 1998 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1998, June 30, 1998, and September 30, 1998; (iii) Amendment on Form 10-Q/A dated July 14, 1998 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997; (iv) Current Reports on Form 8-K dated April 24, 1998, July 27, 1998, September 8, 1998, October 26, 1998, December 22, 1998, December 23, 1998, February 2, 1999 and February 16, 1999; and (v) Amendments on Form 8-K/A dated April 13, 1998 and August 4, 1998 to the Registrant's Current Report dated March 15, 1996 on Form 8-K; (c) The description of the Registrant's Common Stock under the headings "Description of Capital Stock" and "Dividend Policy" in the Registrant's Registration Statement on Form S-1 dated September 1, 1995 (SEC File No. 33-96526), as amended, which is incorporated by reference in the Company's Registration Statement on Form 8-A filed October 30, 1995 (SEC File No. 1-14036) (the "The Rights 8-A"); (d) The description of the Preferred Stock Purchase Rights contained in the Rights 8-A; (e) The first amendment dated July 31, 1998 (the "July 8-A Amendment") to The Rights 8-A (SEC File No. 1-14036); (f) The Rights Agreement dated as of October 6, 1995 (the "Rights Agreement"), between the Company and State Street Bank and Trust Company, as rights agent, which is attached as Exhibit 4.4 to the Company's Registration Statement on Form S-1 dated September 1, 1995 (SEC File No. 33-96526); (g) The first amendment dated as of July 9, 1998 to Rights Agreement, which is attached as Exhibit 99 to the July 8-A Amendment; (h) All other reports subsequently filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to the Registration Statement related to this Registration Statement, which indicates that all securities registered thereunder have been sold or which deregisters all of the securities offered then remaining unsold. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Section 102(b)(7) of the DGCL provides, generally, that the certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. The DST Certificate of Incorporation provides that the directors and officers of DST, or persons who are or were serving at the request of DST as directors or officers of other corporations, shall be indemnified to the maximum extent permitted by law against expenses incurred by such individuals in defending a civil or criminal action, suit or proceeding brought against such officers and directors in their capacities as such. Such expenses shall be paid by DST in advance of the final disposition of such action, suit or proceeding. As to directors and officers, the DST Certificate of Incorporation requires receipt by DST of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by DST as authorized by the DGCL. The foregoing right of indemnification and advancement of expenses is not exclusive of any other rights of indemnification and advancement of expenses to which any such individual may be entitled by by-law, agreement, vote of stockholders or disinterested directors or otherwise. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibits to this Registration Statement on Form S-8 are listed in the Exhibit Index of this Registration Statement, which Exhibit Index is incorporated herein by reference in response to this Item. ITEM 9. UNDERTAKINGS. Rule 415 Offering ----------------- (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) ( 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report of the Registrant pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (Remainder of page intentionally left blank.) SIGNATURES AND POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Kansas City, State of Missouri, on March 2, 1999. DST SYSTEMS, INC. By: /s/Thomas A. McDonnell ------------------------------------- President and Chief Executive Officer Each person whose signature appears below hereby constitutes and appoints each of the Company's Chief Executive Officer, General Counsel, and Chief Financial Officer (currently Thomas A. McDonnell, Robert C. Canfield, and Kenneth V. Hager respectively) as such person's true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for and in such person's name, place and stead, in any and all capacities, to sign any or all amendments (including post- effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any exchange on which the Registrant's stock registered hereunder is traded, granting unto such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, each acting alone, or such person's substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ A. Edward Allinson Director February 25, 1999 ----------------------- /s/ George L. Argyros Director February 25, 1999 ----------------------- /s/ Michael G. Fitt Director February 25, 1999 ----------------------- /s/ William C. Nelson Director February 25, 1999 ----------------------- /s/ M. Jeannine Director February 25, 1999 Strandjord ----------------------- /s/ Thomas A. McDonnell President, Chief February 25, 1999 ---------------------- Executive Officer (Principal Executive Officer), and Director /s/ Thomas A. McCullough Director February 25, 1999 ----------------------- /s/ James C. Castle Director February 25, 1999 ----------------------- /s/ Kenneth V. Hager Vice President, February 25, 1999 ----------------------- Chief Financial Officer, and Treasurer (Principal Financial Officer) /s/ John J. Faucett Controller February 25, 1999 ----------------------- (Principal Accounting Officer) INDEX TO EXHIBITS Exhibit Number Description of Exhibit --------- ---------------------- 4.1 Agreement and Plan of Merger, dated September 2, 1998 by and among DST Systems, Inc., DST Acquisitions, Inc. and USCS International, Inc., which is attached as Exhibit 2 to DST's Registration Statement on Form S-4 dated November 20, 1998, as amended, (SEC File No. 333- 67611), is hereby incorporated by reference as Exhibit 4.1. 4.2 DST's Delaware Certificate of Incorporation, as restated, which is attached as Exhibit 3.1 to DST's Registration Statement on Form S-1 dated September 1, 1995 (SEC File No. 33-96526) (the "IPO Registration Statement"), is hereby incorporated by reference as Exhibit 4.2. 4.3 Amended and Restated By-Laws of DST Systems, Inc., which are attached as Exhibit 3.2 to DST's IPO Registration Statement, are hereby incorporated by reference as Exhibit 4.3 4.4.1 The Certificate of Designations dated October 16, 1995, establishing the Series A Preferred Stock of the Company, which is attached as Exhibit 4.3 to the Company's S-1 Registration Statement, is hereby incorporated by reference as Exhibit 4.4.1. 4.4.2 The Summary of the Preferred Stock Purchase Rights set forth in Form 8-A dated November 15, 1995 (SEC File No. 1-14036) (the "The Rights 8-A") is hereby incorporated by reference as Exhibit 4.4.2. 4.4.3 The first amendment dated July 30, 1998 (the "July 8-A Amendment") to The Rights 8-A is hereby incorporated by reference as Exhibit 4.4.3. 4.4.4 The Rights Agreement dated as of October 6, 1995 (the "Rights Agreement"), between the Company and State Street Bank and Trust Company, as rights agent, which is attached as Exhibit 4.4 to the Company's IPO Registration Statement, is hereby incorporated by reference as Exhibit 4.4.4. 4.4.5 The first amendment dated as of July 9, 1998 to the Rights Agreement, which is attached as Exhibit 99 to the July 8-A Amendment, is hereby incorporated by reference as Exhibit 4.4.5. 4.5 The description of the Company's Common Stock, set forth under the headings "Description of Capital Stock" and "Dividend Policy" in the IPO Registration Statement, is hereby incorporated by reference as Exhibit 4.5. 4.6.1* The USCS International, Inc. 1996 Directors' Stock Option Plan (the "Directors' Plan") dated as of April 18, 1996, which is attached as Exhibit 10.5 to USCS International, Inc.'s Registration Statement on Form S- 1/A (SEC File No. 333-3842) dated May 29, 1996, is hereby incorporated by reference as Exhibit 4.6.1. 4.6.2* First Amendment dated February 22, 1998, to the Directors' Plan. 5.1 Opinion of Sonnenschein Nath & Rosenthal, counsel to DST, regarding legality (including consent). 23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP, independent accountants. 24 Power of Attorney (included on signature page). *The Directors' Plan and the amendments thereto are included as exhibits only to the extent that they are incorporated into the option agreements being assumed. EX-4.6.2 2 1998 PLAN AMENDMENT AMENDMENT DATED 2/22/98 TO 1996 DIRECTORS' PLAN Paragraph 8(a) of the Directors' Plan is amended as follows: "The option price for the Shares to be issued pursuant to any Option shall in no event be less than the fair market value of such Shares on the date the Option is granted. Fair market value of the Common Stock shall be determined in good faith by the Board, using such criteria as it deems relevant; provided, however, that in the event the Common Stock is listed on a national securities exchange (within the meaning of Section 6 of the Exchange Act) or on the NASDAQ National Market System (or any successor national market system), the fair market value per Share shall be the closing price on such exchange on the date of grant of the Option, as reported in THE WALL STREET JOURNAL (or, if no so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation (NASDAQ) System), or, if there is a public market for the Common Stock but the Common Stock is not listed on a national securities exchange, the fair market value per Share shall be the average of the last reported bid and asked prices of the Common Stock on the date of grant, as reported in THE WALL STREET JOURNAL." EX-5.1 3 OPINION OF SN&R Exhibit 5.1 Sonnenschein Nath & Rosenthal 4520 Main Street Kansas City, Missouri 64111 March 2, 1999 DST Systems, Inc. 333 West 11th Street, 5th Floor Kansas City, Missouri 64105-1594 Re: Registration Statement on Form S-8 in connection with the registration of the offer and sale of DST Common Stock pursuant to option agreements (the "Agreements") under the USCS International, Inc. 1996 Directors' Stock Option Plan, as amended (the "Plan") Ladies and Gentlemen: In connection with the preparation of the above-referenced Registration Statement (the "Registration Statement"), which is being filed on or about the date of this letter on behalf of DST Systems, Inc., a Delaware corporation (the "Corporation"), and in connection with which we have acted as counsel to the Corporation, you have asked us to provide you this opinion letter in accordance with subsection (b)(5) of Item 601 of Regulation S- K promulgated by the United States Securities and Exchange Commission. The Registration Statement relates to the offer and sale pursuant to the Agreements of up to 43,400 shares (the "Shares") of the Corporation's Common Stock, par value $0.01 per share (the "Common Stock"). Pursuant to an Agreement and Plan of Merger dated as of September 2, 1998, among the Corporation, DST Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of DST (the "Acquisition Sub"), and USCS International, Inc., a Delaware corporation ("USCS"), Acquisition Sub was merged with and into USCS and USCS became a wholly-owned subsidiary of the Corporation (the "Merger") on December 21, 1998. In connection with the Merger, the Corporation assumed certain of the obligations of USCS under the Agreements, and the Shares will be substituted for the stock of USCS that was to be issued under the Agreements prior to the Merger. Based upon and subject to our examination described herein and the assumptions, exceptions, qualifications, and limitations set forth herein, we are of the opinion that the issuance of the Shares that will be originally issued under the Agreements has been duly authorized and the Shares will, when issued pursuant to and in accordance with the terms of the applicable Agreements and the Plan, be validly issued, fully paid, and non-assessable. In connection with this opinion, we have examined and relied upon, without further investigation, the following in connection with rendering the opinions expressed herein: (a) the Plan and the form of the Agreements; (b) the Corporation's Certificate of Incorporation, as restated, certified by the Secretary of State of Delaware as of December 16, 1998 and the Corporation's Bylaws; (c) the Registration Statement, (d) minutes of directors' and stockholders' meetings, and (e) such other documents, certificates, records, and oral statements of public officials and the officers of the Corporation as we deemed necessary for the purpose of rendering the opinions expressed herein. In our examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, or photostatic copies or by facsimile or electronic mail, and the authenticity of the originals from which such copies, facsimiles, or electronic transmissions were made. In our examination of documents, including the Agreements, executed by persons, legal or natural, other than the Corporation, we have assumed that such persons had the power, corporate or otherwise, to enter into and perform all obligations thereunder and that such documents are valid and binding. We have also assumed the conformity of all Agreements to the form reviewed of such Agreements. This opinion letter is limited to the specific legal issues that it expressly addresses, and accordingly, no opinion may be inferred or implied beyond the matters expressly stated in this letter. We express no opinion as to the law of any jurisdiction other than the General Corporation Law of the State of Delaware, as amended. We are not admitted to the Delaware Bar. In expressing our opinions set forth herein, we have reviewed and relied upon, without further investigation, such laws as published in generally available sources. We consent to the filing of this opinion letter, or a reproduction thereof, as an exhibit to the Registration Statement. In giving such consent, however, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations promulgated by the Securities and Exchange Commission thereunder. This opinion letter is rendered as of the date set forth above, and we have no continuing obligation hereunder to inform you of changes in the applicable law or the facts after such date or facts of which we become aware after the date hereof, even though such changes could affect our opinions expressed herein. Very truly yours, SONNENSCHEIN NATH & ROSENTHAL By: /s/ John F. Marvin EX-23.2 4 CONSENT OF PWC Exhibit 23.2 Consent of Independent Auditors We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 1998 relating to the consolidated financial statements of DST Systems, Inc. appearing in DST Systems, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 and our report dated February 6, 1998 relating to the consolidated financial statements of USCS International, Inc., appearing in USCS International, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. We also consent to the reference to us under the heading "Selected Consolidated Financial Data" in DST Systems, Inc.'s Annual Report on Form 10-K. However, it should be noted that PricewaterhouseCoopers LLP has not prepared or certified such "Selected Consolidated Financial Data." PricewaterhouseCoopers LLP Kansas City, Missouri March 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----