Registration No. 333-34803
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------------
POST-EFFECTIVE AMENDMENT
TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------------------------------------------
USCS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1727009
(State of Incorporation) (I.R.S. Employer Identification No.
------------------------------------------------------------
2969 Prospect Park Drive
Rancho Cordova, California 95670-6184
(916) 636-4500
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
------------------------------------------------------------
USCS INTERNATIONAL, INC. AMENDED AND RESTATED 1988 STOCK OPTION
PLAN
USCS INTERNATIONAL, INC. AMENDED AND RESTATED 1990 STOCK OPTION
PLAN
USCS INTERNATIONAL, INC. AMENDED AND RESTATED 1993 STOCK OPTION
PLAN
(Full title of the plans)
------------------------------------------------------------
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)
<PAGE>
USCS INTERNATIONAL, INC.
Termination of Registration Statement
USCS International, Inc., a Delaware corporation ("USCS"),
pursuant to the undertakings required by Item 9 of Form S-8,
hereby removes from registration any and all registered shares
not under the USCS Amended and Restated 1988, 1990, and 1993
Stock Option Plans (hereinafter, collectively, the "USCS SOPs")
the sale of which was previously registered by Registration
Statement on Form S-8, file No. 333-34803 (the "Registration
Statement"), and hereby terminates the Registration Statement.
On December 21, 1998, pursuant to an Agreement and Plan of
Merger dated as of September 2, 1998, among DST Systems, Inc., a
Delaware corporation ("DST"), DST Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of DST (the
"Acquisition Sub"), and USCS, Acquisition Sub merged with and
into USCS (the "Merger"). In connection with the Merger, each
outstanding share of USCS common stock under the USCS SOPs was
converted into and became the right to receive a specified number
of shares of DST common stock.
A total of 351,171 shares under the 1988 Plan, 239,006
shares under the 1990 Plan and 896,479 shares under the 1993
Plan, for an aggregate total of 1,486,656 shares, of USCS common
stock were registered under the Registration Statement in
connection with the USCS SOPs.
<PAGE>
SIGNATURES
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 the City of Kansas City, State of
Missouri, on December 21, 1998.
USCS INTERNATIONAL, INC.
By: /s/ James C. Castle
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment to the Registration
Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
------------------ --------- ------------
/s/ James C. Castle Director December 21,
1998
/s/ Thomas A. McDonnell Director December 21,
1998
/s/ Michael F. McGrail Director December 21,
1998
/s/ C. Randles Lintecum Director December 21,
1998
