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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 8, 1998
USCS International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28268 94-1727009
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2969 Prospect Park Drive, Rancho Cordova, California 95670-6148
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (916) 636-4500
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Item 5. OTHER EVENTS
On September 2, 1998, the Registrant issued the following press
release:
FOR IMMEDIATE RELEASE For more information, contact:
USCS International, Inc.
Linda Cutler, VP, Investor Relations
or
Doug Shurtleff, Senior VP and CFO
USCS International, Inc.
(916) 636-5861
DST Systems
Thomas A. McDonnell, President and CEO
(816) 435-8684
Kenneth V. Hager, Vice President and CFO
(816) 435-8603
Reference CC-98-72
DST SYSTEMS, INC. AND USCS INTERNATIONAL, INC. ANNOUNCE
MERGER
RANCHO CORDOVA, Calif., September 2, 1998 -- DST Systems, Inc. (DST) and
USCS International, Inc. (USCS) jointly announce that they have signed an
agreement to merge USCS with a wholly owned subsidiary of DST. Under the terms
of the agreement, each USCS shareowner will receive 0.62 shares of DST common
stock for each share of USCS common stock. The Board of Directors of each
company has approved the transaction, which is intended to be a tax free
reorganization and accounted for as a pooling of interests. Based on the
closing price of DST stock on September 2, 1998, the transaction, if consummated
on that date, values USCS shares at [$37.51] per share, and results in an
aggregate value of approximately [$874 million].
This merger, which is projected to be accretive to DST's earnings per share
in 1999, represents a significant expansion of DST's presence in the output
processing and customer management software and services industries. USCS,
through its CableData, Inc. subsidiary, is
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the largest provider of customer management software to the cable television and
convergence industries, currently servicing approximately 40 million subscribers
worldwide. DST, through its DBS Systems Corporation subsidiary, provides
subscriber management services to DirecTV. USCS' subsidiary, International
Billing
(more)
USCS/DST
2-2-2
Services, Inc., provides bill presentation services to a variety of
communications and other services. DST's subsidiary, Output Technologies, Inc.,
provides a variety of output related services to a diversified group of
industries, primarily in the financial services sector. The combination of
these businesses is expected to generate synergy savings through combined
economies of scale and coordinated production efficiencies. Additional savings
will be realized through the elimination of duplicate costs associated with
having two public companies.
The combined entity will generate approximately $1.1 billion in annual
revenues, have approximately $1.1 billion in stockholders' equity and have 8,000
employees worldwide. It will be a leading provider of services in three growing
industries, mutual fund shareowner processing, subscriber management services,
and output processing.
The transaction is subject to regulatory approval under the Hart-Scott-
Rodino Act and approval by the shareholders of both companies. The largest
shareowner of each company (Kansas City Southern Industries, Inc., which now
owns approximately 41% of DST's common stock, and George L. Argyros, a USCS
director who now owns approximately 33% of USCS) have each agreed to vote for
the merger. At the completion of the transaction, Mr. Argyros and James C.
Castle, Chairman and Chief Executive Officer of USCS, will be appointed to the
DST Board of Directors.
The merger is expected to be completed in the fourth quarter of 1998.
DST Systems, Inc. provides sophisticated information processing and
computer and software services and products, primarily to mutual funds,
insurance providers, banks and other
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financial organizations. Its software systems include recordkeeping and
marketing services to the U.S. mutual fund industry; domestic and international
portfolio accounting and investment management systems offered to fund
accountants and managers of investment portfolios; and an image-based work
management system offered primarily to mutual funds, insurance companies and
other financial services businesses.
(more)
USCS/DST
3-3-3
USCS is a leading global provider of customer management software and
statement processing to the communications and other service industries. USCS'
clients include providers of cable television, wireless and wire-line telephony,
direct broadcast satellite, and utility services.
The information and comments above include forward-looking statements
respecting DST and USCS and their businesses and the results of the transaction
described. Such information and comments are based on DST's and USCS' views as
of today, and actual results could differ. There could be a number of factors
affecting actual future results, including those set forth in Form 8-K/A dated
April 13, 1998 filed by DST with the Securities and Exchange Commission (SEC)
and those set forth by USCS in the Form S-1 filed with the SEC and declared
effective by the SEC on June 20, 1996, and Form 10-Q for the quarter ended June
30, 1998 filed with the SEC. All such factors should be considered in
evaluating any forward-looking comments.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 8, 1998
USCS International, Inc.
(Registrant)
By: /s/ Douglas L. Shurtleff
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Senior Vice President,
Chief Financial Officer
Douglas L. Shurtleff
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