SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
233 326
(CUSIP Number)
* This statement constitutes Amendment No. 2 to the Schedule 13G, as last
amended February 13, 1997, previously filed by UMB Bank, n.a. (formerly
United Missouri Bank, n.a.) ("UMB"), UMB's parent, UMB Financial Corporation
(formerly United Missouri Bancshares, Inc.), and The Employee Stock Ownership
Plan (the "DST ESOP") for employees of DST Systems, Inc., with respect to the
common stock, par value $0.01 per share (the "Common Stock"), of DST Systems,
Inc., a Delaware corporation (the "Issuer").
Page 1 of 13 Pages
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 2 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB BANK, n.a. ("UMB")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares Beneficially owned by UMB With:
5. Sole Voting Power: -0-
6. Shared Voting Power: 1,290
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 3,188,858. UMB disclaims beneficial
ownership of these shares, which are held as trustee of the DST ESOP.
9. Aggregate Amount Beneficially Owned by UMB: 3,188,858.
UMB disclaims beneficial ownership of these shares, 3,187,568 of which
are held as trustee of the DST ESOP.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [x] Such amount excludes 86,759 shares of the Issuer's
Common Stock that are held in custody accounts by UMB for which
UMB has no voting or dispositive power.
11. Percent of Class Represented by Amount in Row 9: 6.5%
12. Type of Reporting Person: BK
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 3 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
UMB FINANCIAL CORPORATION ("UMBFC")
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by UMBFC With:
5. Sole Voting Power: -0-
6. Shared Voting Power: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by UMBFC: -0-
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [X] Such amount excludes 3,275,617 shares of the Issuer's
Common Stock that are held by a subsidiary in various capacities,
including as trustee of the DST ESOP, as to which UMBFC has no
voting or dispositive power.
11. Percent of Class Represented by Amount in Row 9: -0-
12. Type of Reporting Person: HC
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 4 of 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
THE EMPLOYEE STOCK OWNERSHIP PLAN ("DST ESOP"), for employees of
DST Systems, Inc.
2. Check the Appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization: Missouri
Number of Shares Beneficially owned by DST ESOP With:
5. Sole Voting Power: -0-
6. Shared Voting Power: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 3,187,568. Beneficial ownership is
disclaimed as to the 3,187,568 shares held on behalf of the DST ESOP.
9. Aggregate Amount Beneficially Owned by DST ESOP: 3,187,568.
Beneficial ownership is disclaimed as to the 3,187,568 shares held on
behalf of the DST ESOP.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: 6.5%
12. Type of Reporting Person: EP
<PAGE>
CUSIP NO. 233 326 Page 5 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Item 1(a) Name of Issuer:
DST Systems, Inc., a Delaware corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1055 Broadway, Kansas City, Missouri 64105
Item 2(a) Names of Persons Filing:
(i) UMB Bank, n.a. ("UMB")
(ii) UMB Financial Corporation ("UMBFC")
(iii) The Employee Stock Ownership Plan ("DST ESOP")
Item 2(b) Address of Principal Business or, if none,
Residence:
Both UMB and UMBFC maintain their principal executive offices
at, and the address for the DST ESOP is, 1010 Grand Boulevard,
Kansas City, Missouri 64106
Item 2(c) Citizenship:
UMBFC is a corporation organized under the laws of the State of
Missouri, UMB is a national banking association chartered by the
United States and the DST ESOP is a trust organized in the
State of Missouri.
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 6 of 13 Pages
Item 2(d) Title of Class of Securities: common stock, par value $0.01 per
share (the "Common Stock").
Item 2(e) CUSIP Number: 233 326
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act (UMB)
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ X ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(DST ESOP)
(g) [ X ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
The DST ESOP may be deemed to beneficially own in excess of
5% of the Issuer's Common Stock and is filing this statement as a result
thereof. As trustee of the DST ESOP, UMB may have certain
dispositive powers over such shares and is filing this schedule as a
result of having such powers. UMBFC owns 100 percent of the
outstanding stock of UMB and is filing this statement solely as a result of
such stock ownership.
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 7 of 13 Pages
Item 4. Ownership.
The DST ESOP may be deemed to beneficially own certain shares of the
Issuer's Common Stock held by the DST ESOP. UMB serves as trustee of the
DST ESOP. The DST ESOP participants exercise voting and certain dispositive
powers over the shares of Common Stock held in the DST ESOP that are
allocated to their accounts as they have the right to direct the voting of
such shares and the tendering of such shares in response to a tender offer or
other offer. To the extent that participants in the DST ESOP do not give
voting instructions to UMB, as trustee of the DST ESOP, such shares of the
Issuer's Common Stock held by the DST ESOP are voted by the trustee in the
same proportions as shares for which the trustee has received instructions.
As of the date of this statement, certain shares of the Issuer's Common Stock
are allocated under the DST ESOP, and beneficial ownership is disclaimed as to
those shares. All unallocated DST ESOP shares are to be voted by the trustee
in the same proportions as allocated shares. The shares of the Issuer's
Common Stock held by the DST ESOP that are allocated to participants' accounts
are disposed of in response to a tender offer, exchange offer, or other offer
to purchase at the direction of the participants, but if disposition
instructions in response to such an offer are not given by the participants
in the DST ESOP to UMB, as trustee, then UMB, as trustee of the DST ESOP, will
dispose of such shares and all unallocated shares in the same proportion as
shares for which the trustee has received instructions.
Therefore, the DST ESOP may be deemed to beneficially own shares of the
Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 3,187,568. Beneficial ownership is
disclaimed as to all shares allocated to the accounts of
participants under the DST ESOP.
(b) Percent of Class: 6.5%
(c) Number of shares as to which the DST ESOP has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 8 of 13 Pages
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
3,187,568. Beneficial ownership is disclaimed as to shares
allocated to the accounts of participants under the DST
ESOP.
UMB may be deemed to beneficially own certain shares of the Issuer's
Common Stock including the shares of Common Stock held by the DST
ESOP and shares of Common Stock held in other capacities. As trustee,
UMB may be deemed to have shared dispositive power over the shares of
Common Stock held by the DST ESOP, although UMB disclaims
beneficial ownership over such shares that are allocated to the DST ESOP
participant's accounts. With respect to the shares of Common Stock held
in other capacities, UMB may also be deemed to have either sole or shared
voting power and/or either sole or dispositive power over certain of such
shares. With respect to shares of the Issuer's Common Stock held by
UMB in custodial and other capacities over which UMB has no voting or
dispositive power (either by itself or with others), UMB disclaims
beneficial ownership of such shares of Common Stock and has not
included such shares in this Schedule 13G.
Therefore, UMB may be deemed to beneficially own shares of the
Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 3,188,858. UMB disclaims beneficial
ownership of these shares, which are held as trustee under the
DST ESOP. This amount does not include 86,759 shares of the
Issuer's Common Stock held by UMB in custody accounts for
which UMB has no voting or dispositive power.
(b) Percent of Class: 6.5%
(c) Number of shares as to which UMB has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 1,290
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 9 of 13 Pages
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
3,188,858. UMB disclaims beneficial ownership in these
shares, 3,187,568 of which are held as trustee under the
DST ESOP.
UMBFC does not own of record any shares of the Issuer's Common
Stock and does not exercise or direct the exercise of any voting or
dispositive power over the shares of the Issuer's Common Stock reported
herein and is precluded by applicable law from directing the exercise of
such power over said shares of the Issuer's Common Stock held by UMB.
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
Although the DST ESOP participants generally have no direct
rights or powers with respect to dividends paid on or the proceeds from
the sale of shares of the Issuer's Common Stock held by the DST
ESOP, participants have the right to receive vested amounts
representing dividends on the shares allocated to their accounts and to
elect to receive cash from proceeds in their DST ESOP accounts upon
distribution thereof in accordance with the terms of the DST ESOP.
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company.
Information as to UMB, which is jointly filing this statement with
UMBFC, is presented above.
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 10 of 13 Pages
Item 9 Notice of Dissolution of Group.
Not Applicable.
Item 10 Certification.
See below.
(Remainder of page intentionally left blank.)
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 11 of 13 Pages
Signature
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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.
UMB Bank, n.a.
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
The Employee Stock Ownership Plan, for
employees of DST Systems, Inc.
By: UMB Bank, n.a., Trustee
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of the Schedule 13G to which this Exhibit is
attached with respect to the Common Stock, par value $0.01 per share, of
DST Systems, Inc., a Delaware corporation, and consent to this
Joint Filing Agreement being included as an Exhibit to such filing. In
evidence thereof the undersigned hereby execute this Agreement this 13th
day of February, 1998.
UMB Bank, n.a.
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
The Employee Stock Ownership Plan, for
employees of DST Systems, Inc.
By: UMB Bank, n.a., Trustee
Dated: February 13, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
