SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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. 3 to the Schedule 13G, as last
amended February 13, 1998, 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 10 Pages
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CUSIP NO. 233 326 SCHEDULE 13G Page 2 of 10 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: 900. UMB disclaims beneficial ownership of
these shares.
6. Shared Voting Power: 300. UMB disclaims beneficial ownership of
these shares.
7. Sole Dispositive Power: 900. UMB disclaims beneficial ownership of
these shares.
8. Shared Dispositive Power: 2,816,751. UMB disclaims beneficial
ownership of these shares, which include 2,816,451 shares which are held as
trustee of the DST ESOP.
9. Aggregate Amount Beneficially Owned by UMB: 2,817,651. UMB
disclaims beneficial ownership of these shares, 2,816,451 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 103,701 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: 4.4%
12. Type of Reporting Person: BK
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CUSIP NO. 233 326 SCHEDULE 13G Page 3 of 10 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 2,921,352 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
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CUSIP NO. 233 326 SCHEDULE 13G Page 4 of 10 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: 2,816,451. Beneficial ownership is
disclaimed as to the 2,816,451 shares held on behalf of the DST ESOP.
9. Aggregate Amount Beneficially Owned by DST ESOP: 2,816,451.
Beneficial ownership is disclaimed as to the 2,816,451 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: 4.4%
12. Type of Reporting Person: EP
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CUSIP NO. 233 326 Page 5 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3
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.
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CUSIP NO. 233 326 SCHEDULE 13G Page 6 of 10 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)
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CUSIP NO. 233 326 SCHEDULE 13G Page 7 of 10 Pages
Item 4. Ownership.
Not applicable.
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that, as of the date hereof,
the reporting persons have ceased to be beneficial owners of more than 5% of the
class of securities, check the following [X].
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Not applicable.
Item 10 Certification.
See below.
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CUSIP NO. 233 326 SCHEDULE 13G Page 8 of 10 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 have 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 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 16, 1999 By_________________________
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 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 233 326 SCHEDULE 13G Page 9 of 10 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
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CUSIP NO. 233 326 SCHEDULE 13G Page 10 of 10 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 16th day of February, 1999.
UMB Bank, n.a.
Dated: February 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 16, 1998 By_________________________
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 16, 1999 By_________________________
David D. Miller,
Executive Vice President
and Corporate Secretary
