UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
First of Michigan Capital Corporation
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
233326 10 7
(CUSIP Number)
Copy to:
Robert C. Canfield, Esq. John F. Marvin, Esq.
DST Systems, Inc. Watson & Marshall,L.C.
1055 Broadway, 9th Floor 1010 Grand Avenue, Suite 500
Kansas City, Missouri 64105 Kansas City, Missouri 64106
(816) 435-1000 (816) 842-3132
FAX: (816) 435-8630 FAX: (816) 842-1247
(Name, Address and Telephone Number of Persons Authorized
to receive Notices and Communications)
June 18, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box. [ ]
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SCHEDULE 13D
1. Name Of Reporting Person
Social Security No. or I.R.S. Identification No. Of Above Person:
DST Systems, Inc.
2. Check The Appropriate Box If A Member Of A Group:(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds: WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) or 2(e) [ ]
6. Citizenship Or Place Of Organization: Delaware
7. Sole Voting Power: 675,422
8. Shared Voting Power: ----
9. Sole Dispositive Power: 675,422
10. Shared Dispositive Power: ----
11. Aggregate Amount Beneficially Owned By Each Reporting Person: 675,422
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ]
13. Percent Of Class Represented By Amount In Row (11) 25.6
14. Type Of Reporting Person: CO
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AMENDMENT NO. 17 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
This Amendment No. 17 to Schedule 13D is filed on behalf of DST
Systems, Inc., ("DST") to reflect recent developments in connection with
DST's ownership of the common stock, $.10 par value (the "Common Stock"),
of First of Michigan Capital Corporation (the "Issuer"). Reference is made
to the initial statement on Schedule 13D dated as of April 23, 1982 (the
"DST Statement") as amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9,
10, 11, 12, 13, 14, 15, and 16 thereto, dated May 26, 1982, August 6, 1982,
August 30, 1983, October 27, 1983, June 26, 1984, January 22, 1985, July 9,
1985, August 5, 1985, September 17, 1985, November 19, 1985, March 11,
1986, December 30, 1986, January 7, 1993, August 26, 1993, November 21,
1995, and April 10, 1996, respectively. The DST Statement is hereby
further amended and supplemented as follows:
Item 1. Security and Issuer.
The class of equity securities to which this Schedule relates is the
common stock, $0.10 par value per share ("Common Stock"), of First of
Michigan Capital Corporation, a Delaware corporation (the "Issuer"). The
principal executive office of the Issuer is 100 Renaissance Center, 26th
Floor, Detroit, Michigan 48243.
Item 2. Identity and Background.
This statement is being filed by DST Systems, Inc., a Delaware
corporation ("DST"). The address of the principal business and principal
office of DST is 1055 Broadway, Kansas City, Missouri 64105. DST Systems
Inc., a Missouri corporation, was reorganized into DST in August, 1995.
DST is a financial services corporation engaged directly, or through
its subsidiaries and joint ventures, in providing information processing
and computer software services and products primarily to mutual fund,
insurance providers, banks and other financial services organizations.
Kansas City Southern Industries, Inc., a Delaware corporation
("KCSI"), reduced its ownership in DST on October 31, 1995 through a
primary and secondary public offering of 25,300,000 shares of DST's common
stock. DST is no longer a wholly-owned subsidiary of KCSI, and KCSI
currently owns approximately 40 percent of DST. In addition, Messrs. A.
Edward Allinson and Michael G. Fitt, who are directors of DST, are also
directors of KCSI. DST has not entered into any agreements with respect to
its management or corporate policies with KCSI. The existence of
cumulative voting and the exemption of KCSI from DST's Stockholders' Rights
Plan provide KCSI with the potential to effectively control the corporate
governance of DST. However, KCSI disclaims control of DST and beneficial
ownership of the Issuer's Common Stock as a result of its stock ownership
in DST.
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Neither DST nor any of its respective officers or directors
hereinafter listed has during the last five years been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors),
nor been a party to any civil proceeding of a judicial or administrative
body resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
Each of the officers and directors whose names and business addresses
appear below is a U.S. citizen and is principally employed by DST or its
affiliates in the capacities shown, except as indicated otherwise. Where
no other address is shown below, the business address of the officers and
directors of DST is 1055 Broadway, Kansas City, Missouri 64105.
DST Executive Officers
Name Office
Thomas A. McDonnell President/Chief Executive Officer
Thomas A. McCullough Executive Vice President
Morton B. Comer Senior Vice President
Robert C. Canfield Senior Vice President/General Counsel/Secretary
James P. Horan Chief Information Officer
Kenneth V. Hager Vice President/Chief Financial Officer/Treasurer
Charles W. Schellhorn President, Output Technologies, Inc.
Michael A. Waterford Group Vice President
Robert L. Tritt Group Vice President
John W. McBride Group Vice President
J. Philip Kirk, Jr. Vice President
Joan J. Horan Vice President
John T. O'Neal Vice President
James H. Reinert Vice President
John J. Faucett Controller
Michael Winn DST International Limited, United Kingdom-Manager,
not a U.S. citizen
DST Directors
Name Office
Thomas A. McDonnell President/Chief Executive Officer of DST Systems,Inc.
Thomas A. McCullough Executive Vice President of DST Systems, Inc.
A. Edward Allinson Chairman of the Board of Boston Financial Data Services
Executive Vice President of State Street Bank and Trust
Company
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Michael G. Fitt Retired
M. Jeannine Strandjord Senior Vice President and Treasurer of
Sprint Corporation
William C. Nelson Chairman of the Board, Chief Executive Officer and
President of Boatmen's First National Bank of Kansas
City
Item 3. Source and Amount of Funds or Other Consideration.
The total purchase price for the shares of the Issuer's Common Stock
acquired by DST and reported below under Item 5 were financed from the
working capital of DST.
Item 4. Purpose of Transaction.
DST has a contractual arrangement with an employee holding 25,000
shares of Common Stock to convey to DST all or a portion of such shares
upon termination of such employee's employment under certain conditions.
DST continues to hold the Common Stock for investment purposes, but
reserves the right to exercise any and all rights and privileges as a
stockholder of the Issuer in a manner consistent with its own best
interests, to purchase or sell the Common Stock or other securities of the
Issuer, and to communicate with management, stockholders of the Issuer or
others and/or to participate, alone or with others, in various plans,
proposals or transactions respecting the Issuer or its securities.
Except as set forth in this schedule herein, DST has no present plans
or intentions which relate to or would result in any of the events
described in paragraphs (a) through (j) of Item 4 of the instructions to
Schedule 13D. However, as previously noted, DST reserves the right to
change its intentions with respect to such matters.
Item 5. Interest in Securities of the Issuer.
Items 7, 8, 9, 10, 11 and 13 of the inside cover page of Schedule 13D
are hereby incorporated by reference in response to this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
DST currently has no contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete
and correct.
Dated as of June 18, 1996.
DST SYSTEMS, INC.
By: /s/ Robert C. Canfield
Robert C. Canfield
Senior Vice President, General Counsel
and Secretary
