SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DST SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
0002333261
(CUSIP Number)
RICHARD P. BRUENING, ESQ.
114 West 11th Street
Kansas City, Missouri 64105
816-983-1370
816-983-1459 (facsimile)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 29, 1997
(Date of Event Which Requires Filing of This Statement)
<PAGE>
CUSIP NO.: 0002333261 Schedule 13D February 7, 1997
1) NAME OF REPORTING PERSON: Kansas City Southern Industries,
Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not
Applicable.
3) SEC USE ONLY:
4) SOURCE OF FUNDS: WC.
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E): Not Applicable.
6) PLACE OF ORGANIZATION: Delaware.
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
7) SOLE VOTING POWER: 20,224,026.
8) SHARED VOTING POWER: None.
9) SOLE DISPOSITIVE POWER: 20,224,026.
10) SHARED DISPOSITIVE POWER: None.
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
20,224,026 shares.
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: 80,470 shares beneficially owned by the directors and
executive officers of the Reporting Person.
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 40.9%.
14) TYPE OF REPORTING PERSON: CO.
<PAGE>
CUSIP NO.: 0002333261 Schedule 13D February 7, 1997
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this
Schedule relates is the common stock, $0.01 par value per
share (the "Common Stock"), of DST Systems, Inc., a
Delaware corporation (the "Issuer").
The principal executive office of the Issuer is 333
West 11th Street, Fifth Floor, Kansas City, Missouri
64105.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by Kansas City Southern
Industries, Inc., a Delaware corporation (the "Reporting
Person"). The principal executive office of the
Reporting Person is located at 114 West 11th Street,
Kansas City, Missouri 64105
The Reporting Person is a diversified holding
company with principal operations in rail transportation,
through its subsidiary The Kansas City Southern Railway
Company, and the financial asset management business.
Neither the Reporting Person nor any of its
directors or executive officers hereinafter listed has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
Neither the Reporting Person nor any of its
directors or executive officers hereinafter listed has,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to 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.
DIRECTORS AND EXECUTIVE OFFICERS
Each of the directors and executive officers of the
Reporting Person, whose names appear below, is a citizen
of the United States of America, other than Mr. Serrano,
who is a citizen of Mexico, and is principally employed
by the Reporting Person in the capacities shown, except
as otherwise indicated. The business address of such
directors and executive officers is 114 West 11th Street,
Kansas City, Missouri 64105.
Directors (excluding executive officers who are
directors)
A. Edward Allinson Executive Vice President, State
Street Bank and Trust Company
Chairman of the Board of Directors,
Boston Financial Data Services,
Inc.
Executive Vice President, State
Street Boston Corporation
Paul F. Balser Managing Partner, Generation Partners
James E. Barnes Chairman of the Board, President and
Chief Executive Officer of MAPCO,
Inc.
Michael G. Fitt Retired
Jose F. Serrano Chairman and Chief Executive Officer,
Transportacion Maritima Mexicana,
S.A. de C.V.
Morton I. Sosland Chairman, Sosland Companies, Inc.
Executive Officers
P.H. Henson Chairman of the Board
L.H. Rowland President and Chief Executive
Officer, Director
M.R. Haverty Executive Vice President, Director
T.H. Bailey Chairman of the Board, Chief
Executive Officer and President,
Janus Capital Corporation
P.S. Brown Vice President, Associate General
Counsel and Assistant Secretary
R.P. Bruening Vice President, General Counsel and
Corporate Secretary
D.R. Carpenter Vice President - Finance
A.P. McCarthy Vice President and Treasurer
J.D. Monello Vice President and Chief Financial
Officer
L.G. Van Horn Vice President and Comptroller
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person reduced its ownership in DST
through a primary and secondary public offering in
November 1995 of DST's common stock.
The shares of Common Stock purchased by the
Reporting Person were paid for from working capital. The
shares of Common Stock owned by the directors and
executive officers of the Reporting Person were purchased
with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person and its directors and executive
officers hold the Common Stock for investment purposes,
but each reserves the right to exercise any and all
rights and privileges as stockholders of the Issuer in a
manner consistent with the Reporting Person's or its
directors' and executive officers' own best interests, to
purchase or sell the Common Stock or other securities of
the Issuer, and to communicate with management of the
Issuer, other stockholders of the Issuer or others and/or
to participate, alone or with others, in various plans,
proposals or transactions respecting the Issuer or the
Reporting Person's or its directors' and officers' Common
Stock.
Except as set forth in this Schedule, the Reporting
Person and its directors and executive officers have no
present plans or intentions that 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, the Reporting Person
and its directors and executive officers reserve the
right to change their intentions with respect to such
matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
REPORTING PERSON
(a) The responses to Items 11 and 13 of the inside cover page
of this Schedule 13D are hereby incorporated by reference
in response to paragraph (a) of this Item 5. The
percentage of the outstanding Common Stock was calculated
based upon the shares shown outstanding on the Issuer's
Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The responses to Items 7, 8, 9 and 10 of the inside cover
page of this Schedule 13D are hereby incorporated by
reference in response to paragraph (b) of this Item 5.
(c) The Reporting Person has had the following transactions
in the Common Stock during the 60 days prior to the date
of this Schedule:
1. On January 29, 1997, the Reporting Person purchased
27,534 shares in a private transaction for $32.6875
per share.
The Reporting Person has not had any other transactions
in the Common Stock during the last 60 days.
(d) No person, other than the Reporting Person, has the right
to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, the
Common Stock.
(e) Not applicable.
<TABLE>
<CAPTION> DIRECTORS AND EXECUTIVE OFFICERS
Name Total Percent Voting Power Dispositive Power
Owned of Class Sole Shared Sole Shared
<S> <C> <C> <C> <C> <C> <C>
Directors (excluding executive officers who are not directors)
Allinson 11,000 <F1> 11,000 0 11,000 0
Balser 12,500 <F1> 12,500 0 12,500 0
Barnes 0 <F1> 0 0 0 0
Fitt 9,000 <F1> 9,000 0 9,000 0
Serrano 0 <F1> 0 0 0 0
Sosland 9,100 <F1> 1,000 8,100 1,000 8,100
Executive Officers
Henson 10,000 <F1> 10,000 0 10,000 0
Rowland 20,070 <F1> 20,070 0 20,070 0
Haverty 5,000 <F1> 5,000 0 5,000 0
Bailey 0 <F1> 0 0 0 0
Brown 0 <F1> 0 0 0 0
Bruening 1,000 <F1> 1,000 0 1,000 0
Carpenter 1,000 <F1> 500 500 500 500
McCarthy 500 <F1> 0 500 0 500
Monello 1,000 <F1> 1,000 0 1,000 0
Van Horn 300 <F1> 300 0 300 0
<FN>
<F1> Less than one percent.
</FN>
</TABLE>
None of the above named directors or executive
officers have had any transactions in the Common Stock
during the 60 days prior to the date of this Schedule.
No person, other than the respective directors or
executive officers, has the right to receive or the power
to direct the receipt of dividends from, or the proceeds
of the sale of, the Common Stock beneficially owned by
such director or officer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person and its directors and executive
officers 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.
SIGNATURE
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.
DATE: March 24, 1997
SIGNATURE: /s/ Richard P. Bruening
Vice President, General Counsel and
Corporate Secretary
