SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
0002333261
(CUSIP Number)
RICHARD P. BRUENING, ESQ.
114 West 11th Street
Kansas City, Missouri 64105
816-983-1490
816-983-1459 (facsimile)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
OCTOBER 30, 1998
(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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* This amends Items 6 and 7 of the Schedule 13D, filed by the
Reporting Person on March 26, 1997, as amended September 14,
1998. All other information remains unchanged in all material
respects.
<PAGE>
CUSIP NO.: 0002333261 Schedule 13D November 12, 1998
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Issuer has entered into an Agreement and Plan of Merger with
USCS International, Inc., dated as of September 2, 1998 (the
"Merger Agreement"). In connection with the Merger Agreement,
the Reporting Person has entered into a Stockholder Agreement
with the Issuer, dated as of September 2, 1998, as amended
October 30, 1998 (the "Stockholder Agreement"), to vote all of
the shares of the Issuer owned by the Reporting Person in favor
of the Merger, the adoption of the Merger Agreement and the
approval of the terms thereof. To avoid any possible adverse
effect upon the intended "pooling of interest" accounting for the
Merger resulting from the timing of the Reporting Person's
contemplated spin-off of its financial asset management business
(previously announced), limited restrictions on the timing of the
spin-off were also agreed to, which, if invoked, could delay the
spin-off during a period of 30 days prior to, and up to 60 days
following, completion of the Merger. At the request of the
Issuer to accommodate the possibility of a closing of the Merger
after December 1, 1998 but on or before December 31, 1998, the
Reporting Person has agreed to a modification of the Stockholder
Agreement to provide that the spin-off would be delayed to no
earlier than February 15, 1999 if the closing of the Merger is
after December 1, 1998 but on or before December 31, 1998, all in
accordance with the terms and conditions of the Stockholder
Agreement, as amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The first amendment dated October 30, 1998 to the
Stockholder Agreement by and between Kansas City Southern
Industries, Inc. and DST Systems, Inc., dated as of September 2,
1998, attached hereto as Exhibit 99.2.
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: November 12, 1998 KANSAS CITY SOUTHERN
INDUSTRIES, INC.
by: /s/ Louis G. Van Horn
-----------------------
Vice President and
Comptroller
October 29, 1998
Kansas City Southern Industries, Inc.
114 West 11th Street
Kansas City, MO 64105
Attn: Danny R. Carpenter
Re: Stockholder Agreement dated September 2, 1998
Gentlemen:
This letter confirms our understanding regarding a
modification in the Stockholder Agreement dated September 2, 1998
between Kansas City Southern Industries, Inc. ("KCSI") and DST
Systems, Inc. ("DST"). Capitalized terms used in this letter
shall have the meanings set forth in the Agreement.
DST and KCSI have agreed that, if the Closing Date of the
Merger occurs after December 1, 1998 and on or before
December 31, 1998, the period referred to in Section 4(a) of the
Agreement will extend at least through February 15, 1999,
notwithstanding any other provision of the Agreement to the
contrary.
If this letter accurately sets forth our understanding,
please sign a copy as indicated below and return a signed copy to
me.
Sincerely,
/s/ Bob Canfield
Robert C. Canfield
Senior Vice President
and General Counsel
Confirmed and Agreed
Kansas City Southern Industries, Inc.
By /s/ Landon H. Rowland
Date: 10/30/98
