SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
DST SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1581814
(State of Incorporation) (I.R.S. Employer Identification No.)
1055 Broadway, Kansas City, Missouri 64105
(Address of Principal Executive Office)
DST SYSTEMS, INC. 1995 STOCK OPTION AND PERFORMANCE AWARD PLAN
(Full title of the plan)
ROBERT C. CANFIELD, ESQ.
Senior Vice President, General Counsel and Secretary
DST Systems, Inc.
1055 Broadway
Kansas City, Missouri 64105
(816) 435-6568
(Name, address and telephone number of agent for service)
Copy to:
JOHN F. MARVIN, ESQ.
DIANE M. BONO, ESQ.
Watson & Marshall L.C.
1010 Grand Avenue
Kansas City, Missouri 64106-2271
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed Proposed Amount of
securities to to be maximum maximum registration
be registered registered <F1> offering aggregate fee <F2>
price per offering
share price
<S> <C> <C> <C> <C>
Common Stock
$0.01 par
value 2,238,800 <F2> $21.00 $47,014,800.00 $16,213
16,000 <F2> $32.69 $523,040.00 $181
29,500 <F2> $35.5625 $1,049,093.75 $362
16,000 <F2> $35.3125 $565,000.00 $195
3,699,700 <F2> $34.6875 $128,333,343.75 $44,254
$177,485,277.50 $61,205
<FN>
<F1>
Also registered hereunder are an indeterminate number of additional
shares that may be necessary to adjust the number of shares issuable
pursuant to the DST Systems, Inc. 1995 Stock Option and Performance
Award Plan as the result of any stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Company.
<F2>
The amount of the registration fee is estimated in accordance with Rule
457(h). It was assumed that 2,238,800 shares, as to which options have
been granted and have not been cancelled or otherwise forfeited, would
be purchased at the option price specified for such shares of $21.00 per
share. It was assumed that 16,000 shares, as to which options have been
granted, would be purchased at the option price specified for such
shares of $32.69 per share. It was assumed that 29,500 shares, as to
which options have been granted, would be purchased at the option price
specified for such shares of $35.5625 per share. It was assumed that
16,000 shares, as to which options have been granted, would be purchased
at the option price specified for such shares of $35.3125 per share.
The price per share of 3,699,700 shares, which have not been issued or
granted under the DST Systems, Inc. 1995 Stock Option and Performance
Award Plan is estimated to be $34.6875 (the average of the high and low
prices of the Registrant's Common Stock on May 16, 1996, as reported by
the New York Stock Exchange).
</FN>
</TABLE>
The index to Exhibits is on page 10.
Page 1 of 28
<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by DST Systems, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1995 (Commission File No. 1-14036);
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996 (Commission File No. 1-14036);
(c) Current Reports on Form 8-K dated January 25, 1996, March 15,
1996, April 23, 1996 and April 30, 1996 (Commission File No.
1-14036);
(d) The description of Common Stock contained in the Company's
Registration Statement No. 1-14036, filed on October 30, 1995,
pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended, and in the Company's Registration Statement on
Form S-1 (Registration No. 33-96526), filed with the
Securities and Exchange Commission, as amended, including a
prospectus dated October 31, 1995 filed pursuant to Rule
424(b) which description is incorporated by reference in
Registration Statement No. 1-14036.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Corporation Law") provides that a Delaware corporation
may indemnify directors and officers and certain other individuals
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such
person in connection with any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the
corporation) in which such person is involved because such person is a
director or officer of the corporation, if such person acted in good
faith and in a manner that such person reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. No indemnification shall be made to
an officer or director or other qualified individual if such person
shall have been adjudged to be liable to the corporation unless such
person acted in good faith and in a manner that such person reasonably
believed to be in or not opposed to the best interests of the
corporation and only to the extent the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought,
determines that despite the adjudication of liability such person is
fairly and reasonably entitled to such indemnification. If such person
is successful on the merits or otherwise in defense of any action, then
Section 145 provides that such person shall be indemnified against
expenses including attorneys' fees actually and reasonably incurred by
that person in connection therewith. Section 102(b)(7) of the Delaware
Corporation Law provides that the liability of a director may not be
limited or eliminated for the breach of such director's duty of loyalty
to the corporation or its stockholders, for such director's intentional
acts or omissions not in good faith, for such director's concurrence in
or vote for an unlawful payment of a dividend or unlawful stock purchase
or redemption or for any improper personal benefit derived by the
director from any transaction.
The Company's certificate of incorporation provides that the
directors and officers of the Company shall be indemnified to the
maximum extent permitted by law against expenses incurred by such
individuals in defending a civil or criminal action, suit or proceeding,
and such expenses shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it is ultimately determined that the director or officer is
not entitled to be indemnified by the Company as authorized by the
Delaware Corporation Law. The foregoing right of indemnification and
advancement of expenses is not exclusive of any other rights of
indemnification and advancement of expenses to which any such individual
may be entitled by bylaw, agreement, vote of stockholders or
disinterested directors or otherwise. The Company's bylaws provide that
except as indicated in its certificate of incorporation, the Company may
indemnify any director, officer, employee or agent of the Company
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed legal
proceeding, other than an action by or in the right of the Company, in
which such person is involved because such person is a director,
officer, employee or agent of the Company if such person acted in good
faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Company, and with respect to any
criminal action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful. The bylaws further provide that except
as indicated in the certificate of incorporation, the Company may
indemnify its directors, officers, employees or agents against expenses,
including attorneys' fees, and amounts paid in settlement, actually and
reasonably incurred by such person in connection with defense or
settlement of any threatened, pending or completed action or suit by or
in the right of the Company if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the
best interests of the Company; except that no indemnification shall be
made in respect to any claim, issue or matter as to which such person
shall have been adjudged liable to the Company unless the court in which
the action or suit was brought determines that such person is fairly and
reasonably entitled to such indemnification. If such individuals are
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the Company's bylaws or in the defense of any
claim, issue or matter therein, such individuals shall be indemnified.
Such expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding as authorized by the
Company's board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent
to repay such amount unless it is ultimately determined that such person
is entitled to be indemnified by the Company as authorized in the
Company's bylaws. The foregoing indemnification is not exclusive of any
other rights to which those seeking indemnification may be entitled
under any agreement, vote of the stockholders or disinterested directors
or otherwise, both as to the action in such person's official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such person.
The Company maintains a policy of insurance under which the insurer
will, subject to certain conditions, defend the directors and officers
of the Company against and indemnify them from any liability incurred in
their capacities as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits is on page 10 below. All exhibits
incorporated by reference are incorporated pursuant to Rule 12b-32.
(4) Instruments defining the rights of security holders, including
indentures.
Article FOURTH of the Company's Certificate of Incorporation,
which is attached as Exhibit 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-96526, incorporated by
reference as Exhibit 4.1 hereto.
Registration Rights Agreement dated October 24, 1995 between
the Company and Kansas City Southern Industries, Inc., which
is attached as Exhibit 4.1 to the Company's Registration
Statement on Form S-1, File No. 33-96526, incorporated by
reference as Exhibit 4.2 hereto.
Registration Rights Agreement dated October 31, 1995 between
the Company and UMB Bank, N.A., as Trustee under the Employee
Stock Ownership Plan (1995 Restatement) is attached hereto as
Exhibit 4.3.
Rights Agreement dated October 6, 1995 between the Company and
State Street Bank and Trust Company, which is attached as
Exhibit 4.4 to the Company's Registration Statement on Form S-
1, File No. 33-96526, incorporated by reference as Exhibit 4.4
hereto.
(5) Opinion re legality.
The opinion of the Registrant's counsel, including its
consent, is attached hereto as Exhibit 5.
(15) Letter re unaudited interim financial information.
Not applicable.
(23) Consents of experts and counsel.
The consent of the Registrant's independent accountants is
attached hereto as Exhibit 23.1.
The consent of the Registrant's counsel is included in the
counsel's opinion attached hereto as Exhibit 5.
(24) Power of attorney.
The power of attorney from the directors and certain officers
is set forth on the signature page.
(28) Information from reports filed with state insurance regulatory
authorities.
Not applicable.
(99) Additional exhibits.
The DST Systems, Inc. 1995 Stock Option and Performance Award
Plan, which is attached as Exhibit 10.3 to the Company's
Registration Statement on Form S-1, File No. 33-96526,
incorporated by reference as Exhibit 99 hereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City,
State of Missouri, on May 21, 1996.
DST SYSTEMS, INC.
Registrant
By /s/ Thomas A. McDonnell
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints each of Thomas A. McDonnell, Robert C. Canfield and Kenneth V.
Hager as such person's true and lawful attorney-in-fact and agent, each
acting alone, with full power of substitution and resubstitution, for
and in such person's name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact
and agents, each acting alone, full power and authority to do and
perform each and every act and thing required and necessary to be done
in and about the premises, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, each acting alone, or such
person's substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature and Name Capacity Date
<S> <C> <C>
/s/ Thomas A. McDonnell President, Chief May 21, 1996
Thomas A. McDonnell Executive Officer, Director
(Principal Executive Officer)
/s/ Kenneth V. Hager Vice President, Chief May 21, 1996
Kenneth V. Hager Financial Officer and Treasurer
(Principal Financial Officer)
/s/ John J. Faucett Controller May 21, 1996
John J. Faucett
/s/ A. Edward Allinson Director May 21, 1996
A. Edward Allinson
/s/ Michael G. Fitt Director May 21, 1996
Michael G. Fitt
/s/ Thomas A. McCullough Director May 21, 1996
Thomas A. McCullough
/s/ William C. Nelson Director May 21, 1996
William C. Nelson
/s/ M. Jeannine Strandjord Director May 21, 1996
M. Jeannine Strandjord
</TABLE>
<TABLE>
Index to Exhibits
<CAPTION>
Sequential
Exhibit Document P a g e
Number
<S> <C> <C>
4.1 Article FOURTH of the Company's Certificate of
Incorporation, attached as Exhibit 3.1 to the
Company's Registration Statement on Form S-1,
File No. 33-96526 and incorporated herein by reference
4.2 Registration Rights Agreement dated October 24, 1995
between the Company and Kansas City Southern
Industries, Inc., attached as Exhibit 4.1 to the
Company's Registration Statement on Form S-1,
File No. 33-96526 and incorporated herein by reference
4.3 Registration Rights Agreement dated October 31, 1995 11
between the Company and UMB Bank, N.A., as
Trustee under the Employee Stock Ownership Plan
(1995 Restatement)
4.4 Rights Agreement dated October 6, 1995 between the
Company and State Street Bank and Trust Company,
attached as Exhibit 4.4 to the Company's Registration
Statement on Form S-1, File No. 33-96526 and
incorporated herein by reference
5 Opinion of Watson & Marshall L.C. (including 25
consent)
23.1 Consent of Price Waterhouse LLP 28
23.2 Consent of Watson & Marshall L.C. (included in
Exhibit 5)
24 Power of Attorney (included on signature page)
99 DST Systems, Inc. 1995 Stock Option and Performance
Award Plan, attached as Exhibit 10.3 to the Company's
Registration Statement on Form S-1, File No. 33-96526
and incorporated herein by reference
</TABLE>
Exhibit 4.3
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), is made as of
October 31, 1995, between UMB Bank, N.A. as Trustee (the "Trustee") of
the trust fund established under the Employee Stock Ownership Plan (1995
Restatement) ("ESOP") and DST Systems, Inc., a Delaware corporation (the
"Company").
WHEREAS, the Trustee will acquire shares of the Company's issued
and outstanding shares of common stock, par value $.01 per share
("Common Stock") pursuant to a Stock Exchange Agreement, dated October
26, 1995.
WHEREAS, the parties hereto desire to enter into this Agreement
which sets forth the terms of certain registration rights applicable to
the Registrable Securities (as defined below).
NOW, THEREFORE, upon the premises and the mutual promises herein
contained, and for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:
1. Certain Definitions. As used in this Agreement, the following
terms shall have the following meanings:
(a) "Affiliate" means, with respect to any person, any
other person who, directly or indirectly, is in control of, is
controlled by or is under common control with the former person.
(b) "Registrable Securities" means the 4,253,508 shares
of the Common Stock (as currently constituted) to be acquired by the
Trustee pursuant to the Stock Exchange Agreement (the "ESOP Stock"), any
stock or other securities into which or for which the ESOP Stock may
hereafter be changed, converted or exchanged, and any other securities
issued to holders of such Common Stock (or such shares into which or for
which such shares are so changed, converted or exchanged) upon any
reclassification, share combination, share subdivision, share dividend,
merger, consolidation or similar transactions or events, provided that
any such securities shall cease to be Registrable Securities (i) if a
registration statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall
have been disposed of in accordance with the plan of distribution set
forth in such registration statement, (ii) such securities shall have
been distributed pursuant to Rule 144 or the Trustee otherwise transfers
or disposes of such securities, or (iii) at any time the ESOP ceases to
hold any of the Registrable Securities, and at all times thereafter.
(c) "Registration Expenses" means all reasonable
expenses in connection with any registration of securities pursuant to
this Agreement including, without limitation, the following: (i) SEC
filing fees; (ii) the fees, disbursements and expenses of the Company's
counsel(s) and accountants in connection with the registration of the
Registrable Securities to be disposed of under the Securities Act; (iii)
all expenses in connection with the preparation, printing and filing of
the registration statement, any preliminary prospectus or final
prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Trustee, underwriters and dealers
and all expenses incidental to delivery of the Registrable Securities;
(iv) the cost of producing blue sky or legal investment memoranda; (v)
all expenses in connection with the qualification of the Registrable
Securities to be disposed of for offering and sale, under state
securities laws, including the fees and disbursements of counsel for the
underwriters or the Trustee in connection with such qualification and in
connection with any blue sky and legal investments surveys; (vi) the
filing fees incident to securing any required review by the New York
Stock Exchange of the terms of the sale of the Registrable Securities to
be disposed of; (vii) transfer agents', depositaries' and registrars'
fees and the fees of any other agent appointed in connection with such
offering; (viii) all security engraving and security printing expenses,
(ix) all fees and expenses payable in connection with the listing of the
Registrable Securities on each securities exchange or inter-dealer
quotation system on which a class of common equity securities of the
Company is then listed, (x) the salaries (based on a per diem
allocation) and expenses (to the extent not reimbursed by the
underwriters) of officers making road show presentations and holding
meetings with potential investors to facilitate the distribution and
sale of Registrable Securities and other out-of-pocket expenses of the
Company related thereto, but salaries shall be deemed a Registration
Expense if and only to the extent such road show presentations and
meetings are made or held on more than five business days in the
aggregate with respect to any one registration (and then only if earned
or incurred in respect of such days in excess of five business days),
(xi) the pro rated salaries and expenses of in-house attorneys
performing legal services to the extent such services would otherwise be
performed by outside counsel, (xii) courier, overnight delivery, word
processing and duplication expenses, (xiii) any one-time payment for
directors and officers insurance directly related to such offering,
provided the insurer provides a separate statement for such payment, and
(xiv) underwriters discounts and commissions relating to Registrable
Securities.
(d) "Rule 144" means Rule 144 promulgated under the
Securities Act, or any successor rule to similar effect.
(e) "SEC" means the United States Securities and
Exchange Commission.
(f) "Securities Act" means the Securities Act of 1933,
as amended, or any successor statute.
(g) "Termination Date" means the earlier of (a) the date
on which the Trustee no longer owns any Registrable Securities or (b)
the date on which the last of the Maximum Permitted Registrations (as
defined in Section 2(e)) is completed, on which date this Agreement will
terminate and be of no further force or effect, except that the
provisions of Section 7 shall survive the termination of this Agreement.
2. Demand Registration.
(a) Until the Termination Date, upon written notice from
the Trustee in the manner set forth in Section 10(h) hereof requesting
that the Company effect the registration under the Securities Act of any
or all of the Registrable Securities held by the Trustee, which notice
shall specify the intended method or methods of disposition of such
Registrable Securities, the Company shall use reasonable efforts to
effect, in the manner set forth in Section 4, the registration under the
Securities Act of such Registrable Securities for disposition in
accordance with the intended method or methods of disposition stated in
such request, provided that:
(i) if, within 20 business days of receipt of a
registration request pursuant to this Section 2(a), the
Company is advised in writing (with a copy to the Trustee) by
the managing underwriter of the proposed offering described
below that, in such firm's good faith opinion, a registration
at the time and on the terms requested would materially and
adversely affect any immediately planned offering of
securities by the Company that had been contemplated by the
Company prior to receipt of notice requesting registration
pursuant to this Section 2(a) (a "Transaction Blackout"), the
Company shall not be required to effect a registration
pursuant to this Section 2(a) until the earliest of (A) the
abandonment of such offering, (B) 90 days after the completion
of such offering, (C) the termination of any "hold back"
period obtained by the underwriter(s) of such offering from
any person in connection therewith or (D) 210 days after
receipt by the Trustee of the managing underwriter's written
opinion referred to above in this subsection (i));
(ii) if, while a registration request is pending
pursuant to this Section 2(a), the Company has determined in
good faith that (A) the filing of a registration statement
would require the disclosure of material information that the
Company has a bona fide business purpose for preserving as
confidential or (B) the Company then is unable to comply with
SEC requirements applicable to the requested registration, the
Company shall not be required to effect a registration
pursuant to this Section 2(a) until the earlier of (1) the
date upon which such material information is otherwise
disclosed to the public or ceases to be material or the
Company is able to so comply with applicable SEC requirements,
as the case may be, or (2) 45 days after the Company makes
such good-faith determination, provided that the Company shall
not be permitted to delay a requested registration in reliance
on this clause (ii) more than once in any 24-month period;
(iii) the Company shall not be obligated to file a
registration statement relating to a registration request
pursuant to this Section 2(a): (A) within a period of 12
months after the effective date of any other registration
statement of the Company demanded pursuant to this Section
2(a); or (B) if such registration request is for a number of
Registrable Securities having a market value at the time of
the request less than $10,000,000 (unless the demand is for
all outstanding Registrable Securities); and
(iv) the Company shall have the right to defer the
filing of a registration statement relating to a registration
request pursuant to this Section 2(a) for a period of 90 days
from such request, if the Board of Directors determines in its
good faith judgment that it would not be in the best interests
of the Company and its stockholders for such registration to
be filed and the Company furnishes to the Trustee a
certificate to this effect; provided that the Company may not
utilize the right set forth in this Section 2(a)(iv) more than
once in any twelve-month period.
(b) Notwithstanding any other provision of this
Agreement to the contrary
(i) a registration requested by the Trustee
pursuant to this Section 2 shall not be deemed to have been
effected (and, therefore, not requested for purposes of
subsection 2(a)), (A) unless the registration statement filed
in connection therewith has become effective, (B) if after it
has become effective such registration is interfered with by
any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court for any reason
other than a misrepresentation or an omission by the Trustee
and, as a result thereof, not less than 90% of the Registrable
Securities requested to be registered cannot be completely
distributed in accordance with the plan of distribution set
forth in the related registration statement or (C) if the
conditions to closing specified in the purchase agreement or
underwriting agreement entered into in connection with such
registration are not satisfied (other than by reason of some
act or omission by the Trustee) or waived by the underwriters;
(ii) a registration requested by the Trustee
pursuant to this Section 2 and later withdrawn at the request
of the Trustee shall be deemed to have been effected (and,
therefore, requested for purposes of Section 2(a)), whether
withdrawn by the Trustee prior to or after the effectiveness
of such requested registration, except that if such request is
withdrawn by the Trustee prior to the filing of a registration
statement with the SEC, the Trustee can require the Company to
disregard for purposes of Section 2(a)(iii) one such requested
registration in any twelve month period; and
(iii) nothing herein shall modify the Trustee's
obligation to pay the Registration Expenses incurred in
connection with any withdrawn registration.
(c) In the event that any registration pursuant to this
Section 2 shall involve, in whole or in part, an underwritten offering,
the Company shall have the right to designate an underwriter reasonably
satisfactory to the Trustee as the lead managing underwriter of such
underwritten offering.
(d) The Company shall have the right to cause the
registration of additional securities for sale for the account of any
person (including the Company) in any registration of Registrable
Securities requested by the Trustee pursuant to Section 2(a); provided
that the Company shall not have the right to cause the registration of
such additional securities if the Trustee is advised in writing (with a
copy to the Company) by the managing underwriter that, in such firm's
good faith opinion, registration of such additional securities would
materially and adversely affect the offering and sale of the Registrable
Securities then contemplated by the Trustee.
(e) Notwithstanding the provisions of this Section 2, in
no event shall the Company be required to file a registration statement
to register Registrable Securities under this Section 2, more than 1
time in any 12 month period, and no more than 3 times in the aggregate
(the "Maximum Permitted Registrations").
3. Expenses. The Trustee agrees to pay all Registration Expenses
with respect to an offering pursuant to Section 2 hereof, except to the
extent the Company causes shares to be registered for itself or another
party pursuant to Section 2(d), in which event the Company or such other
party shall pay the pro rata expenses of including such shares in the
offering based on the number of shares to be registered. All
Registration Expenses to be paid by the Trustee shall be paid within 30
days of the delivery of a statement, such statements to be delivered not
more frequently than once every 30 days.
4. Registration and Qualification. If and whenever the Company
is required to use reasonable efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Section 2
hereof, the Company, subject to Section 3 hereof, shall:
(a) prepare and file a registration statement under the
Securities Act relating to the Registrable Securities to be offered as
soon as practicable, but in no event later than 45 days (60 days if the
applicable registration form is other than Form S-3) after the date
notice is given, and use its reasonable efforts to cause the same to
become effective within 90 days after the date notice is given (120 days
if the applicable registration form is other than Form S-3);
(b) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for 60 days (or, in the case of an underwritten
offering, such shorter time period as the underwriters may require);
(c) furnish to the Trustee and to any underwriter of
such Registrable Securities such number of conformed copies of such
registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the
prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus), in conformity with
the requirements of the Securities Act, and such other documents, as the
Trustee or such underwriter may reasonably request in order to
facilitate the public sale of the Registrable Securities, and a copy of
any and all transmittal letters or other correspondence to, or received
from, the SEC or any other governmental agency or self-regulatory body
or other body having jurisdiction (including any domestic or foreign
securities exchange) relating to such offering;
(d) use reasonable efforts to register or qualify all
Registrable Securities covered by such registration statement under the
securities or blue sky laws of such jurisdictions as the Trustee or any
underwriter of such Registrable Securities shall request, and use its
best efforts to obtain all appropriate registrations, permits and
consents required in connection therewith, and do any and all other acts
and things which may be necessary or advisable to enable the Trustee or
any such underwriter to consummate the disposition in such jurisdictions
of its Registrable Securities covered by such registration statement;
provided that the Company shall not for any such purpose be required to
register or qualify generally to do business as a foreign corporation in
any jurisdiction wherein it is not so qualified, or to subject itself to
taxation in any such jurisdiction, or to consent to general service of
process in any such jurisdiction;
(e) (i) use reasonable efforts to furnish an opinion of
counsel for the Company addressed to the underwriters and the Trustee
and dated the date of the closing under the underwriting agreement (if
any) (or if such offering is not underwritten, dated the effective date
of the registration statement), and (ii) use reasonable efforts to
furnish a "cold comfort" letter addressed to the Trustee, if permissible
under applicable accounting practices, and signed by the independent
public accountants who have audited the Company's financial statements
included in such registration statement, in each such case covering
substantially the same matters with respect to such registration
statement (and the prospectus included therein) as are customarily
covered in opinions of issuer's counsel and in accountants' letters
delivered to underwriters in underwritten public offerings of securities
and such other matters as the Trustee may reasonably request and, in the
case of such accountants' letter, with respect to events subsequent to
the date of such financial statements;
(f) immediately notify the Trustee in writing (i) at any
time when a prospectus relating to a registration pursuant to Section 2
hereof is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statement
therein, in light of the circumstances under which they were made, not
misleading, and (ii) of any request by the SEC or any other regulatory
body or other body having jurisdiction for any amendment of or
supplement to any registration statement or other document relating to
such offering, and in either such case (i) or (ii) at the request of the
Trustee, subject to Section 3 hereof, prepare and furnish to the Trustee
a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are
made, not misleading;
(g) use reasonable efforts to list all such Registrable
Securities covered by such registration on each securities exchange and
inter-dealer quotation system on which a class of common equity
securities of the Company is then listed, with expenses in connection
therewith (not including any future periodic assessments or fees for
such additional listing) to be paid in accordance with Section 3 hereof;
and
(h) furnish unlegended certificates representing
ownership of the Registrable Securities being sold in such denominations
as shall be requested by the Trustee or the underwriters with expenses
therewith to be paid in accordance with Section 3 hereof.
5. Non-assignability of Registration Rights. The rights to cause
the Company to register Registrable Securities pursuant to this
Agreement are reserved solely for the use and benefit of the Trustee and
may not be assigned or transferred by the Trustee to any other person,
except that the rights may be assigned to any successor trustee under
the ESOP, provided that such successor trustee agrees to be bound by the
terms and conditions of this Agreement, and executes a copy of this
Agreement.
6. Underwriting; Due Diligence.
(a) If requested by the underwriters for any
underwritten offering of Registrable Securities pursuant to a
registration requested under this Agreement, the Company shall enter
into an underwriting agreement with such underwriters for such offering,
such agreement to contain such representations and warranties by the
Company and such other terms and provisions as are customarily contained
in underwriting agreements with respect to secondary distributions,
including, without limitation, indemnities and contribution
substantially to the effect and to the extent provided in Section 7
hereof and the provision of opinions of counsel and accountants' letters
to the effect and to the extent required. The Trustee shall be a party
to any such underwriting agreement and the representations and
warranties by, and the other agreements on the part of, the Company to
and for the benefit of such underwriters, shall also be made to and for
the benefit of the Trustee. Such underwriting agreement shall also
contain such representations and warranties by the Trustee as are
customarily contained in underwriting agreements with respect to
secondary distributions.
(b) In connection with the preparation and filing of
each registration statement registering Registrable Securities under the
Securities Act, the Company shall give the Trustee and the underwriters,
if any, and their respective counsel and accountants, such reasonable
and customary access to its books and records and such opportunities to
discuss the business of the Company with its officers and the
independent public accountants who have certified the Company's
financial statements as shall be necessary, in the opinion of the
Trustee and such underwriters or their respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act.
7. Indemnification and Contribution.
(a) In the case of each offering of Registrable
Securities made pursuant to this Agreement, the Company agrees to
indemnify and hold harmless the Trustee, each underwriter of Registrable
Securities so offered and each person, if any, who controls any of the
foregoing persons within the meaning of the Securities Act, from and
against any and all claims, liabilities, losses, damages, expenses and
judgments, joint or several, to which they or any of them may become
subject, under the Securities Act or otherwise, including any amount
paid in settlement of any litigation commenced or threatened, and shall
promptly reimburse them, as and when incurred, for any reasonable legal
or other expenses incurred by them in connection with investigating any
claims and defending any actions, insofar as such losses, claims,
damages, liabilities or actions shall arise out of, or shall be based
upon, any untrue statement or alleged untrue statement of a material
fact contained in the registration statement (or in any preliminary or
final prospectus included therein) or any amendment thereof or
supplement thereto, or in any document incorporated by reference
therein, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that the Company shall not be
liable to the Trustee in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, any
untrue statement or alleged untrue statement, or any omission, if such
statement or omission shall have been made in reliance upon and in
conformity with information relating to the Trustee furnished to the
Company in writing by or on behalf of the Trustee specifically for use
in the preparation of the registration statement (or in any preliminary
or final prospectus included therein) or any amendment thereof or
supplement thereto. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the
Trustee and shall survive the transfer of such securities. The
foregoing indemnity agreement is in addition to any liability which the
Company may otherwise have to the Trustee, its officers and directors,
underwriters of the Registrable Securities or any controlling person of
the foregoing; provided, further, that, as to any underwriter or any
person controlling any underwriter, this indemnity does not apply to any
loss, liability, claim, damage or expense arising out of or based upon
any untrue statement or alleged untrue statement or omission or alleged
omission in any preliminary prospectus if a copy of a prospectus was not
sent or given by or on behalf of an underwriter to such person asserting
such loss, claim, damage, liability or action at or prior to the written
confirmation of the sale of the Registrable Securities as required by
the Securities Act and such untrue statement or omission had been
corrected in such prospectus.
(b) In the case of each offering made pursuant to this
Agreement, the Trustee, by exercising its registration rights hereunder,
agrees to indemnify and hold harmless the Company, its officers and
directors and each person, if any, who controls any of the foregoing
within the meaning of the Securities Act (and if requested by the
underwriters, each underwriter who participates in the offering and each
person, if any, who controls any such underwriter within the meaning of
the Securities Act), from and against any and all claims, liabilities,
losses, damages, expenses and judgments, joint or several, to which they
or any of them may become subject, under the Securities Act or
otherwise, including any amount paid in settlement of any litigation
commenced or threatened, and shall promptly reimburse them, as and when
incurred, for any legal or other expenses incurred by them in connection
with investigating any claims and defending any actions, insofar as any
such losses, claims, damages, liabilities or actions shall arise out of,
or shall be based upon, any untrue statement or alleged untrue statement
of a material fact contained in the registration statement (or in any
preliminary or final prospectus included therein) or any amendment
thereof or supplement thereto, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, but in each case only to
the extent that such untrue statement of a material fact is contained
in, or such material fact is omitted form, information relating to the
Trustee furnished in writing to the Company by or on behalf of the
Trustee specifically for use in the preparation of such registration
statement (or in any preliminary or final prospectus included therein).
The foregoing indemnity is in addition to any liability which the
Trustee may otherwise have to the Company, or any of its directors,
officers or controlling persons; provided, however, that, as to any
underwriter or any person controlling any underwriter, this indemnity
does not apply to any loss, liability, claim, damage or expense arising
out of or based upon any untrue statement or alleged untrue statement or
omission or alleged omission in any preliminary prospectus if a copy of
a prospectus was not sent or given by or on behalf of any underwriter to
such person asserting such loss, claim, damage, liability or action at
or prior to the written confirmation of the sale of the Registrable
Securities as required by the Securities Act and such untrue statement
or omission had been corrected in such prospectus. In no event,
however, shall the Trustee be required to contribute in excess of the
amount of the net proceeds received by the Trustee in connection with
the sale of Registrable Securities in the offering which is the subject
of such loss, claim, damage or liability.
(c) Procedure for Indemnification. Each party
indemnified under paragraph (a) or (b) of this Section 7 shall, promptly
after receipt of notice of any claim or the commencement of any action
against such indemnified party in respect of which indemnity may be
sought, notify the indemnifying party in writing of the claim or the
commencement thereof; provided that the failure to notify the
indemnifying party shall not relieve it from any liability which it may
have to an indemnified party on account of the indemnity agreement
contained in paragraph (a) or (b) of this Section 7, except to the
extent the indemnifying party was prejudiced by such failure, and in no
event shall relieve the indemnifying party from any other liability
which it may have to such indemnified party. If any such claim or
action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified
party under this Section 7 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided that each
indemnified party, its officers and directors, if any, and each person,
if any, who controls such indemnified party within the meaning of the
Securities Act, shall have the right to employ separate counsel
reasonably approved by the indemnifying party to represent them if the
named parties to any action (including any impleaded parties) include
both such indemnified party and an indemnifying party or an affiliate of
an indemnifying party, and such indemnified party shall have been
advised by counsel either (i) that there may be one or more legal
defenses available to such indemnified party that are different from or
additional to those available to such indemnifying party or such
affiliate or (ii) a conflict may exist between such indemnified party
and such indemnifying party or such affiliate, and in that event the
fees and expenses of one such separate counsel for all such indemnified
parties shall be paid by the indemnifying party. An indemnified party
will not enter into any settlement agreement which is not approved by
the indemnifying party, such approval not to be unreasonably withheld.
The indemnifying party may not agree to any settlement of any such claim
or action which provides for any remedy or relief other than monetary
damages for which the indemnifying party shall be responsible hereunder,
without the prior written consent of the indemnified party, which
consent shall not be unreasonably withheld. In any action hereunder as
to which the indemnifying party has assumed the defense thereof with
counsel reasonably satisfactory to the indemnified party, the
indemnified party shall continue to be entitled to participate in the
defense thereof, with counsel of its own choice, but, except as set
forth above, the indemnifying party shall not be obligated hereunder to
reimburse the indemnified party for the costs thereof. In all
instances, the indemnified party shall cooperate fully with the
indemnifying party or its counsel in the defense of each claim or
action.
If the indemnification provided for in this Section 7 shall
for any reason be unavailable to an indemnified party in respect of any
loss, claim, damage or liability, or any action in respect thereof,
referred to herein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, in such proportion as
shall be appropriate to reflect the relative fault of the indemnifying
party on the one hand and the indemnified party on the other with
respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative fault shall be
determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party
on the one hand or the indemnified party on the other, the intent of the
parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission, but not by
reference to any indemnified party's stock ownership in the Company. In
no event, however, shall the Trustee be required to contribute in excess
of the amount of the net proceeds received by the Trustee in connection
with the sale of Registrable Securities in the offering which is the
subject of such loss, claim, damage or liability. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this
paragraph shall be deemed to include, for purposes of this paragraph,
any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or
claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
8. Rule 144. The Company shall take such measures and file such
information, documents and reports as shall be required by the SEC as a
condition to the availability of Rule 144 (or any successor provision).
9. Holdback.
(a) The Trustee agrees, if so required by the managing
underwriter, not to sell, make any short sale of, loan, grant any option
for the purchase of, effect any public sale or distribution of or
otherwise dispose of any securities of the Company, during 30 days prior
to and the 90 days after any underwritten registration pursuant to
Section 2 hereof has become effective (or such shorter period as may be
required by the underwriter), except as part of such underwritten
registration. Notwithstanding the foregoing sentence, the Trustee shall
be entitled to sell during the foregoing period securities in a private
sale. The Company may legend and may impose stop transfer instructions
on any certificate evidencing Registrable Securities relating to the
restrictions provided for in this Section 9.
(b) The Company agrees, if so required by the managing
underwriter, not to sell, make any short sale of, loan, grant any option
for the purchase of (other than pursuant to employee benefit plans)
effect any public sale or distribution of or otherwise dispose of its
equity securities or securities convertible into or exchangeable or
exercisable for any such securities during the 30 days prior to and the
90 days after any underwritten registration pursuant to Section 2 hereof
has become effective, except as part of such underwritten registration
and except pursuant to registrations on Form S-4, S-8 or any successor
or similar forms thereto.
10. Miscellaneous.
(a) Injunctions. Each party acknowledges and agrees
that irreparable damage would occur in the event that any of the
provisions of this Agreement was not performed in accordance with its
specific terms or was otherwise breached. Therefore, each party shall
be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which such party may be entitled at law
or in equity.
(b) Severability. If any term or provision of this
Agreement held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms and provisions set forth
herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated, and each of the parties shall use its
best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term or
provision.
(c) Further Assurances. Subject to the specific terms
of this Agreement, each of the parties hereto shall make, execute,
acknowledge and deliver such other instruments and documents, and take
all such other actions, as may be reasonably required in order to
effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
(d) Waivers. No failure or delay on the part of either
party (or the intended third-party beneficiaries referred to herein) in
exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. No modification or waiver of any
provision of this Agreement nor consent to any departure therefrom shall
in any event be effective unless the same shall be in writing and signed
by an authorized officer of each of the parties, and then such waiver or
consent shall be effective only in the specific instance and for the
purpose for which given.
(e) Entire Agreement. This Agreement contains the final
and complete understanding of the parties with respect to its subject
matter. This Agreement supersedes all prior agreements and
understandings between the parties, whether written or oral, with
respect to the subject matter hereof. The paragraph headings contained
in this Agreement are for reference purposes only, and shall not affect
in any manner the meaning or interpretation of this Agreement.
(f) Counterparts. For the convenience of the parties,
this Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original but all of which together shall
be one and the same instrument.
(g) Amendment. This Agreement may be amended only by a
written instrument duly executed by an authorized officer of each of the
parties.
(h) Notices. Unless expressly provided herein, all
notices, claims, certificates, requests, demands and other
communications hereunder shall be in writing and shall be deemed to be
duly given (i) when personally delivered or (ii) if mailed registered or
certified mail, postage prepaid, return receipt requested, on the date
the return receipt is executed or the letter refused by the addressee or
its agent or (iii) if sent by overnight courier which delivers only upon
the signed receipt of the addressee, on the date the receipt
acknowledgment is executed or refused by the addressee or its agent:
(i) if to the Trustee, to
UMB Bank, N.A.
Attention: Stephen Spear
1010 Grand Avenue
Kansas City, Missouri 64106
(ii) if to the Company, to
DST Systems, Inc.
Attention: President
1055 Broadway
Kansas City, Missouri 64105
(i) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE COVERED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.
(j) Assignment. Except as provided herein, the parties
may not assign their rights under this Agreement. The Company may not
delegate its obligations under this Agreement.
IN WITNESS WHEREOF, the Trustee and the Company have caused
this Agreement to be duly executed by their authorized representative as
of the date first above written.
UMB BANK, N.A. TRUSTEE UNDER THE
EMPLOYEE STOCK OWNERSHIP PLAN
(1995 RESTATEMENT)
By /s/ Mark Herman
Name: Mark Herman
Title: Senior Vice President
DST SYSTEMS, INC.
By /s/ Thomas A. McDonnell
Name: Thomas A. McDonnell
Title: President and CEO
Exhibit 5/23.2
May 21, 1996
DST Systems, Inc.
1055 Broadway
Kansas City, Missouri 64105
Attention: Robert C. Canfield, Esq.
Senior Vice President, General Counsel & Secretary
RE: Registration of 6,000,000 shares (the "Shares") of Common Stock,
$0.01 par value (the "Common Stock"), of DST Systems, Inc. to be
issued under the DST Systems, Inc. 1995 Stock Option and
Performance Award Plan (the "Plan") on Form S-8 dated May 21, 1996
(the "Registration Statement")
Ladies and Gentlemen:
We have acted as counsel to DST Systems, Inc., a Delaware
corporation (the "Company"), in connection with the above-referenced
matter. We are rendering this opinion pursuant to Item 8 of the Form S-
8 and Item 601 of the Securities and Exchange Commission's Regulation S-
K.
In connection with rendering this opinion, we have examined and
relied on the following:
(a) The Plan;
(b) The Registration Statement expected to be filed on May 21,
1996; and
(c) A Secretary's Certificate on behalf of the Company dated May
21, 1996, a Secretary's Certificate on behalf of Kansas City
Southern Industries, Inc. dated May 21, 1996, and such other
documents, certificates and records of public officials and
the Company and its officers and other documents and legal
matters as we have deemed necessary for the purpose of
rendering this opinion.
In rendering the opinion herein, we have assumed without
investigation:
(a) At the time of issuance of the Shares that:
(1) The Shares have been issued in accordance with the terms
of the Plan;
(2) The Company has received the consideration for the Shares
in accordance with the terms of the Plan and all other
terms and conditions of the Plan have been satisfied;
(3) The certificates or other records evidencing the Shares
and the ownership thereof are in proper form and have
been duly and properly completed and properly executed;
(4) The Shares have been duly delivered pursuant to the terms
of the Plan;
(5) There has been no change in the applicable law or the
pertinent provisions of the Company's Articles of
Incorporation or Bylaws since the date of this opinion;
(6) The shares of Common Stock issued and the shares of
Common Stock reserved for issuance together with the
Shares do not exceed the shares of Common Stock
authorized in the Company's Certificate of Incorporation;
(7) The board of directors of the Company has taken the
necessary actions to duly authorize the issuance of the
Shares;
(8) The board of directors of the Company will have taken the
necessary corporate action determining that the value of
the consideration to be received for the issuance of the
Shares is at least equal to the par value of such Shares,
and there is no actual fraud in the taking of such
action; and
(9) All required filings with and reports to the Secretary of
the State of Delaware and Delaware taxing authorities on
behalf of the Company have been duly made on a timely
basis, and neither the incorporation, corporate status or
good standing of the Company has been revoked or
rescinded.
(b) The genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals from which such copies were made.
Subject to the assumptions, qualifications and our examination as
described herein, it is our opinion that the Shares to be issued under
the Plan, upon issuance, will be validly issued, fully paid and
nonassessable.
We are admitted to the Bars of the States of Missouri and Kansas,
and we express no opinion as to the laws of any jurisdictions other than
the laws of the United States and the States of Missouri and Kansas and,
to the extent specifically referred to herein, the General Corporation
Law of the State of Delaware. With respect to such law of the State of
Delaware, while we are not admitted to practice law in that
jurisdiction, we are familiar with the provisions of such law as
reported in standard compilations thereof on which we have relied.
This opinion is solely for the information of and may be relied on
only by the addressee hereof, and no other person is entitled to rely on
this opinion for any purpose. Further, this opinion is not to be quoted
in whole or in part or otherwise referred to (except in a list of
closing documents) nor is it to be filed with or delivered to any
governmental agency or other person without our prior written consent.
This opinion is based on applicable law and our understanding of
factual matters at the date hereof, and we disclaim any obligation to
revise or supplement this opinion based upon any change in applicable
law or any factual matter that occurs or comes to our attention after
the date hereof.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under
Section 7 of the Securities Exchange Act of 1934, as amended.
Very truly yours,
/s/ Watson & Marshall L.C.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 22, 1996, which
appears on page 16 of the 1995 Annual Report to Stockholders of DST
Systems, Inc., which is incorporated by reference in DST Systems, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
Kansas City, Missouri
May 21, 1996
