UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) December 21, 1998
(Exact name of registrant as
specified in its
charter) DST Systems,
Inc.
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
Delaware 1-14036 43-1581814
333 West 11th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 435-6568
Not Applicable
(Former name or former address, if changed
since last report.)
<PAGE>
FORM 8-K
DST SYSTEMS, INC.
ITEM 1 CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On December 21, 1998, USCS International, Inc., a Delaware corporation ("USCS"),
became a wholly-owned subsidiary of Registrant as a result of a merger (the
"Merger") of DST Acquisitions, Inc., a Delaware corporation and wholly-owned
subsidiary of Registrant ("Acquisitions"), with and into USCS pursuant to an
Agreement and Plan of Merger dated September 2, 1998 among Registrant, USCS and
Acquisitions (the "Merger Agreement").
The Merger was effective on December 21, 1998 (the "Effective Time"). At that
time, and in accordance with the Merger Agreement each share of the common stock
of USCS, par value $.05 per share ("USCS Common Stock"), converted into the
right to receive .62 of a share of the common stock of Registrant, par value
$.01 per share ("DST Common Stock"). The shareholders of USCS immediately prior
to the Effective Time are receiving approximately 13.8 million shares of DST
Common Stock pursuant to the Merger. The USCS stockholders also have the right
to receive cash in lieu of any fractional share interest in DST Common Stock
based on the closing price of a share of DST Common Stock on the New York Stock
Exchange on December 21, 1998, which was $59.75.
USCS is a leading global provider of customer management software and statement
processing to the communications and other service industries. USCS' clients
include providers of cable television, wireless and wire-line telephony, direct
broadcast satellite, and utility services.
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5 OTHER EVENTS Not applicable.
ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Registrant incorporates by reference USCS' Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and USCS' Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1998, June 30, 1998 and September 30, 1998
(Commission file no. 0-28268).
(b) Pro Forma Financial Information
Registrant incorporates by reference the unaudited pro forma condensed
consolidated combined financial statements contained in the Registration
Statement on Form S-4 (Registration No. 333-65127) as amended (the "Merger S-4")
which became effective on November 20, 1998.
(c) Exhibits
2 Agreement and Plan of Merger, dated September 2, 1998, by and among DST
Systems, Inc., DST Acquisitions, Inc. and USCS International, Inc., which is
attached as Appendix A to the Joint Proxy Statement-Prospectus contained in the
Merger S-4 is hereby incorporated by reference as Exhibit 2 hereto.
23.1 Consent of PricewaterhouseCoopers LLP dated December 23, 1998 is attached
hereto as Exhibit 23.
ITEM 8 CHANGE IN FISCAL YEAR
Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DST Systems, Inc.
/s/ Robert C. Canfield
Senior Vice President, General Counsel,
Secretary
Date: December 23, 1998
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 of DST Systems, Inc. (Commission File Nos. 333-04197,
333-69377, 333-69393, and 333-69611) of our report dated February 6, 1998
appearing in USCS International, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997 which is incorporated in this Current Report on Form
8-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Sacramento, California
December 23, 1998
