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
Not applicable.
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5 OTHER EVENTS
See attached as an Exhibit to this Form 8-K a News Release released December 21,
1998 concerning the merger of USCS International, Inc. with a wholly-owned
subsidiary of Registrant.
ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.
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 22, 1998
December 21, 1998
DST Systems, Inc. and USCS International, Inc. Announce Completion of Merger
DST Systems, Inc. (DST) and USCS International, Inc. (USCS) announce that they
have completed the merger of USCS with a wholly owned subsidiary of DST. Earlier
today the shareholders of each of DST and USCS approved the merger. Under the
terms of the agreement, USCS becomes a wholly owned subsidiary of DST and each
USCS shareowner will receive 0.62 shares of DST common stock for each share of
USCS common stock. DST will issue approximately 13.8 million shares in the
transaction. The merger will be accounted for as a pooling of interests.
This merger represents a significant expansion of DST's presence in the output
processing and customer management software and services industries. DST is now
a leading provider of services in three growing industries, mutual fund
shareowner processing, customer management services, and output processing.
USCS, through its CableData, Inc. subsidiary, is a leading provider of customer
management software to the cable television and convergence industries,
currently servicing approximately 40 million subscribers worldwide. DST, through
its DBS Systems Corporation subsidiary, provides subscriber management services
to DirecTV. USCS' subsidiary, International Billing Services, Inc., provides
bill presentation services to a variety of communications and other service
providers. DST's subsidiary, Output Technologies, Inc., provides a variety of
output related services to a diversified group of industries, primarily in the
financial services sector.
The combined entity has approximately $1.1 billion in annual revenues, has
approximately $1.1 billion in stockholders' equity and has 8,000 employees
worldwide.
George L. Argyros, a USCS major stockholder and Director and James C. Castle,
Chairman and Chief Executive Officer of USCS, have been appointed to the DST
Board of Directors.
The shareholders of DST also approved increasing the number of shares of DST
common stock authorized for issuance under DST's 1995 Stock Option and
Performance Award Plan from 6,000,000 shares to 9,000,000 shares.
The information and comments above include forward-looking statements respecting
DST and USCS and their businesses and the results of the transaction described.
Such information and comments are based on DST's and USCS' views as of today,
and actual results could differ. There could be a number of factors affecting
actual future results, including those set forth in Form 8-K/A dated April 13,
1998 and S-4 Registration Statement effective November 20, 1998 filed by DST
with the Securities and Exchange Commission (SEC) and those set forth by USCS in
the Form S-1 filed with the SEC and declared effective by the SEC on June 20,
1996, and Form 10-Q for the quarter ended September 30, 1998 filed with the SEC.
All such factors should be considered in evaluating any forward-looking
comments.
DST Systems, Inc.
333 West 11th Street
Kansas City, MO 64105-1594
NYSE & CSE Symbol: DST
Contact:
Thomas A. McDonnell (816) 435-8684
President and Chief Executive Officer
Kenneth V. Hager (816) 435-8603
Vice President and Chief Financial Officer
