DST SYSTEMS INC
DEFA14A, 1998-12-01
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                               SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of the 
                           Securities Exchange Act of 1934

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          Filed by a Party other than the Registrant [ ]

          Check the appropriate box:

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          [  ] Confidential, for Use  of the Commission Only  (as permitted
               by Rule 14a-6(e)(2))

          [  ] Definitive Proxy Statement

          [XX] Definitive Additional Materials

          [  ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                                  DST SYSTEMS, INC.
                  ------------------------------------------------
                   (Name of Registrant as Specified In Its Charter)


                                    Not Applicable
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               (Name of Person(s) Filing Proxy Statement if other  than the
               Registrant)

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          <PAGE>

                                   DECEMBER 1, 1998

                               DST/USCS CONFERENCE CALL

                                  DISCUSSION OUTLINE


          DST OVERVIEW (McDonnell)

          READ DISCLAIMER

          Before starting today, I would like to make a statement under SEC
          procedures and rules:

          If  in  the   course  of  our  conference  call   today  we  make
          forward-looking  comments  respecting  DST  and  USCS  and  their
          businesses,  such comments  would be  based  on our  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 a Form S-4 and joint proxy statement dated November  25,
          1998 which we  filed with the  SEC.  Any  such factors should  be
          considered in  evaluating any  forward-looking comments  which we
          may make today.

          DST is  very comfortable  with the outlook  for our  business and
          feel we are well positioned for growth

          Mutual fund shareowner growth has been solid for 1998:

               Year to date growth through 9/30/98   -  3.9 million a/c s -
               8.9 %

               3.9 million is  net of 1.6 million a/c s  for Prudential and
               GT Global which were removed in 1998

               IRA a/c growth of remaining  clients in 1998 was 2.9 million
               a/c s, of which 700K were new IRA s (i.e., Roth, etc.)

               IRA a/c growth has tripled in 1998

               Continue to see solid increases in IRA activity

               New account conversions in 4th quarter will be approximately
               1.4 million accounts

          Revenue growth at DSTI and DST Canada have also been strong

               Investment accounting revenues at DSTI have increased, aided
               by Y2K and EMU revenue opportunities

               Canadian Mutual  fund revenues  are being  driven by  higher
               account and activity levels

               EFDS has  converted its  first clients to  FAST2000 and  has
               scheduled the  rest of  the accounts  for conversion;  while
               losses  will continue  at the  same  pace for  the next  few
               quarters improvement should begin late in 1999.

          DBS  revenues have increased  from DirecTV subscriber  growth and
          increased development activities

          I will  now turn  the presentation  over to Jim  Castle who  will
          provide a few comments regarding USCS

          Thanks Tom and good morning to all of you. 

          Let me begin by  saying that I m sorry we couldn t  meet with you
          in  person, but  would like  to thank  Steve for setting  up this
          teleconference,  and look forward to seeing you post-closing when
          we are able to get on the road. 

          I realize  some of you may not be  too familiar with USCS, so I d
          like  to  spend a  few  minutes  summarizing  our  business,  our
          customer  base,  our  financial outlook  and  our  ongoing growth
          strategy.

          First . . . who we are: 

          USCS International  provides the  essential software and  billing
          solutions that are the vital link between our customers and their
          customers in more than half of the  100 million households in the
          US and millions more overseas.

          USCS was  founded in  1969  and has  grown  to become  a  leading
          provider of customer management software and billing solutions to
          the global communications marketplace,  the utilities market  and
          other high volume services industries.

          We believe USCS International is  truly unique due to our breadth
          of  services, geographic and market diversification, and years of
          experience.

          USCS  International s  approach  to   the  market  includes   the
          provision of  both  customer management  software  services,  and
          statement processing and production services.

          Our customer management software products offer the full range of
          support  from  order   entry  to  customer  service   to  account
          information  and  management reporting.  We license  our software
          generally on a per-subscriber,  per-month basis, under  contracts
          ranging from 3-5 years. 

          Our  statement  processing  products   and  services  support   a
          diversity  of  business  requirements  ranging  from  traditional
          printing,  to   consolidated  statements,   to  presentation   of
          divergent  billing streams for  converged billing, to  the newest
          frontier of  electronic presentation  and remittance  processing.
          These   services  too,  are  generally  offered  under  long-term
          contracts ranging from 5-7 years.

          Although  our  traditional  core market  has  been  the  US Cable
          industry, we have  significantly diversified both our  market and
          our geographic presence and sources of revenue. 

          For  instance, our Intelecable  product, which we  believe is the
          first  developed  and  deployed   convergence  software  product,
          enables our  customers to  not only  support video  services, but
          also residential and business telephony, interactive offerings or
          a converged offering of any of these services. 

          We developed an aggressive sales  strategy and partner network to
          enter the  international market.  In fact,  with our  Intelecable
          convergence software and  Custima, our  newly acquired  utilities
          software, we now have a presence in over 30 countries.

          Some of our  blue-chip software customers served by our CableData
          subsidiary  include Cablevision;  Comcast;  and MediaOne,  all of
          whom  renewed their  contracts with us  this year;  Marcus Cable;
          Intermedia; BellSouth; Southern New England Telephone; Multicanal
          Argentina; Metropolis in  Chile and Billingsoft in  Japan. All of
          these customers operate under  long-term volume, drive  contracts
          providing a high level of revenue visibility and predictability. 

          Similarly,  the  statement  processing  services  offered  by our
          International  Billing Services subsidiary, are not unique to, or
          limited by, certain industry requirements. 

          Several years  ago, we targeted the wireless and wireline markets
          with our statement processing services and now enjoy a nearly 40%
          market  share in  cellular  and  a 12%  share  of landline  bills
          processed  in addition to our  more than 50%  share in cable. Our
          statement processing customers are also operate under multi-year,
          volume driven, recurring revenue contracts. 

          Examples  of  some  of   our  diversified  statement   processing
          customers include AT&T, Ameritech, Convergys, ITDS,  Ford Credit,
          UPS,   Fed  EX  and  Montgomery  Securities.  These  latter  four
          customers  represent new  business  signed  within  the  last  12
          months,  while  Convergys,  ITDS,  and  Ameritech  have  recently
          renewed or expanded their contractual relationship with us.  

          We  now process  about 80  million statements  per month  and are
          responsible for approximately 2% of all US first class mail

          Shifting now to our financial outlook . . .

          When I joined  the company in mid 1992, about 90% of our revenues
          were  coming from  the US  cable  market. While  this remains  an
          important  market  for us,  it  is relatively  mature,  with most
          experts  predicting  single  digit growth  rates.  As  is clearly
          demonstrated   by   our  diversified   customer  base,   we  have
          successfully extended the reach of both our software and services
          to  address  faster  growing  markets  such  as  global  wireless
          telecom, convergence, and utilities, so that today, revenues from
          US cable represent approximately 50% of our total.

          This  diversification strategy proved essential to our ability to
          absorb  the  transition  of  TCI,  our  largest  customer,  to  a
          competitor s platform and  still show the robust  earnings growth
          that we have consistently delivered.

          Our strategy  for maintaining and  expanding this growth  is very
          straightforward. 

               We have an  extensive, existing  recurring revenue  customer
               base  in our core communications market. We will continue to
               build on that base. 

               We will identify new target  markets of opportunity for  our
               bill  processing services  and  expand  those services  with
               ongoing investment in electronic billing options

               We will focus  on rapid and profitable  international growth
               in both software and statement processing.

               We  will  have   a  particular  focus  on  utilities  as  we
               aggressively extend  the sales and marketing  initiatives on
               behalf of our new Custima subsidiary. 

               Underlying  all these  strategies  is,  of  course,  ongoing
               investment in extending our technology leadership

               And  finally, we  will be  working  to efficiently  maximize
               synergies with DST. 

          With that I d like to thank  you for your attention and turn  the
          call back to Tom. 

          MERGER DISCUSSION

          I would like  to spend a few minutes speaking  about the DST/USCS
          merger.   As indicated in  the proxy, both companies  believe the
          merger  will  provide  significant  benefits  to  our  shareowner
          groups.  We would like to stress that the merger is accretive for
          1999 without  synergies.  These  synergies can be  categorized as
          follows:

          OPERATING

               Different peak  print mail processing periods,  which should
               allow for  greater overall utilization  of existing capacity
               and  reduce excess  capacity currently  required to  process
               existing and future volumes

               OTI  and  IBS s  production  technologies are  complementary
               (i.e., OTI handles large  volumes of smaller jobs while  IBS
               handles smaller volumes of larger jobs).  The combination of
               these  technologies  should  provide  great  flexibility  to
               approach a wide variety of applications

               The combined OTI/IBS business will have significant presence
               in all major geographic regions

          REVENUE

               Combining Cabledata s  cable TV product offerings  and DBS s
               satellite TV  product offering  will provide  a broad  based
               product offering

               New markets - utilities, convergence billing  and electronic
               bill presentment.

               The  combination  provides  the   potential  to  expand  the
               presence of other  DST products such as AWD  and call center
               processing to the new markets

          ADMINISTRATIVE 

               Elimination of  duplicate public company  costs will  result
               from the merger.

               There have  been a number of questions  raised about certain
               announcements  regarding client  activities at  USCS.   USCS
               fully disclosed these items to DST during the process and we
               are comfortable that USCS  will produce the results  we have
               anticipated.   We are as committed to the merger today as we
               were on the day of signing.

          WE WILL NOW TURN THE REST OF THE CALL OVER THE QUESTIONS FROM OUR
          LISTENERS.



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