UNITED STATES
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.)
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
(Address of Principal Executive Offices)
USCS INTERNATIONAL, INC. 401(K) RETIREMENT PLAN
---------------------------------------------------------
(Full Title of the Plan)
ROBERT C. CANFIELD, ESQ.
Senior Vice President, General Counsel, and Secretary
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
(816) 435-1000
---------------------------------------------------------
(Name, Address, and Telephone Number of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed Amount of
securities Amount maximum maximum Regist-
to be to be offering price aggregate ration
registered registered per share offering price fee
------------ ---------- -------------- -------------- --------
<S> <C> <C> <C> <C>
Common Stock,
par value 15,000 55.34 $818,437 $231
$0.01 per shares <F1> <F1>
Interests
in the <F2> N/A N/A <F3>
USCS 401(k)
Plan
Total Registration Fee $231
<FN>
<F1> Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the
Securities Act based on the average of the high and low
prices of a share of Common Stock of the Company reported
for trading on the New York Stock Exchange on December 16,
1998.
<F2> To the extent that the interests in the Plan constitute
securities, pursuant to Rule 416(c), this Registration
Statement shall be deemed to register an indeterminate
amount of interests in the Plan.
<F3> Pursuant to Rule 457(h)(2), no registration fee is required
with respect to the interests in the Plan.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the United States Securities
and Exchange Commission (the "Commission") under the Securities
Act, and under the General Instructions to Part I of Form S-8,
this Registration Statement omits the information specified in
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by DST Systems,
Inc. (the "Registrant") with the Commission are incorporated in
and made a part of this Registration Statement by reference, as
of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 dated March 16, 1998
(Commission file 001-14036) and any amendments thereto (the
"Annual Report");
(b) All reports and any amendments thereto filed by
the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended, since the Annual Report;
(c) The Summary of the Preferred Stock Purchase Rights
set forth in Form 8-A dated November 15, 1995 (SEC File No.
1-14036) (the "The Rights 8-A");
(d) The first amendment dated July 30, 1998 (the "July
8-A Amendment") to The Rights 8-A;
(e) The Rights Agreement dated as of October 6, 1995
(the "Rights Agreement"), between the Company and State
Street Bank and Trust Company, as rights agent, which is
attached as Exhibit 4.4 to the Company's Registration
Statement on Form S-1 dated September 1, 1995 (SEC File No.
33-96526);
(f) The first amendment dated as of July 9, 1998 to
Rights Agreement, which is attached as Exhibit 99 to the
July 8-A Amendment;
(g) All other reports subsequently filed by the
Company with the SEC pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment to the
Registration Statement related to this Registration
Statement, which indicates that all securities registered
thereunder have been sold or which deregisters all of the
securities offered then remaining unsold.
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 Delaware General Corporation Law ("DGCL")
provides, generally, that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding (except actions by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation against
all expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. A corporation
may similarly indemnify such person for expenses actually and
reasonably incurred by such person in connection with the defense
or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, in the case of
claims, issues and matters as to which such person shall have
been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the DGCL provides, generally, that the
certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of Title 8 of the DGCL, or (iv) for
any transaction from which the director derived an improper
personal benefit. No such provision may eliminate or limit the
liability of a director for any act or omission occurring prior
to the date when such provision becomes effective.
The DST Certificate of Incorporation provides that the
directors and officers of DST, or persons who are or were serving
at the request of DST as directors or officers of other
corporations, 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 brought
against such officers and directors in their capacities as such.
Such expenses shall be paid by DST in advance of the final
disposition of such action, suit or proceeding. As to directors
and officers, the DST Certificate of Incorporation requires
receipt by DST 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
DST as authorized by the DGCL. 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 by-law,
agreement, vote of stockholders or disinterested directors or
otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement on Form S-8 are
listed in the Exhibit Index of this Registration Statement, which
Exhibit Index is incorporated herein by reference in response to
this Item.
The Registrant will submit or has submitted the USCS 401(k)
Retirement Plan and all amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify such
plan.
ITEM 9. UNDERTAKINGS.
Rule 415 Offering
-----------------
(a) The 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;
(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;
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)
above do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant
with the Commission pursuant to Section 13 or Section 15(d)
of 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. 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) ( 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the annual report of the Registrant 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 this 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
[Remainder of page intentionally left blank.]
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 City of Kansas City, State of
Missouri, on December 21, 1998.
DST SYSTEMS, INC.
By: /s/ Thomas A. McDonnell
-----------------------------------
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes
and appoints each of the Company's Chief Executive Officer,
General Counsel, and Chief Financial Officer (currently Thomas A.
McDonnell, Robert C. Canfield, and Kenneth V. Hager respectively)
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
and any exchange on which the Registrant's stock registered
hereunder is listed for trading, 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,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/Thomas A. McDonnell President, Chief December 21, 1998
----------------------- Executive Officer
(Principal Executive
Officer), and Director
/s/Kenneth V. Hager Vice President, Chief December 21, 1998
----------------------- Financial Officer, and
Treasurer (Principal
Financial Officer
/s/John J. Faucett Controller (Principal December 21, 1998
----------------------- Accounting Officer
/s/A. Edward Allinson Director December 21, 1998
-----------------------
/s/Michael G. Fitt Director December 21, 1998
-----------------------
/s/Thomas A. McCullough Director December 21, 1998
-----------------------
/s/William C. Nelson Director December 21, 1998
-----------------------
/s/M. Jeannine Director December 21, 1998
Strandjord
------------------------
Director
------------------------
James C. Castle
Director
------------------------
George L. Argyros, Sr.
<PAGE>
USCS INTERNATIONAL, INC. 401(K) RETIREMENT
PLAN By: USCS International, Inc.
as plan administrator
/s/ James C. Castle,
---------------------------------
Chairman of the Board and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
--------- ----------------------
4.1 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
Exhibit 2 to DST's Registration Statement on Form S-4
filed November 20, 1998, as amended (SEC File No. 333-
67611), is hereby incorporated by reference as Exhibit
4.1.
4.2 DST's Delaware Certificate of Incorporation, as
restated, which is attached as Exhibit 3.1 to DST's
Registration Statement on Form S-1 dated September 1,
1995 (SEC File No. 33-96526) (the "IPO Registration
Statement"), is hereby incorporated by reference as
Exhibit 4.2.
4.3 Amended and Restated By-Laws of DST Systems, Inc.,
which are attached as Exhibit 3.2 to DST's IPO
Registration Statement, are hereby incorporated by
reference as Exhibit 4.3.
4.4.1 The Certificate of Designations dated October 16, 1995,
establishing the Series A Preferred Stock of the
Company, which is attached as Exhibit 4.3 to the
Company's IPO Registration Statement, is hereby
incorporated by reference as Exhibit 4.4.1.
4.4.2 The Summary of the Preferred Stock Purchase Rights set
forth in Form 8-A dated November 15, 1995 (SEC File No.
1-14036) (the "The Rights 8-A") is hereby incorporated
by reference as Exhibit 4.4.2.
4.4.3 The first amendment dated July 30, 1998 (the "July 8-A
Amendment") to The Rights 8-A is hereby incorporated by
reference as Exhibit 4.4.3.
4.4.4 The Rights Agreement dated as of October 6, 1995 (the
"Rights Agreement"), between the Company and State
Street Bank and Trust Company, as rights agent, which
is attached as Exhibit 4.4 to the Company's IPO
Registration Statement, is hereby incorporated by
reference as Exhibit 4.4.4.
4.4.5 The first amendment dated as of July 9, 1998 to Rights
Agreement, which is attached as Exhibit 99 to the July
8-A Amendment, is hereby incorporated by reference as
Exhibit 4.4.5.
4.5 The description of the Company's Common Stock, set
forth under the headings "Description of Capital Stock"
and "Dividend Policy" in the IPO Registration
Statement, is hereby incorporated by reference as
Exhibit 4.5.
4.6.1 The USCS 401(k) Retirement Plan (the "401(k) Plan"),
which is attached as Exhibit 99.1 to the USCS
International, Inc.'s Registration on Form S-8 dated
December 9, 1997, (SEC File No. 333-41741), is hereby
incorporated by reference as Exhibit 4.6.1.
4.6.2 The first amendment to the 401(k) Plan dated as of
December 17, 1998 is attached hereto as Exhibit 4.6.2.
4.6.3 The second amendment to the 401(k) Plan dated as of
December 17, 1998 is attached hereto as Exhibit 4.6.2.
5.1 Opinion of Sonnenschein Nath & Rosenthal, counsel to
DST, regarding legality (including consent).
23.1 Consent of Sonnenschein Nath & Rosenthal (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24 Power of Attorney (included on signature page).
FIRST AMENDMENT DATED DECEMBER 17, 1998 TO 401(K) PLAN
Section 13.5 of the Plan is hereby amended, effective as of
January 1, 1998, by adding the following new paragraph at the
beginning thereof:
The Administrator may permit an amount to be
transferred to this Plan on behalf of a group of
Participants from another plan qualified under Section
401(a) of the Code ("Qualified Plan"). Any such transfer
shall be allocated to the Participants' Rollover
Contributions sub-accounts or 401(k) Savings Contributions
sub-accounts, as appropriate to reflect the nature of the
transferred assets, and such sub-accounts shall be
designated in the written asset transfer agreement between
the transferor plan and this Plan. No such transfer,
however, shall be permitted if it constitutes a direct or
indirect transfer from a Qualified Plan that would otherwise
have provided for a life annuity form of benefit payment to
participants. No provision of the Plan will be applied to
the assets transferred from any other Qualified Plan in a
manner which would violate the "anti-cutback" rules of
Section 411(d)(6) of the Code. In the event that the
Company sells assets of a trade or business to an unrelated
company, the Administrator may determine (pursuant to an
applicable agreement between the Company and the unrelated
company providing for such transfer) that the assets of this
Plan attributable to Participants affected by such
transaction shall be transferred for the benefit of such
Participants to the Qualified Plan(s) maintained by the
unrelated company.
SECOND AMENDMENT DATED DECEMBER 17, 1998 TO 401(K) PLAN
The Plan is hereby amended, effective (unless otherwise
indicated) as of December 21, 1998, as follows:
1. Section 1.8 is restated to read as follows:
Company Stock .......... Shares of Common Stock issued by
DST Systems, Inc., which shares are
readily tradable on an established
securities exchange.
2. The third sentence of the first paragraph of Section
6.4 is restated to read as follows:
The Trustee may acquire shares of Company Stock through
open-market or privately negotiated purchases or from DST
Systems, Inc., and any purchase of Company Stock from DST
Systems, Inc. or any other party in interest under Section
3(14) of ERISA shall be made only at a price not less
favorable to the Plan than the price for Company Stock on
the New York Stock Exchange.
3. Section 6.4 is further amended by adding, effective as
of January 1, 1998, the following new paragraph at the end
thereof:
If all or a portion of a Participant's (or
Beneficiary's) Account is invested in the Company Stock
Fund, he will be entitled to give confidential directions to
the Trustee as to the voting of shares of Company Stock
allocated to his Account on all matters presented for a vote
of shareholders. Each Participant (or Beneficiary) having
shares of Company Stock allocated to his Account as of the
record date for voting at a shareholder meeting shall be
provided with the proxy statement provided to all
shareholders, together with a form upon which confidential
voting directions may be given to an independent third party
(designated by the Administrative Committee) who will
tabulate votes and provide instructions to the Trustee as to
the voting of such shares as directed by Participants (or
Beneficiaries). The third party shall not disclose the
confidential voting directions of any individual Participant
(or Beneficiary) to any Employer, the Administrative
Committee, the Trustee or to DST Systems, Inc. Any shares
of Company Stock held by the Trust with respect to which
voting directions are not received from Participants (or
Beneficiaries) shall not be voted; provided, however, that
effective as of December 21, 1998, such shares shall be
voted by the Trustee in the manner directed by the
Administrative Committee.
4. Section 6.4 is further amended, effective as of
December 11, 1998, by adding the following new paragraph at the
end thereof:
As a result of the merger whereby USCS International,
Inc. became a wholly-owned subsidiary of DST Systems, Inc.
in December 1998, shares of common stock of USCS
International, Inc. held in the Company Stock Fund are
converted into shares of common stock of DST Systems, Inc.
In connection with such conversion of shares, participants
will be prohibited from directing the Trustee to take any
action with regard to existing shares held in the Company
Stock Fund during the "Blockout Period." The Blockout
Period shall begin on December 11, 1998, and shall end at
such time as all administrative actions are completed to
implement and reflect the conversion of the shares. Any
401(k) Savings Contributions made by Participants during the
Blockout Period which are directed by Participants to be
invested in the Company Stock Fund shall be invested in
shares of common stock of DST Systems, Inc.
Exhibit 5.1
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
December 21, 1998
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
Re: Registration Statement on Form S-8 in connection with
the registration of the offer and sale of DST Common
Stock to the 401(k) Retirement Plan of USCS
International, Inc.
Ladies and Gentlemen:
In connection with the preparation of the above-referenced
Registration Statement (the "Registration Statement"), which is
being filed on or about the date of this letter, on behalf of DST
Systems, Inc., a Delaware corporation (the "Corporation"), you
have asked us to provide you this opinion letter in accordance
with subsection (b)(5) of Item 601 of Regulation S-K promulgated
by the United States Securities and Exchange Commission. The
Registration Statement relates to the offer and sale of up to
15,000 shares (the "Shares") of the Corporation's Common Stock,
par value $0.01 per share ("DST Common Stock").
Pursuant to an Agreement and Plan of Merger dated as of
September 2, 1998 (the "Merger Agreement"), among the
Corporation, DST Acquisition, Inc., a Delaware corporation and a
wholly-owned subsidiary of DST (the "Acquisition Sub"), and USCS
International, Inc., a Delaware corporation ("USCS"), Acquisition
Sub will be merged with and into USCS, and USCS will become a
wholly-owned subsidiary of the Corporation (the "Merger"). In
connection with the Merger, USCS will continue as sponsor of its
401(k) Retirement Plan (the "Plan"), though all shares of USCS
common stock in the Plan will be converted into DST Common Stock
at the conversion ratio set forth in the Merger Agreement. In
addition, the Plan may purchase up to 15,000 shares of DST Common
Stock directly from the Corporation.
Based upon and subject to our examination described herein
and the assumptions, exceptions, qualifications, and limitations
set forth herein, we are of the opinion that the issuance of the
Shares that will be originally issued to the Plan has been duly
authorized and the Shares will, when issued pursuant to and in
accordance with the Plan, be validly issued, fully paid, and non-
assessable.
In connection with this opinion, we have examined and relied
upon, without further investigation, the following in connection
with rendering the opinions expressed herein: (a) the Plan,
including all amendments thereto; (b) the Corporation's
Certificate of Incorporation, as restated, certified by the
Secretary of State of Delaware as of December 16, 1998 and the
Corporation's Bylaws; (c) the Registration Statement, and (d)
such other documents, certificates, records, and oral statements
of public officials and the officers of the Corporation as we
deemed necessary for the purpose of rendering the opinions
expressed herein.
In our examinations, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity, accuracy and completeness 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 or by facsimile or electronic
mail, and the authenticity of the originals from which such
copies, facsimiles, or electronic transmissions were made. In
our examination of documents executed by persons, legal or
natural, other than the Corporation, we have assumed that such
persons had the power, corporate or otherwise, to enter into and
perform all obligations thereunder and that such documents are
valid and binding.
This opinion letter is limited to the specific legal issues
that it expressly addresses, and accordingly, we express no
opinion as to the law of any other jurisdiction other than the
General Corporation Law of the State of Delaware, as amended. We
are not admitted to the Delaware Bar. In expressing our opinions
set forth herein, we have reviewed and relied upon, without
further investigation, such laws as published in generally
available sources.
We consent to the filing of this opinion letter, or a
reproduction thereof, as an exhibit to the Registration
Statement. In giving such consent, however, we are not admitting
that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations promulgated by the
Securities and Exchange Commission thereunder.
This opinion letter is as of the date set forth above, and
we have no continuing obligation hereunder to inform you of
changes in the applicable law or the facts after such date or
facts of which we have become aware after the date hereof, even
though such changes could affect our opinions expressed herein.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ John F. Marvin
Exhibit 23.2
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
26, 1998, which appears in DST Systems, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997.
/s/ PriceWaterhouseCoopers LLP
-------------------------------
Kansas City, Missouri
December 21, 1998
