FORM 8-A12B/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DST SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
State of incorporation or organization: DELAWARE
I.R.S. Employer Identification No.: 43-1581814
333 WEST 11TH STREET, KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
COMMON STOCK, PAR VALUE NEW YORK STOCK EXCHANGE*
$0.01 PER SHARE CHICAGO STOCK EXCHANGE
* Primary exchange for purposes of filings.
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [ X ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to which this
form relates: 1-14036
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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This registration statement amends the Registrant's
registration statement originally filed October 30, 1995.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of DST Systems, Inc. (the
"Company") includes 125,000,000 shares of Common Stock, $0.01 par
value per share (the "Common Stock"), of which 49,045,961 shares
are outstanding as of the date of this Registration Statement.
Holders of Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders, except
that stockholders may cumulate their votes in the election of
directors. Under cumulative voting, a minority stockholder
holding a sufficient percentage of the Common Stock may be able
to ensure the election of one or more directors. At such times
as Kansas City Southern Industries, Inc.'s, a Delaware
corporation ("KCSI's") ownership of Common Stock falls below 30
percent of the outstanding shares, the affirmative vote of 70
percent of the voting power of all shares of the Company entitled
to vote for the election of directors is required to amend or
repeal certain provisions of the Company's Certificate of
Incorporation (the "Certificate").
Certain provisions of the Company's Certificate and Bylaws
could be deemed to have an anti-takeover effect. These
provisions are intended to enhance the likelihood of continuity
and stability in the composition of the Board and in the policies
formulated by the Board, and to discourage an unsolicited
takeover of the Company if the Board determines that such
takeover is not in the best interests of the Company and its
stockholders. However, these provisions could have the effect of
discouraging certain attempts to acquire the company or remove
incumbent management even if some or a majority of stockholders
deemed such an attempt to be in their best interests. Insofar as
KCSI holds a substantial percentage of the outstanding shares of
stock entitled to vote generally in the election of directors
(the "Voting Stock") of the Company, the Company is not at
present expected to be vulnerable to a takeover without the
approval of KCSI.
The Certificate provides for a classified Board of Directors
(the "Board") consisting of three classes, as nearly equal in
number as the then authorized number of directors constituting
the Board permits. The initial terms of the first class, the
second class and the third class are set to expire at the
conclusion of the 1996 annual meeting, the 1997 annual meeting,
and the 1998 annual meeting of stockholders, respectively. At
each annual meeting of stockholders beginning in 1996, successors
to the directors whose terms expire at that annual meeting shall
be elected for a three-year term, with each director to hold
office until a successor has been duly elected and qualified. As
a result, approximately one-third of the Board will be elected
each year.
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The Certificate also includes certain provisions that do not
take effect unless KCSI ceases to own 30 percent or more of the
Company's Voting Stock (the "Ownership Threshold"). The
Certificate provides that if KCSI drops below the Ownership
Threshold, stockholders may remove a director for cause only upon
the affirmative vote of 70 percent of the Voting Stock. This
provision, combined with the provisions of the Certificate
authorizing the Board to fill vacant directorships, precludes a
stockholder from removing incumbent directors without cause and
simultaneously gaining control of the Board by filling the
vacancies created by such removal with its own nominees. The
Certificate also provides that if KCSI drops below the Ownership
Threshold, the affirmative vote of 70 percent of the Voting Stock
is required to amend the Company's Bylaws, to amend certain
provisions in the Company's Certificate and to enter into certain
business combinations with a stockholder that directly or
indirectly owns 10 percent or more of the Company's Voting Stock.
Finally, if KCSI drops below the Ownership Threshold, any action
by the stockholders of the Company may not be effected by written
consent in lieu of a duly called annual or special meeting.
The Bylaws establish an advance notice procedure for the
nomination, other than by or at the direction of the Board, of
candidates for election as directors as well as for other
stockholder proposals to be considered at annual meetings of
stockholders. Notice must be received by the Company not less
than 60 days prior to the annual meeting and must contain certain
specified information concerning the persons to be nominated or
the matters to be brought before the meeting and concerning the
stockholder submitting the proposal. The Bylaws and Certificate
also provide that special meetings of stockholders of the Company
may be called only upon the resolution of a majority of the
entire Board.
The Certificate provides that the Board when evaluating a
tender offer, merger or offer to purchase all, or substantially
all, of the assets of the Company made by another party may
consider expanded factors, including certain social and economic
effects of the proposed transaction. The Certificate also
provides for expanded indemnification of directors and officers
of the Company and limits the liability of directors of the
Company. The Company shall indemnify each person who is or was
an officer or director of the Company, or was serving as an
officer or director to any other company at the request of the
Company, to the fullest extent permitted under the Delaware
General Corporation Law against all expenses, liability and loss
reasonably incurred by such director or officer in any legal
proceeding to which such person is made or is threatened to be
made a party. Such right to indemnification includes the right
to advancement of expenses incurred by such person prior to final
disposition of the proceeding, provided that if the Delaware
General Corporation Law requires, such director or officer shall
provide the Company with an undertaking to repay all amounts so
advanced if it shall
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ultimately be determined by final judicial
decision that such person is not entitled to be indemnified for
such expenses. The Certificate gives such officer or director
the right to bring suit against the Company if such advancement
of expenses is not paid by the Company within the period set
forth in the Certificate. The Certificate provides that a
director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director except liability: (i) for any breach
of the director's duty of loyalty to the Company 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 the Delaware General Corporation
Law; or (iv) for any transaction from which the director derived
an improper personal benefit. If the Delaware General
Corporation Law is amended to further eliminate or limit the
personal liability of directors, then the liability of a director
of the Company shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so
amended.
Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board out of funds
legally available therefor. Such dividends shall not be
cumulative. However, the Company currently intends to retain its
earnings for use in its business and therefore does not
anticipate paying any cash dividends in the foreseeable future.
Holders of Common Stock are entitled to receive, pro rata, all
assets of the Company available for distribution to such holders
upon liquidation.
Holders of Common Stock have no preemptive, sinking fund or
redemption rights and have no rights to convert their Common
Stock into any other securities. All of the outstanding shares
of Common Stock are fully paid and nonassessable.
The Company, in its Certificate, reserves the right to amend
or repeal any provision contained in the Certificate in the
manner prescribed by Delaware law, and all rights conferred upon
stockholders are granted subject to this reservation. The
rights, preferences and privileges of holders of Common Stock
will be subject to and may be adversely affected by the rights of
holders of shares of any series of preferred stock that the
Company may designate and issue in the future.
The Company and KCSI have agreed to certain restrictions on
the sale of Common Stock. The outstanding shares of Common Stock
which are held by KCSI are deemed "restricted securities."
The Company and State Street Bank and Trust Company will
serve as co-transfer agents and State Street Bank and Trust
Company will serve as registrar for the Common Stock. The
Company owns approximately 3.6 percent of the common stock of the
parent of State Street Bank and Trust Company.
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Item 2. Exhibits.
99.1 The Company's Amended Certificate of Incorporation as
restated August 31, 1995, which is attached as Exhibit
3.1 to the Company's registration statement on Form S-
1, as amended (Commission file no. 33-96526) (the
"Registration Statement") is hereby incorporated by
reference as Exhibit 99.1.
99.2 The Company's Amended and Restated By-laws as adopted
August 28, 1995, which are attached as Exhibit 3.2 to
the Company's Registration Statement, are hereby
incorporated by reference as Exhibit 99.2.
99.3 The Registration Rights Agreement dated October 24,
1995, between the Company and Kansas City Southern
Industries, Inc. ("KCSI"), which is attached as Exhibit
4.1 to the Company's Registration Statement, is hereby
incorporated by reference as Exhibit 99.3.
99.4 The specimen stock certificate, which is attached as
Exhibit 4.2 to the Registration Statement, is hereby
incorporated by reference as Exhibit 99.4.
99.5 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 Registration Statement, is hereby
incorporated by reference as Exhibit 99.5.
99.6 The Summary of the preferred stock purchase rights set
forth in the Company's Form 8-A dated November 15,
1995, as amended (Commission file no. 1-14036) and the
related Rights Agreement dated as of October 6, 1995,
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, are hereby
incorporated by reference as Exhibit 99.6.
99.7 The Registration Rights Agreement dated October 31,
1995, between the Company and UMB Bank, N.A. as trustee
of the Company's Employee Stock Ownership Plan ("UMB"),
which is attached as Exhibit 4.5 to the Company's
annual report on Form 10-K for the year ended December
31, 1995, (Commission file no. 1-14036), is hereby
incorporated by reference as Exhibit 99.7.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: January 9, 1998
DST SYSTEMS, INC.
By: /s/ Robert C. Canfield, Senior
Vice President, General Counsel
and Secretary
