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
PREFERRED STOCK PURCHASE NEW YORK STOCK EXCHANGE*
RIGHTS 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 dated November 15, 1995.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
On October 6, 1995, the Board of Directors of DST Systems,
Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of the Company's Common Stock,
$0.01 par value per share (the "Common Stock"), of the Company to
the stockholders of record on October 18, 1995, (the "Record
Date"). Each Right entitles the registered holder to purchase
from the Company 1/1,000ths of a share of Series A Preferred
Stock (the "Preferred Stock"), or in some circumstances, Common
Stock, other securities, cash or other assets as summarized
below, at an exercise price of $100 per Right (the "Purchase
Price") (both shares and the Purchase Price are subject to
adjustment as described below). The complete terms and
conditions of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and State Street Bank and
Trust Company, as Rights Agent, dated as of October 6, 1995, as
may be amended from time to time. Capitalized terms not defined
herein are defined in the Rights Agreement. A conformed copy of
the Rights Agreement is incorporated herein as Exhibit 99 and
this description of the Rights is qualified in its entity by
reference to such exhibit.
As of the date of this registration statement, the Company
had a total of 125,000,000 shares of Common Stock authorized of
which 49,045,961 shares are issued and outstanding.
Each share outstanding on the Record Date will receive one
Right. Until the Distribution Date (or the earlier redemption or
expiration of the Rights), shares of Common Stock issued (whether
newly issued or from treasury) will have the Rights automatically
attached. Following the Distribution Date, shares of Common
Stock issued will be accompanied by Rights only in certain
instances.
In the event that a Person or group of affiliated or
associated persons (an "Acquiring Person") becomes the beneficial
owner of or announces a tender or exchange offer for 15 percent
or more of the outstanding shares of Common Stock of the Company,
proper provision shall be made so that each holder of a Right,
other than of Rights that are or were beneficially owned by the
Acquiring Person (which will thereafter be null and void), will
thereafter have the right to receive upon exercise that number of
shares of the Preferred Stock (or in certain circumstances,
Common Stock or assets or other securities of the Company) having
a market value of two times the Purchase Price of the Right. In
the event that the Company were acquired in a merger or other
business combination transaction (other than pursuant to a
Permitted Offer) or more than 50 percent of the Company's
(together with its subsidiaries) assets or earning power were
sold, proper provision
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shall be made so that each holder of a
Right, other than of Rights that are or were beneficially owned
by an Acquiring Person (which will thereafter be null and void)
shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price of the Right, that
number of shares of the highest priority voting securities of the
acquiring company (or certain of its affiliates) that at the time
of such transaction would have a market value of two times the
Purchase Price of the Right. If the Rights are exercised to
acquire the Preferred Stock, then the Rights will not be
exercisable to acquire the securities of any Acquiring Person.
Until ten calendar days following the earlier to occur of
(unless extended by the Board of Directors and subject to the
earlier redemption or expiration of the Rights): (i) the date of
a public announcement that an Acquiring Person acquired, or
obtained the right to acquire, beneficial ownership of 15 percent
or more of the outstanding shares of the Common Stock of the
Company, or (ii) the commencement or announcement of an intention
to make a tender offer or exchange offer (other than a Permitted
Offer) that would result in an Acquiring Person beneficially
owning 15 percent or more of such outstanding shares of Common
Stock of the Company (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Company's Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate. The
certificates for shares of Common Stock issued after the Record
Date but prior to the Distribution Date will have a notation
referencing the Rights Agreement. The Rights Agreement provides
that, until the Distribution Date, the Rights will be transferred
with an only with the Company's Common Stock, and until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender or transfer of any of the Company's Common
Stock certificates outstanding as of the Record Date, will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of
record of the Company's Common Stock as of the close of business
on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights.
Permitted Offer is defined in the Rights Agreement as a
tender offer for all outstanding Common Stock of the Company at a
price and on terms determined to be adequate prior to the
purchase of shares under such tender or exchange offer, by at
least a majority of the Independent Directors, taking into
account all factors that such directors deem relevant including,
without limitation, prices that could reasonably be achieved if
the Company or its assets were sold in an orderly basis designed
to realize maximum value and otherwise in the best interests of
the Company and its stockholders (other than the Person or any
Affiliate or Associate thereof for whose benefit the offer is
being made).
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An Independent Director means any member of the Board of
Directors of the Company, while such person is a member of the
Board, who is not an Acquiring Person, an Affiliate or Associate
of an Acquiring Person, or a representative or nominee of an
Acquiring Person or of any such Affiliate or Associate and was a
member of the Board prior to the Share Acquisition Date, and any
successor of an Independent Director, while such successor is a
member of the Board, who is not an Acquiring Person, an Affiliate
or Associate of an Acquiring Person, or representative or nominee
of an Acquiring Person or of any such Affiliate or Associate, and
who is recommended or elected to succeed the Independent Director
by a majority of the remaining Independent Directors.
The Purchase Price payable, and the number of shares of
Preferred Stock (or Common Stock, other securities, cash or other
assets, as the case may be) issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or
warrants to subscribe for shares of the Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock or (iii) upon the distribution to holders of
the Preferred Stock of evidence of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or
retained earnings or dividends payable in the Preferred Stock) or
of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1 percent in such Purchase Price. No
fractional shares will be issued (other than fractional shares
which are integral multiples of 1/1,000ths of a share of
Preferred Stock) and, in lieu thereof, an adjustment in cash will
be made based on the market price of the Preferred Stock on the
last Trading Date prior to the date of exercise.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on October 18, 2005, unless earlier
redeemed by the Company as described below.
At any time prior to 5:00 p.m. Kansas City, Missouri time on
the tenth calendar day after the first date after the public
announcement that an Acquiring Person has acquired beneficial
ownership of 15 percent or more of the outstanding shares of the
Common Stock of the Company (the "Share Acquisition Date"), the
Company may redeem the Rights in whole, but not in part, at a
price of $0.005 per Right (the "Redemption Price"). Following
the Share Acquisition Date, but prior to an event listed in
Section 13(a) of the Rights Agreement (i.e. a merger,
consolidation or sale of more than 50 percent of the assets or
earnings power of the Company and its subsidiaries), the Company
may redeem the Rights in connection with any event specified in
Section 13(a) in which all stockholders
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are treated alike and
which does not include the Acquiring Person or its Affiliate or
Associates. In addition, the Company's right of redemption may
be reinstated following an inadvertent trigger of the Rights (as
determined by the Board) if an Acquiring Person reduces its
beneficial ownership to 10 percent or less of the outstanding
shares of Common Stock of the Company in a transaction or series
of transactions not involving the Company. Immediately upon the
action of the Board of Directors of the Company electing to
redeem the Rights, the Company shall make announcement thereof,
and upon such election, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders of the Company, stockholders may, depending on the
circumstances, recognize taxable income in the event that the
Rights become exercisable for the Preferred Stock (or other
securities, as the case may be) of the Company.
Prior to the Distribution Date, the Company may amend or
supplement any provision of the Rights Agreement without the
consent of the Holders of the Rights. Following the Distribution
Date, the Company may amend the provisions of the Rights
Agreement in order to cure any ambiguity, to correct any defect
or inconsistency, to make changes deemed necessary or desirable
so long as such changes do not adversely affect the interests of
the holders of the Rights (excluding the interests of any
Acquiring Person and its affiliates and associates). In either
case, however, the Company may not amend or supplement the Rights
Agreement to change or supplement the Redemption Price, Final
Expiration Date, the Purchase Price or the number of 1/1,000ths
of a share of Preferred Stock for which a Right is exercisable.
The Rights may have the effect of impeding a change in
control of the Company without the prior consent of the Company's
Board of Directors, and the Rights could cause substantial
dilution to a person that attempts to acquire the Company without
conditioning the offer on redemption of the Rights by the
Company's Board of Directors or on the acquisition by such person
of a substantial number of Rights. The Rights will not interfere
with any Permitted Offer for all of the outstanding Common Stock
that has the approval of the Independent Directors.
ITEM 2. Exhibits.
Exhibit 99
The Rights Agreement dated as of October 6, 1995, between
DST Systems, Inc. and State Street Bank and Trust Company,
which includes as Exhibit A the Form of Certificate of
Registration
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of Series A Preferred Stock, Exhibit B Form of
Rights Certificate and Exhibit C Summary of Rights to
Purchase Preferred Stock, which is attached as Exhibit 4.4
to the Company's registration statement on Form S-1, as
amended (Commission file no. 33-96526), is hereby
incorporated by reference as Exhibit 99.
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.
DST SYSTEMS, INC.
By /s/ Robert C. Canfield
Senior Vice President-Law,
General Counsel and
Secretary
Dated: January 9, 1998
