UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A12B/A
Amendment No. 2
For 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)
Delaware 43-1581814
(State of incorporation (I.R.S. Employer
or organization ) Identification No.)
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 RIGHTS NEW YORK STOCK EXCHANGE
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 [ ] Not Applicable
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 [ ] Not Applicable
Securities Act registration statement file number to which this form
relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 2 amends the Registrant's registration statement on
Form 8-A dated November 15, 1995 and amended July 30, 1998 in connection with
the Registrant's listing of the Preferred Share Purchase Rights on the New York
Stock Exchange. The Preferred Stock Purchase Rights are also listed on the
Chicago Stock Exchange under a separate registration statement, which is also
being amended.
This Amendment No. 2 is being filed to include as an exhibit to this
Registration Statement the Second Amendment dated as of September 10, 1999 to
the Rights Agreement dated as of October 6, 1995 and amended as of July 9, 1998
between DST Systems, Inc. and State Street Bank and Trust Company. Except as
amended hereby, there are no other changes to this Registration Statement.
ITEM 1 Description of Registrant's Securities to be Registered.
No changes.
ITEM 2 Exhibits.
99 The Second Amendment dated as of September 10, 1999 to the Rights
Agreement dated as of October 6, 1995 and amended as of July 9, 1998
between the Registrant and State Street Bank and Trust Company
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, thereunto duly authorized.
DST Systems, Inc.
/s/ Robert C. Canfield
Senior Vice President, General Counsel,
Secretary
Date: September 27, 1999
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT dated as of September 10, 1999, is to the Rights
Agreement (the "Agreement") dated as of October 6, 1995, and amended as of July
9, 1998, between DST Systems, Inc., a Delaware corporation (the "Company"), and
State Street Bank and Trust Company, a Massachusetts trust company (the "Rights
Agent"). The Second Amendment is pursuant to Section 26 of the Agreement and is
being made prior to the Distribution Date. The undersigned officer of the
Company, in his capacity as such, hereby certifies that this Second Amendment is
in compliance with such Section 26. Capitalized and other terms in this Second
Amendment shall have the meanings given them in the Agreement unless defined
herein.
The Company and the Rights Agent agree that Section 1(a) of the
Agreement shall be deleted in its entirety and replaced with the following:
(a) "Acquiring Person" shall mean any Person who, together
with all Affiliates or Associates of such Person, shall be the
Beneficial Owner of a Substantial Block, whether or not such Person
continues to be the Beneficial Owner of a Substantial Block, but shall
not include: (i) the Company; (ii) any subsidiary of the Company; (iii)
any employee benefit plan of the Company or of any subsidiary of the
Company, or any Person organized, appointed or established by the
Company or by any subsidiary of the Company for or pursuant to the
terms of any such plan; (iv) a Person who, together with all Affiliates
and Associates of such Person, would become an Acquiring Person solely
as a result of a reduction of the number of shares of Common Stock of
the Company outstanding, including repurchases of outstanding shares of
Common Stock of the Company by the Company, which reduction increases
the percentage of outstanding shares of Common Stock of the Company
beneficially owned by such Person until such Person, Affiliate or
Associate shall thereafter become the Beneficial Owner of any
additional shares of such Common Stock; (v) Kansas City Southern
Industries, Inc., a Delaware corporation ("KCSI"), but only until (A)
the date less than twenty percent (20%) of the common stock of KCSI's
subsidiary, Stilwell Financial, Inc., a Delaware corporation
("Stilwell") is directly owned by KCSI (the "Stilwell Spin-Off"), or
(B) the date prior to the Stilwell Spin-Off of a change in control of
KCSI (as defined in this Section 1(a)); and (vi) Stilwell, Stilwell
Management, Inc., a Delaware corporation ("Stilwell Management")
provided Stilwell owns at least ninety-five percent (95%) of Stilwell
Management's voting power, and any other corporation which is a
wholly-owned subsidiary of Stilwell or part of an unbroken chain of
corporations beginning with Stilwell, in which one hundred percent
(100%) of the total combined voting power of each corporation in such
unbroken chain is owned by one or more of the other corporations in
such chain, but only so long as there is not a change in control of
Stilwell (as defined in this Section 1(a)) and on or after December 31,
1999 such Person described in this clause (vi) is not an investment
advisor or investment company under the Investment Company Act of 1940
or Investment Advisors Act of 1940, each as amended. Following the date
of the Stilwell Spin-Off or of a change in control of KCSI prior to the
Stilwell Spin-Off, KCSI and its Affiliates and Associates shall not be
deemed an Acquiring Person until such time as KCSI or any such
Affiliate or Associate shall acquire any additional shares of Common
Stock and following such acquisition of additional shares, KCSI,
together with its Affiliates and Associates, shall be the Beneficial
Owner of a Substantial Block. Following a change in control of
Stilwell, Stilwell and its Affiliates and Associates shall not be
deemed an Acquiring Person until such time as Stilwell or any such
Affiliate or Associate shall acquire any additional shares of Common
Stock, and following such acquisition of additional shares, Stilwell,
together with its Affiliates and Associates, shall be the Beneficial
Owner of a Substantial Block.
For purposes of this Section 1(a), a "change in control of
KCSI" shall be deemed to have occurred if: (i) for any reason at any
time, less than fifty percent (50%) of the members of the Board of
Directors of KCSI are Continuing Directors of KCSI (as defined in this
Section 1(a)); (ii) a person (as such term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act), without the prior approval of the
Board of Directors of KCSI, shall become a Major Stockholder of KCSI
(as defined in this Section 1(a)), or (iii) the stockholders of KCSI
shall have approved a Significant Transaction (as defined in this
Section 1(a)) involving KCSI or a Major Stockholder shall have proposed
any such transaction, unless such Significant Transaction shall have
been approved by at least fifty percent (50%) of the members of the
Board of Directors of KCSI who are Continuing Directors of KCSI.
For purposes of this Section 1(a), a "change in control of
Stilwell" shall be deemed to have occurred if prior to the date of the
Stilwell Spin-Off there is a change in control of KCSI or if subsequent
to the date of the Stilwell Spin-Off: (i) for any reason at any time,
less than fifty percent (50%) of the members of the Board of Directors
of Stilwell are Continuing Directors of Stilwell (as defined in this
Section 1(a)); (ii) a person (as such term is used in Section 13(d) and
14(d)(2) of the Exchange Act), without the prior approval of the Board
of Directors of Stilwell, shall become a Major Stockholder of Stilwell;
or (iii) the stockholders of Stilwell shall have approved a Significant
Transaction involving Stilwell or a Major Stockholder shall have
proposed such a transaction unless such Significant Transaction shall
have been approved by at least fifty percent (50%) of the members of
the Board of Directors of Stilwell who are Continuing Directors of
Stilwell.
A "Continuing Director" for purposes of this Section 1(a)
shall mean an individual: (A) who was on the Board of Directors of KCSI
on September 1, 1995, in the case of KCSI, or was on the Board of
Directors of Stilwell at the time of the Stilwell Spin-Off in the case
of Stilwell (in either case, "Current Director"); or (B) whose election
by the board of directors or nomination for election by stockholders
was approved by a vote of at least fifty percent (50%) of the Current
Directors; or (C) whose election by a vote of at least fifty percent
(50%) of the members of such board then still in office who are Current
Directors or were elected in the manner set forth in (B).
A "Major Stockholder" for purposes of this Section 1(a) shall
mean the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly of securities representing fifty
percent (50%) or more (calculated in accordance with Rule 13d-3) of the
combined voting power of KCSI's or Stilwell's, as the case may be, then
outstanding voting securities according to any public announcements or
filings.
A "Significant Transaction" for purposes of this Section 1(a)
shall mean a merger, consolidation, dissolution or sale, lease,
exchange or disposition of all or substantially all of the assets of
KCSI or Stilwell, as the case may be.
Except as otherwise set forth in this Second Amendment, the Agreement
has not been amended or otherwise modified in any respect and remains in full
force and effect in accordance with its terms. This Second Amendment may be
executed in any number of counterparts, and each such counterpart shall for all
purposes be deemed an original, and all such counterparts shall together
constitute but one and the same instrument.
DST SYSTEMS, INC.
By: /s/ Kenneth V. Hager
Vice President, Chief Financial Officer
and Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Charles V. Rossi
Vice President
