<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DST SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
233326107
(CUSIP Number)
Danny R. Carpenter, ESQ.
920 Main Street
Kansas City, Missouri 64105
[816-] 218-2403
[816-] 218-2450 [facsimile]
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 28, 2000
(Date of Event Which Requires Filing of This Statement)
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CUSIP NO.: 233326107 Schedule 13D July 10, 2000
1) NAME OF REPORTING PERSONS: Stilwell Financial Inc. and Stilwell
Management, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not Applicable.
3) SEC USE ONLY:
4) SOURCE OF FUNDS: OO.
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E): Not Applicable.
6) PLACE OF ORGANIZATION: Delaware.
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSONS WITH:
7) SOLE VOTING POWER: None.
8) SHARED VOTING POWER: 20,281,526.
9) SOLE DISPOSITIVE POWER: None.
10) SHARED DISPOSITIVE POWER: 20,281,526.
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSONS: 20,281,526
shares.
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
43,220 shares beneficially owned by the directors and executive officers
of the Reporting Persons.
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 32.3%.
14) TYPE OF REPORTING PERSONS: CO.
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CUSIP NO.: 233326107 Schedule 13D July 10, 2000
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule relates
is the common stock, $0.01 par value per share (the "Common
Stock"), of DST Systems, Inc., a Delaware corporation (the
"Issuer").
The principal executive office of the Issuer is 333 West 11th
Street, Fifth Floor, Kansas City, Missouri 64105.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by Stilwell Financial Inc.
("Stilwell"), a Delaware corporation, and Stilwell Management, Inc.
("SMI"), a Delaware corporation (jointly the "Reporting Persons").
Stilwell is a holding company with operations in the financial
services business. The principal executive office of Stilwell is
located at 920 Main Street, Kansas City, Missouri 64105.
SMI is a corporation with operations in the financial asset
management business and is a wholly owned subsidiary of Stilwell.
The principal executive office of SMI is located at 210 University
Boulevard, Suite 900, Denver, Colorado 80206.
Neither the Reporting Persons nor any of their directors or
executive officers hereinafter listed has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
Neither the Reporting Persons nor any of their directors or
executive officers hereinafter listed has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
DIRECTORS AND EXECUTIVE OFFICERS
Each of the directors and executive officers of the Reporting
Persons, whose names appear below, is a citizen of the United
States of America, and is principally employed by the Reporting
Persons in the capacities shown, except as otherwise indicated.
Stilwell
--------
The business address of the directors and executive officers
of Stilwell is 920 Main Street, Kansas City, Missouri 64105.
Directors (excluding executive officers who are directors)
P.F. Balser Managing Partner, Generation Partners L.P.
J.E. Barnes Retired
M.I. Sosland Chairman, Sosland Companies, Inc.,
Chairman, Sosland Publishing Company
Executive Officers
L.H. Rowland Chairman of the Board, President, Chief
Executive Officer and Director
T.H. Bailey Chairman, President and Chief Executive
Officer of Janus Capital Corporation
J.D. Monello Vice President and Chief Operating Officer
D.R. Carpenter Vice President and Secretary
A.P. McCarthy Vice President - Finance
G.E. Royle Vice President - Legal
D.E. Nickerson Vice President and Controller
SMI
---
The business address of the directors and executive officers
of SMI is 210 University Boulevard, Suite 900, Denver, Colorado
80206.
Directors (excluding executive officers who are directors)
L. H. Rowland Chairman of the Board of Directors,
President and Chief Executive Officer of
Stilwell
J.D. Monello Vice President and Chief Operating Officer
of Stilwell
D.R. Carpenter Vice President and Secretary of Stilwell
Executive Officers
J.R. Thompson President, Chief Executive Officer and Director
D.G. Mertens Senior Vice President
A.J. Iseman Vice President - Operations
D.J. Schultz Vice President - Finance, Treasurer and Chief
Financial Officer
J.M. Teague Vice President - Administration and Secretary
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Stilwell is a wholly-owned subsidiary of Kansas City Southern
Industries, Inc. ("KCSI"). All of the shares of Stilwell are to be
distributed by KCSI on July 12, 2000 on a pro rata basis to the
shareholders of record of KCSI on June 28, 2000 (the "Spin-off").
The Common Stock formerly owned by KCSI was transferred prior to
the Spin-off and is now owned by SMI, a wholly owned subsidiary of
Stilwell. The shares of Common Stock owned by the directors and
executive officers of the Reporting Persons were purchased with
personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons and their directors and executive
officers hold the Common Stock for investment purposes, but each
reserves the right to exercise any and all rights and privileges as
stockholders of the Issuer in a manner consistent with the
Reporting Persons' or their directors' and executive officers'
respective own best interests, to purchase or sell the Common Stock
or other securities of the Issuer, and to communicate with
management of the Issuer, other stockholders of the Issuer or
others and/or to participate, alone or with others, in various
plans, proposals or transactions respecting the Issuer or the
Reporting Persons' or their directors' and officers' Common Stock.
Except as set forth in this Schedule, the Reporting Persons
and their directors and executive officers have no present plans or
intentions that relate to or would result in any of the events
described in paragraphs (a) through (j) of Item 4 of the
instructions to Schedule 13D. However, as previously noted, the
Reporting Persons and their directors and executive officers
reserve the right to change their intentions with respect to such
matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
SMI directly holds 20,281,526 shares of Common Stock. SMI is wholly
owned by Stilwell.
REPORTING PERSONS
(a) The responses to Items 11 and 13 of the inside cover page of this
Schedule 13D are hereby incorporated by reference in response to
paragraph (a) of this Item 5. The percentage of the outstanding
Common Stock was calculated based upon the shares shown outstanding
on the Issuer's Quarterly Report on Form 10-Q for the period ended
March 31, 2000.
(b) The responses to Items 7, 8, 9 and 10 of the inside cover page of
this Schedule 13D are hereby incorporated by reference in response
to paragraph (b) of this Item 5.
(c) The Reporting Persons have had the following transactions in the
Common Stock during the 60 days prior to the date of this Schedule:
None.
(d) No person, other than the Reporting Persons, has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds of the sale of, the Common Stock.
(e) Not applicable.
<TABLE>
<CAPTION> DIRECTORS AND EXECUTIVE OFFICERS
Name Total Percent Voting Power Dispositive Power
Owned of Class Sole Shared Sole Shared
----- -------- ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
Stilwell (excluding executive officers who are not directors)
--------
Barnes 0 <F1> 0 0 0 0
Balser 15,500 <F1> 15,500 0 15,500 0
Sosland 6,400 <F1> 0 6,400 0 6,400
Executive Officers
Rowland 20,070 <F1> 20,070 0 20,070 0
Monello 0 <F1> 0 0 0 0
Bailey 0 <F1> 0 0 0 0
Carpenter 250 <F1> 0 250 0 250
McCarthy 500 <F1> 500 0 500 0
Royle 500 <F1> 0 500 0 500
Nickerson 0 <F1> 0 0 0 0
SMI (excluding executive officers who are not directors)
---
Rowland 20,070 <F1> 20,070 0 20,070 0
Monello 0 <F1> 0 0 0 0
Carpenter 250 <F1> 0 250 0 250
Executive Officers
Thompson 0 <F1> 0 0 0 0
Mertens 0 <F1> 0 0 0 0
Iseman 0 <F1> 0 0 0 0
Schultz 0 <F1> 0 0 0 0
Teague 0 <F1> 0 0 0 0
<FN>
<F1> Less than one percent.
</FN>
</TABLE>
None of the above named directors or executive officers have
had any transactions in the Common Stock during the 60 days prior
to the date of this Schedule.
No person, other than the respective directors or executive
officers, has the right to receive or the power to direct the
receipt of dividends from, or the proceeds of the sale of, the
Common Stock beneficially owned by such director or officer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons and their directors and executive
officers currently has no contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect
to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Undertaking.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: July 10, 2000
SIGNATURE: /s/ Danny R. Carpenter
-------------------------------
Danny R. Carpenter
Stilwell Financial Inc.
Vice President and Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: July 10, 2000
SIGNATURE: /s/ David J. Schultz
--------------------------------
David J. Schultz
Stilwell Management, Inc.
Vice President - Finance,
Treasurer and Chief Financial
Officer
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunder, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: July 10, 2000
STILWELL FINANCIAL INC. STILWELL MANAGEMENT, INC.
By:/s/ Danny R. Carpenter By: /s/ David J. Schultz
---------------------------- --------------------------------
Danny R. Carpenter David J. Schultz
Vice President and Secretary Vice President - Finance,
Treasurer and Chief Financial
Officer
