-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DLN09UiUNDbneYYnu3jg8YeBhr/siDOJJ4yoz6Va0w+kRnW+e+Z5Fkuv9IdCiKSE wzTRk1yX6z+KSAvM4mg2Og== 0000714603-99-000030.txt : 19991224 0000714603-99-000030.hdr.sgml : 19991224 ACCESSION NUMBER: 0000714603-99-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EURONET SERVICES INC CENTRAL INDEX KEY: 0001029199 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 742806888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50661 FILM NUMBER: 99780258 BUSINESS ADDRESS: STREET 1: ZSIGMOND 10 CITY: BUDAPEST STATE: K5 BUSINESS PHONE: 2126647666 MAIL ADDRESS: STREET 1: 12617 JUPITER CIRCLE STREET 2: 12617 JUPITER CIRCLE CITY: LEAWOOD STATE: KS ZIP: 66209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DST SYSTEMS INC CENTRAL INDEX KEY: 0000714603 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 431581814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 WEST 11TH STREET STREET 2: 5TH FL CITY: KANSAS CITY STATE: MO ZIP: 64105-1594 BUSINESS PHONE: 8164356568 MAIL ADDRESS: STREET 1: 333 WEST 11TH STREET STREET 2: 5TH FL CITY: KANSAS CITY STATE: MO ZIP: 64105-1594 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) EURONET SERVICES INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.02 PER SHARE (Title of Class of Securities) 298736109 (CUSIP Number) Copies to: Robert C. Canfield, Esq. John F. Marvin, Esq. DST Systems, Inc. Alicia Prather 333 West 11th Street, 5th Floor Sonnenschein Nath & Rosenthal Kansas City, Missouri 64105 4520 Main Street, Suite 1100 (816) 435-1000 Kansas City, Missouri 64111 FAX: (816) 435-8630 (816) 932-4400 FAX: (816) 531-7545 (Name, Address and Telephone Number of Persons Authorized to receive Notices and Communications) December 23, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule-13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is paid with this statement / /. SCHEDULE 13D 1. Name Of Reporting Person I.R.S. Identification No. Of Above Persons (Entities Only): DST Systems, Inc. 2. Check The Appropriate Box If A Member Of A Group: Not Applicable. 3. SEC Use Only 4. Source Of Funds: WC 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e) Not Applicable. 6. Citizenship Or Place Of Organization: Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 1,908,597 8. Shared Voting Power: None. 9. Sole Dispositive Power: 1,908,597 10. Shared Dispositive Power: None. 11. Aggregate Amount Beneficially Owned By Each Reporting Person: 1,908,597 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares /X/ Excludes 4,333 shares beneficially owned by certain directors and executive officers of the Reporting Person. 13. Percent Of Class Represented By Amount In Row (11) 12.3% 14. Type Of Reporting Person: CO This Amendment No. 2 to Schedule 13D is filed on behalf of DST Systems, Inc., a Delaware corporation (the "Reporting Person") to report the purchase by a wholly-owned subsidiary of the Reporting Person of additional shares of the common stock, $0.02 par value, of Euronet Services Inc., a Delaware corporation ("Issuer"). Reference is made to the initial statement on Schedule 13D dated as of March 6, 1997, amended as of April 9, 1998 (the "DST Statement"). The DST Statement is hereby further amended and supplemented as follows: ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Schedule relates is the common stock, $0.02 par value per share ("Common Stock"), of Euronet Services Inc., a Delaware corporation. The address of principal executive office of the Issuer is Horvat u. 14-24, 1027 Budapest, Hungary. The United States mailing address of the Issuer is 4601 College Boulevard, Suite 300, Leawood, Kansas 66211. ITEM 2. IDENTITY AND BACKGROUND. This Schedule is being filed by DST Systems, Inc., a Delaware corporation. The principal executive office of the Reporting Person is located at 333 West 11th Street, Kansas City, Missouri 64105. The Reporting Person including its subsidiaries, provides sophisticated information processing and computer software services and products to the financial services industry (primarily mutual funds and investment managers), communications industry and other service industries. Stilwell Financial, Inc. ("Stilwell"), a Delaware corporation and a wholly-owned subsidiary of Kansas City Southern Industries, Inc. ("KCSI"), currently owns approximately 32% of the Reporting Person. Messrs. Allinson and Fitt, who are directors of the Reporting Person, are also directors of KCSI. The Reporting Person has not entered into any agreements with Stilwell or KCSI concerning the Reporting Person's management and policies. The Reporting Person has a stockholder's rights plan (the "Rights Plan") pursuant to which stockholders' have rights to acquire preferred stock interests if any person (an "Acquiring Person") acquires a certain level of ownership of the common stock of the Reporting Person. KCSI, Stilwell, and certain entities affiliated with Stilwell are in certain circumstances excluded from the definition of an "Acquiring Person" under the Rights Plan. As a result, Stilwell and KCSI may be able to influence matters affecting the Reporting Person. However, Stilwell and KCSI disclaim control of the Reporting Person and beneficial ownership of the Issuer's Common Stock as a result of Stilwell's ownership of the Reporting Person's common stock. Neither the Reporting Person nor any of its executive officers or directors hereinafter listed has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither the Reporting Person nor any of its executive officers or directors 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 The names of the Reporting Person's directors and executive officers appear below. Each such person is a citizen of the United States of America except Mr. Winn, who is a citizen of the United Kingdom, and each is principally employed by the Reporting Person in the capacities shown, except as otherwise indicated. The business address of such directors and executive officers is 333 West 11th Street, Kansas City, Missouri 64105, except as otherwise indicated below. Directors (excluding executive officers who are directors) A. E. Allinson Executive Vice President, State Street Bank and Trust Company Executive Vice President, State Street Corporation Chairman of the Board of Directors, Boston Financial Data Services, Inc. One Enterprise Drive North Quincy, MA 02171 G. L. Argyros Chairman and Chief Executive Officer of Arnel & Affiliates Founder and Principal Partner, Westar Capital 949 South Coast Dr., Ste. 600 Costa Mesa, CA 92626 M. G. Fitt Retired from Employers Reinsurance Corporation 10349 N. Lake Circle Olathe, KS 66061 Wm. C. Nelson President, Kansas City, of Bank of America, N.A. and Chairman of Bank of America, N.A.(Midwest) 14 W. 10th Street Kansas City, MO 64105 M. J. Strandjord Senior Vice President-LLD Finance of Sprint Corporation 6180 Sprint Parkway Overland Park, KS 66251 Executive Officers T. A. McDonnell President and Chief Executive Officer, Director T. A. McCullough Executive Vice President, Director J. C. Castle Chairman and Chief Executive Officer of USCS International, Inc. 2969 Prospect Park Drive Rancho Cordova, CA 95670-6148 C. W. Schellhorn Vice Chairman of USCS International, Inc. J. J. Boehm Group Vice President R. C. Canfield Senior Vice President, General Counsel and Secretary K. V. Hager Vice President, Chief Financial Officer and Treasurer C. R. Lintecum President and Chief Executive Officer of Output Technology Solutions, Inc. 5220 Robert J. Matthews Parkway El Dorado Hills, CA 95762 J. W. McBride Group Vice President M. F. McGrail President of DST Innovis, Inc. 2969 Prospect Park Drive Rancho Cordova, CA 95670-6148 R. L. Tritt Group Vice President M. A. Waterford Group Vice President J. M. Winn Managing Director of DST International Limited DST House, St. Mark's Hill Surbiton, Surrey KT64QD, England ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of November 19, 1999, a wholly-owned subsidiary of the Reporting Person agreed to purchase an aggregate of 100,000 shares of Common Stock in a transaction between the Reporting Person and Euroventures Hungary B.V. at a price per share of $3.1875, for an aggregate purchase price of $318,750.00. The transaction closed on December 23, 1999. In May 1999, a wholly-owned subsidiary of the Reporting Person purchased an aggregate of 125,000 shares of Common Stock in transactions through a broker with 25,000 of such shares being purchased on May 18, and having a purchase price of $2.0625 per share and the remainder being purchased on May 19 and having a purchase price of $2.0313 per share, for an aggregate purchase price of $254,692.50. The source of the funds used to make the purchases described in this Item was the working capital of the Reporting Person. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the transactions described in Item 3 was to acquire additional Common Stock of the Issuer for investment purposes. The Reporting Person, through its wholly-owned subsidiary, and the Reporting Person's directors and executive officers named in Item 5 continue to beneficially own 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 Person's or its directors' and executive officers' 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 respecting the Reporting Person's or its directors' and executive officers' Common Stock. Except as set forth in this Schedule, the Reporting Person and its 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 Person and its directors and executive officers reserve the right to change their intentions with respect to such matters. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. REPORTING PERSON (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 as outstanding on the Issuer's Form 10-Q for the quarter ended September 30, 1999, filed November 12, 1999 (Commission File No. C00-22167). (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) Other than the Reporting Person's agreement as of November 19, 1999 to purchase 100,000 shares of the Common Stock, which transaction closed on December 23, 1999, the Reporting Person has had no transactions in the Common Stock during the 60 days prior to the date of this Schedule. (d) No person, other than the Reporting Person through its wholly-owned subsidiary, 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. DIRECTORS AND EXECUTIVE OFFICERS None of the directors and executive officers of the Reporting Person, other than Messrs. McDonnell, McCullough, Nelson, Hager, and Allinson, beneficially owns any Common Stock. Mr. McDonnell is a director of the Issuer and holds options to purchase shares of the Common Stock. Within sixty (60) days of the date of this Schedule, Mr. McDonnell may exercise his options with respect to 333 of the shares. Mr. McCullough and Mr. Nelson each own 500 shares of the Common Stock. Each holds his respective stock jointly with his spouse, and along with his spouse, has sole power to vote and dispose of such shares. Mr. Hager owns 1,000 shares and Mr. Allinson owns 2,000 shares of the Common Stock, and each has sole power to vote and dispose of his respective shares. The number of shares of Common Stock beneficially owned by Messrs. McDonnell, McCullough, Nelson, Hager, and Allinson represent less than one percent of the outstanding shares of the Common Stock. None of the directors or executive officers of the Reporting Person has had any transaction in the Common Stock during the 60 days prior to the date of this Schedule. No person, other than Messrs. McDonnell, McCullough, Nelson, Hager, or Allinson, and the spouses of Messrs. McCullough and Nelson, as the case may be, 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 persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person and its directors and executive officers currently have 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. 99.1. Stock Purchase Agreement dated as of November 19, 1999 between West Side Investments, Inc. and Euroventures Hungary B.V. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. DATE: December 23, 1999 /s/ Robert C. Canfield Robert C. Canfield Senior Vice President, General Counsel and Secretary EX-99 2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of November 19, 1999, by and between West Side Investments, Inc., a Nevada corporation ("West Side"), and Euroventures Hungary B.V. ("Seller"). 1. Purchase and Sale of Stock. Subject to the terms and conditions set forth herein, West Side hereby purchases from Seller, and Seller hereby sells, conveys, assigns, transfers and delivers to West Side, free and clear of all liens, claims and encumbrances, a total of One Hundred Thousand (100,000) shares of common stock, $.02 par value per share, of Euronet Services Inc. ("Euronet") (the "Shares") for the consideration set forth in Paragraph 2. 2. Purchase Price. At the Closing provided for in Paragraph 3, West Side shall pay in cash to Seller as the purchase price (the "Purchase Price") for the Shares the sum of Three Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($318,750.00), representing $3.1875 per share. 3. Closing. (a) The closing (the "Closing") of the purchase and sale of the Shares shall occur on December 23, 1999. (b) At the Closing: (i) Seller shall provide such reasonable assurances as may be required by Euronet and its transfer agent that the sale of the Shares to West Side is permitted notwithstanding any restrictive legend, if any, which may appear on the stock certificates for the Shares. (ii) Seller shall provide to West Side satisfactory evidence that (x) the Shares have been delivered to Euronet's transfer agent, duly endorsed, or accompanied by validly executed stock powers sufficient to transfer all of Seller's right, title and interest in and to the Shares to West Side, and West Side shall have received confirmation from Euronet's transfer agent that the Shares have been received by such transfer agent properly endorsed and in good form for transfer and that such transfer agent's reasonable requirements for transfer have been met, or (y) that such of the Shares held in nominee name at Depository Trust Company ("DTC") have been transferred to West Side or its nominee. (iii) West Side shall pay the Purchase Price for the Shares by the delivery to Seller of a certified or bank cashier's check, or wire transfer, of immediately available funds, payable to the Seller in the amount set forth in Paragraph 2. 4. Representations and Warranties of Seller. Seller represents and warrants to West Side that: (a) At the time of Closing, the Shares owned by Seller and to be sold under this Stock Purchase Agreement will not be subject to, or collateral for, any pledge, loan or other agreement, and, Seller is the lawful owner of, and has full right, title and interest in and to, the Shares to be sold by such Seller hereunder, free and clear of all liens, claims and encumbrances whatsoever. (b) Seller has full power and authority to enter into, deliver and perform this Stock Purchase Agreement, including but not limited to selling and transferring to West Side the Shares as contemplated herein, and the execution and delivery and performance at Closing of this Stock Purchase Agreement by Seller will not conflict with or constitute a default under any provision of any other agreement, indenture or other instrument by which Seller is bound. (c) At the Closing, the certificates representing the Shares shall be validly and properly endorsed, or have attached stock powers duly executed, by the registered owner thereof or appropriate instructions shall have been given to DTC sufficient to effect the transfer contemplated herein. (d) This Stock Purchase Agreement, upon its execution and delivery by Seller, shall be a valid and binding obligation on the part of Seller, except as such enforceability may be limited by bankruptcy, insolvency, receivership or other similar laws applicable to creditors' rights and other equitable remedies. (e) Upon full payment of the Purchase Price and delivery of the certificates therefor or transfer at DTC as contemplated herein, West Side shall acquire full right, title and interest in and to the Shares, free and clear of any and all liens, claims or encumbrances. 5. Representations and Warranties of West Side. West Side hereby represents and warrants to Seller that at the date hereof and at the time of the Closing: (a) West Side is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full corporate power and authority to execute, deliver and perform this Stock Purchase Agreement. (b) This Stock Purchase Agreement, upon its execution and delivery by West Side shall be a valid and binding obligation on the part of West Side, except as such enforceability may be limited by bankruptcy, insolvency, receivership or other similar laws applicable to creditors' rights and other equitable remedies. 6. Survival. All representations and warranties made herein shall be and remain true and correct at the Closing, shall survive the Closing and shall remain true and correct at and after the Closing, the same as if made at and as of such time. 7. Severability. The provisions of this Stock Purchase Agreement are severable and in the event that a court shall finally hold that any provision herein shall be invalid or unenforceable, the validity or enforceability of the other provisions hereof shall not be affected thereby. 8. Notices. All notices given hereunder shall be deemed to have been duly given when personally delivered or when mailed by registered or certified mail, postage prepaid, addressed as set forth below or to such other address as the addressee may have designated in writing to the addressor: If to West Side: West Side Investments, Inc. Attention: Kenneth V. Hager Treasurer/Secretary c/o DST Systems, Inc. 333 West 11th Street Kansas City, Missouri 64105 If to Seller: Euroventures Hungary B.V. Attention: Corne Roest Julianaplein 10 5211 BC s' Hertogenbosch The Netherlands 9. Governing Law. This Stock Purchase Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada to the same extent as if fully made and performed in such state and without reference to any provisions respecting conflicts of laws. 10. Successors and Assigns. This Stock Purchase Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives. It may not be amended except by an instrument signed by each of the parties hereto or such successors, assigns, heirs, executors, administrators, or legal representatives. 11. Headings. The section headings contained in this Stock Purchase Agreement are for convenience only and shall not be considered as construing or interpreting any of the provisions hereof. IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as of the date first above written. West Side Investments, Inc. By /s/Kenneth V. Hager Kenneth V. Hager Treasurer and Secretary Euroventures Hungary B.V. By /s/ Jan Stolker Jan Stolker ABN AMRO, Director -----END PRIVACY-ENHANCED MESSAGE-----