-----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, GIzoNgIIOtLvvVOuTHIdx5R0WNUJU4+8AJyGa0ScbM+FsCWcjzIgGZOdNT4CgGo4 NVo/g0H/y5NOrCk2aWAoIg== 0000101382-99-000006.txt : 19990218 0000101382-99-000006.hdr.sgml : 19990218 ACCESSION NUMBER: 0000101382-99-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 GROUP MEMBERS: DST SYSTEMS, INC. EMPLOYEE STOCK OWNERSHIP PLAN GROUP MEMBERS: UMB BANK, N.A. GROUP MEMBERS: UMB FINANCIAL CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DST SYSTEMS INC CENTRAL INDEX KEY: 0000714603 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 431581814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-36993 FILM NUMBER: 99543704 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UMB FINANCIAL CORP CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: ZIP: ----- FORMER COMPANY: FORMER CONFORMED NAME: UNITED MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* DST SYSTEMS, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 233 326 (CUSIP Number) * This statement constitutes Amendment No. 3 to the Schedule 13G, as last amended February 13, 1998, previously filed by UMB Bank, n.a. (formerly United Missouri Bank, n.a.) ("UMB"), UMB's parent, UMB Financial Corporation (formerly United Missouri Bancshares, Inc.), and The Employee Stock Ownership Plan (the "DST ESOP"), for employees of DST Systems, Inc., with respect to the common stock, par value $0.01 per share (the "Common Stock"), of DST Systems, Inc., a Delaware corporation (the "Issuer"). Page 1 of 10 Pages CUSIP NO. 233 326 SCHEDULE 13G Page 2 of 10 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB BANK, n.a. ("UMB") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: United States Number of Shares Beneficially owned by UMB With: 5. Sole Voting Power: 900. UMB disclaims beneficial ownership of these shares. 6. Shared Voting Power: 300. UMB disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 900. UMB disclaims beneficial ownership of these shares. 8. Shared Dispositive Power: 2,816,751. UMB disclaims beneficial ownership of these shares, which include 2,816,451 shares which are held as trustee of the DST ESOP. 9. Aggregate Amount Beneficially Owned by UMB: 2,817,651. UMB disclaims beneficial ownership of these shares, 2,816,451 of which are held as trustee of the DST ESOP. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] Such amount excludes 103,701 shares of the Issuer's Common Stock that are held in custody accounts by UMB for which UMB has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: 4.4% 12. Type of Reporting Person: BK CUSIP NO. 233 326 SCHEDULE 13G Page 3 of 10 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB FINANCIAL CORPORATION ("UMBFC") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: Missouri Number of Shares Beneficially owned by UMBFC With: 5. Sole Voting Power: -0- 6. Shared Voting Power: -0- 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by UMBFC: -0- 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] Such amount excludes 2,921,352 shares of the Issuer's Common Stock that are held by a subsidiary in various capacities, including as trustee of the DST ESOP, as to which UMBFC has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: -0- 12. Type of Reporting Person: HC CUSIP NO. 233 326 SCHEDULE 13G Page 4 of 10 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: THE EMPLOYEE STOCK OWNERSHIP PLAN ("DST ESOP"), for employees of DST Systems, Inc. 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: Missouri Number of Shares Beneficially owned by DST ESOP With: 5. Sole Voting Power: -0- 6. Shared Voting Power: -0- 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 2,816,451. Beneficial ownership is disclaimed as to the 2,816,451 shares held on behalf of the DST ESOP. 9. Aggregate Amount Beneficially Owned by DST ESOP: 2,816,451. Beneficial ownership is disclaimed as to the 2,816,451 shares held on behalf of the DST ESOP. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 4.4% 12. Type of Reporting Person: EP CUSIP NO. 233 326 Page 5 of 10 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 Item 1(a) Name of Issuer: DST Systems, Inc., a Delaware corporation Item 1(b) Address of Issuer's Principal Executive Offices: 1055 Broadway, Kansas City, Missouri 64105 Item 2(a) Names of Persons Filing: (i) UMB Bank, n.a. ("UMB") (ii) UMB Financial Corporation ("UMBFC") (iii) The Employee Stock Ownership Plan ("DST ESOP") Item 2(b) Address of Principal Business or, if none, Residence: Both UMB and UMBFC maintain their principal executive offices at, and the address for the DST ESOP is, 1010 Grand Boulevard, Kansas City, Missouri 64106 Item 2(c) Citizenship: UMBFC is a corporation organized under the laws of the State of Missouri, UMB is a national banking association chartered by the United States and the DST ESOP is a trust organized in the State of Missouri. CUSIP NO. 233 326 SCHEDULE 13G Page 6 of 10 Pages Item 2(d) Title of Class of Securities: common stock, par value $0.01 per share (the "Common Stock"). Item 2(e) CUSIP Number: 233 326 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer under Section 15 of the Act (b) [X] Bank as defined in section 3(a)(6) of the Act (UMB) (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [X] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (DST ESOP) (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) CUSIP NO. 233 326 SCHEDULE 13G Page 7 of 10 Pages Item 4. Ownership. Not applicable. Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that, as of the date hereof, the reporting persons have ceased to be beneficial owners of more than 5% of the class of securities, check the following [X]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item 10 Certification. See below. CUSIP NO. 233 326 SCHEDULE 13G Page 8 of 10 Pages Signature By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction have such purposes or effect. 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. UMB Bank, n.a. Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary The Employee Stock Ownership Plan, for employees of DST Systems, Inc. By: UMB Bank, n.a., Trustee Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary CUSIP NO. 233 326 SCHEDULE 13G Page 9 of 10 Pages EXHIBIT INDEX Exhibit Document Page No. A. Joint Filing Agreement CUSIP NO. 233 326 SCHEDULE 13G Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Exhibit is attached with respect to the Common Stock, par value $0.01 per share, of DST Systems, Inc., a Delaware corporation, and consent to this Joint Filing Agreement being included as an Exhibit to such filing. In evidence thereof the undersigned hereby execute this Agreement this 16th day of February, 1999. UMB Bank, n.a. Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 16, 1998 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary The Employee Stock Ownership Plan, for employees of DST Systems, Inc. By: UMB Bank, n.a., Trustee Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----