-----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, Byo/51OId/uFE5ybYD/nMw15RVcvOCUInbbqL44HRhIoxSSgPuZzuX4mLjgC81DU ZCJbd+1TIVUTnscz0v4Ctg== 0000054480-97-000009.txt : 19970327 0000054480-97-000009.hdr.sgml : 19970327 ACCESSION NUMBER: 0000054480-97-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970326 SROS: NYSE 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36993 FILM NUMBER: 97563127 BUSINESS ADDRESS: STREET 1: 1055 BROADWAY CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8164356568 MAIL ADDRESS: STREET 1: 1055 BROADWAY CITY: KANSAS CITY STATE: MO ZIP: 64105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS CITY SOUTHERN INDUSTRIES INC CENTRAL INDEX KEY: 0000054480 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 440663509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 114 W 11TH ST CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8165560303 MAIL ADDRESS: STREET 1: 114 WEST 11TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 SC 13D 1 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) 0002333261 (CUSIP Number) RICHARD P. BRUENING, ESQ. 114 West 11th Street Kansas City, Missouri 64105 816-983-1370 816-983-1459 (facsimile) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 29, 1997 (Date of Event Which Requires Filing of This Statement) CUSIP NO.: 0002333261 Schedule 13D February 7, 1997 1) NAME OF REPORTING PERSON: Kansas City Southern Industries, 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 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 PERSON WITH: 7) SOLE VOTING POWER: 20,224,026. 8) SHARED VOTING POWER: None. 9) SOLE DISPOSITIVE POWER: 20,224,026. 10) SHARED DISPOSITIVE POWER: None. 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 20,224,026 shares. 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 80,470 shares beneficially owned by the directors and executive officers of the Reporting Person. 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 40.9%. 14) TYPE OF REPORTING PERSON: CO. CUSIP NO.: 0002333261 Schedule 13D February 7, 1997 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 Kansas City Southern Industries, Inc., a Delaware corporation (the "Reporting Person"). The principal executive office of the Reporting Person is located at 114 West 11th Street, Kansas City, Missouri 64105 The Reporting Person is a diversified holding company with principal operations in rail transportation, through its subsidiary The Kansas City Southern Railway Company, and the financial asset management business. Neither the Reporting Person nor any of its 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 Person nor any of its 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 Person, whose names appear below, is a citizen of the United States of America, other than Mr. Serrano, who is a citizen of Mexico, and 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 114 West 11th Street, Kansas City, Missouri 64105. Directors (excluding executive officers who are directors) A. Edward Allinson Executive Vice President, State Street Bank and Trust Company Chairman of the Board of Directors, Boston Financial Data Services, Inc. Executive Vice President, State Street Boston Corporation Paul F. Balser Managing Partner, Generation Partners James E. Barnes Chairman of the Board, President and Chief Executive Officer of MAPCO, Inc. Michael G. Fitt Retired Jose F. Serrano Chairman and Chief Executive Officer, Transportacion Maritima Mexicana, S.A. de C.V. Morton I. Sosland Chairman, Sosland Companies, Inc. Executive Officers P.H. Henson Chairman of the Board L.H. Rowland President and Chief Executive Officer, Director M.R. Haverty Executive Vice President, Director T.H. Bailey Chairman of the Board, Chief Executive Officer and President, Janus Capital Corporation P.S. Brown Vice President, Associate General Counsel and Assistant Secretary R.P. Bruening Vice President, General Counsel and Corporate Secretary D.R. Carpenter Vice President - Finance A.P. McCarthy Vice President and Treasurer J.D. Monello Vice President and Chief Financial Officer L.G. Van Horn Vice President and Comptroller ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person reduced its ownership in DST through a primary and secondary public offering in November 1995 of DST's common stock. The shares of Common Stock purchased by the Reporting Person were paid for from working capital. The shares of Common Stock owned by the directors and executive officers of the Reporting Person were purchased with personal funds. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person and its 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 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 the Reporting Person's or its directors' and 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 outstanding on the Issuer's Annual Report on Form 10-K for the year ended December 31, 1996. (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 Person has had the following transactions in the Common Stock during the 60 days prior to the date of this Schedule: 1. On January 29, 1997, the Reporting Person purchased 27,534 shares in a private transaction for $32.6875 per share. The Reporting Person has not had any other transactions in the Common Stock during the last 60 days. (d) No person, other than the Reporting Person, 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 Name Total Percent Voting Power Dispositive Power Owned of Class Sole Shared Sole Shared Directors (excluding executive officers who are not directors) Allinson 11,000 11,000 0 11,000 0 Balser 12,500 12,500 0 12,500 0 Barnes 0 0 0 0 0 Fitt 9,000 9,000 0 9,000 0 Serrano 0 0 0 0 0 Sosland 9,100 1,000 8,100 1,000 8,100 Executive Officers Henson 10,000 10,000 0 10,000 0 Rowland 20,070 20,070 0 20,070 0 Haverty 5,000 5,000 0 5,000 0 Bailey 0 0 0 0 0 Brown 0 0 0 0 0 Bruening 1,000 1,000 0 1,000 0 Carpenter 1,000 500 500 500 500 McCarthy 500 0 500 0 500 Monello 1,000 1,000 0 1,000 0 Van Horn 300 300 0 300 0 Less than one percent.
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 Person and its 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. None. 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: March 24, 1997 SIGNATURE: /s/ Richard P. Bruening Vice President, General Counsel and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----