SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A12B/A
AMENDMENT NO. 5
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)
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(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
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 5 amends the Registrant's registration statement on Form
8-A dated November 15, 1995 and amended on July 30, 1998, September 27, 1999,
November 26, 2001 and March 14, 2003 in connection with the Registrant's listing
of the Preferred Share Purchase Rights on the New York Stock Exchange.
This Amendment No. 5 is being filed to include as an exhibit to this
Registration Statement the Fourth Amendment to Rights Agreement, dated as of
March 2, 2005, between DST Systems, Inc. and EquiServe Trust Company, N.A.,
amending the Rights Agreement dated as of October 6, 1995 and amended as of July
9, 1998, September 10, 1999 and September 25, 2001. 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.
99.1 The Certificate of Designations dated October 16, 1995, establishing
the Series A Preferred Stock of the Company, which is attached as
Exhibit 4.3 to the Company's Registration Statement on Form S-1 filed
on September 1, 1995, as amended (Registration No. 33-96526)(the
"Registration Statement"), is hereby incorporated by reference as
Exhibit 99.1.
99.2 The Summary of the preferred stock purchase rights set forth in the
Company's Form 8-A dated November 15, 1995 in connection with the
listing of the preferred stock purchase rights on the New York Stock
Exchange (the "Form 8-A") (Commission File No. 1-14036), and the
related Rights Agreement dated as of October 6, 1995, between the
Company and State Street Bank and Trust Company, as rights agent,
which is attached as Exhibit 4.4 to the Company's Registration
Statement (Registration No. 33-96526), are hereby incorporated by
reference as Exhibit 99.2.
99.3 The First Amendment dated as of July 9, 1998 to the Rights Agreement,
which amendment is attached as Exhibit 99 to Form 8-A12B/A, Amendment
No. 1, dated July 30, 1998 (Commission File No. 1-14036), to the Form
8-A, is hereby incorporated by reference as Exhibit 99.3.
99.4 The Second Amendment dated as of September 10, 1999 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form 8-A12B/A,
Amendment No. 2, dated September 27, 1999 (Commission File No.
1-14036), to the Form 8-A, is hereby incorporated by reference as
Exhibit 99.4.
99.5 The Third Amendment dated as of September 25, 2001 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form 8-A12B/A,
Amendment No. 3, dated November 26, 2001 (Commission File No.
1-14036), to the Form 8-A, is hereby incorporated by reference as
Exhibit 99.5.
99.6 The Assignment, Acceptance and Consent dated as of November 7, 2001
and among the Company, State Street Bank and Trust Company, and
EquiServe Trust Company, N.A., and pertaining to the Rights Agreement,
which is attached as Exhibit 4.3.4 to
the Company's Annual Report on Form 10-K for the year ended December
31, 2001 (Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 99.6.
99.7 The Fourth Amendment to Rights Agreement dated as of March 2, 2005
between DST Systems, Inc. and EquiServe Trust Company, N.A., which is
attached as Exhibit 10.4 to the Company's current report on Form 8-K
(Commission File No. 1-14036), filed March 4, 2005, is hereby
incorporated by reference as Exhibit 99.7.
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, thereto duly authorized.
DST SYSTEMS, INC.
Date: March 4, 2005 By: /s/ Randall D. Young
-----------------------------------
Randall D. Young
Vice President, General Counsel and
Secretary