Edgar Filing: DST SYSTEMS INC

Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

DST Systems, Inc.

(Name of issuer)

Common Stock, $0.01 par value

(Title of class of securities)

233326107

(CUSIP number)

December 31, 2009

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 233326107
1.	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Breeden Capital Management LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person 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 each reporting person 0
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 0%
12.	Type of reporting person (see instructions) OO

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CUSIP No. 233326107
1.	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Breeden Capital Partners LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person 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 each reporting person
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 0%
12.	Type of reporting person (see instructions) OO

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CUSIP No. 233326107
1.	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only). Richard C. Breeden
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person 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 each reporting person 0
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 0%
12.	Type of reporting person (see instructions) IN

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Item 1

(a).

Name of Issuer

DST Systems, Inc. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

333 West 11th Street

Kansas City, MO 64105

Item 2

(a).

Name of Person Filing:

Breeden Capital Management LLC

Breeden Capital Partners LLC

Richard C. Breeden

Item 2

(b).

Address of Principal Business Office or, if none, Residence:

The address for each of Breeden Capital Management LLC, Breeden Capital Partners LLC and Richard C. Breeden is 100 Northfield Street, Greenwich CT 06830.

Item 2

(c).

Citizenship:

Breeden Capital Management LLC and Breeden Capital Partners LLC are both Delaware limited liability companies. Richard C. Breeden is a citizen of the United States of America.

Item 2

(d).

Title of Class of Securities:

Common Stock, $0.01 par value (the “Common Stock”)

Item 2

(e).

CUSIP Number:

233326107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: .

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Item 4.	Ownership.

	(a)	Amount beneficially owned:

		As of December 31, 2009, the reporting persons owned no shares of Common Stock.

	(b)	Percent of class:

		See Item 11 of the Cover Pages to this Schedule 13G.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			0

		(ii)	Shared power to vote or to direct the vote:

			0

		(iii)	Sole power to dispose or to direct the disposition of:

			0

		(iv)	Shared power to dispose or to direct the disposition of:

			0

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 person has ceased to be the beneficial owner of more than five percent 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

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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.

Dated: February 16, 2010


BREEDEN CAPITAL MANAGEMENT LLC

BY:		/S/ RICHARD C. BREEDEN
		Richard C. Breeden
		Managing Member

BREEDEN CAPITAL PARTNERS LLC

BY:		/S/ RICHARD C. BREEDEN
		Richard C. Breeden
		Managing Member

RICHARD C. BREEDEN

BY:		/S/ RICHARD C. BREEDEN
		Richard C. Breeden

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