UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| DST SYSTEMS, INC. |
(Name of Issuer)
| COMMON STOCK |
(Title of Class of Securities)
| 233326107 |
(CUSIP Number)
| George L. Argyros c/o Arnel Development Company 949 South Coast Drive, Suite 600 Costa Mesa, California 92626 Tel. No.: (714) 481-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to: Michael A. Hedge, Esq. K&L Gates LLP 1900 Main Street, Suite 600 Irvine, California 92614 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
| November 21, 2011 |
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
| CUSIP No. 233326107 |
| 1. |
Name of Reporting Person:
George L. Argyros |
I.R.S. Identification Nos. of above persons (entities only):
Inapplicable. | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only:
| |||||
| 4. | Source of Funds (See Instructions):
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ¨
| |||||
| 6. | Citizenship or Place of Organization:
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power:
9,681,377 | ||||
| 8. | Shared Voting Power:
-0- | |||||
| 9. | Sole Dispositive Power:
9,681,377 | |||||
| 10. | Shared Dispositive Power:
-0- | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
9,681,377 | |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11):
21.97% (1) | |||||
| 14. |
Type of Reporting Person (See Instructions):
IN | |||||
| (1) | Based upon shares of common stock outstanding on October 31, 2011, as reported in the issuer’s Quarterly Report on Form 10-Q filed on November 8, 2011. |
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| Item 1. | Security and Issuer |
This Amendment No. 3 amends and restates the Amendment No. 2 to Statement on Schedule 13D filed by George L. Argyros (the “Reporting Person”) with the Securities and Exchange Commission on March 18, 2004 with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of DST Systems, Inc., a Delaware corporation (the “Issuer”) having its principal executive offices at 333 West 11th Street, Fifth Floor, Kansas City, Missouri 64105.
This Amendment No. 3 is being made primarily to reflect the Reporting Person’s resignation as trustee of The Argyros Children’s Trust II, as well as to update the Reporting Person’s ownership interests, and to update the Reporting Person’s disclosure under Item 4.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed on behalf of the Reporting Person. |
| (b) | The business address of the Reporting Person is c/o Arnel Development Company, 949 South Coast Drive, Suite 600, Costa Mesa, California 92626. |
| (c) | The Reporting Person’s present principal occupation is Chairman of the Board and Chief Executive Officer of Arnel and Affiliates, a private investment company. |
| (d) | The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. |
| (e) | The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person 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 during the last five years. |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
All of the Common Stock beneficially owned by the Reporting Person was acquired by the Reporting Person and affiliated entities of the Reporting Person either:
| • | pursuant to the merger of USCS International, Inc. into a wholly owned subsidiary of the Issuer in a stock-for-stock transaction on December 21, 1998; |
| • | as annual grants of Common Stock from the Issuer in consideration of the Reporting Person’s prior service on the Issuer’s board of directors; |
| • | upon exercise of options to purchase the Common Stock by payment of the exercise price in cash from personal funds; or |
| • | in open market purchases using personal funds. |
| Item 4. | Purpose of Transaction |
Each of the Reporting Person and affiliated entities of the Reporting Person acquired the shares of Common Stock of the Issuer for investment purposes only and not with the intent of acquiring control of the Issuer.
Other than as described in the preceding paragraph, the Reporting Person has no present plans or proposals that relate to or would result in any of the matters referred to in subparagraphs (a) through (j) of Item 4 of Schedule
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13D. However, as part of his ongoing review of investment alternatives, the Reporting Person may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, or may engage in communications with management or the Board of Directors of the Issuer, other stockholders of the Issuer or other parties regarding such matters, including but not limited to operations, strategy, management, capital structure and the strategic alternatives that may be available to the Issuer.
| Item 5. | Interest in Securities of the Issuer |
(a) The Reporting Person beneficially owns 9,681,377 shares of Common Stock of the Issuer, which represent approximately 21.97% of the outstanding shares of Common Stock of the Issuer (based on the 44,071,146 shares of Common Stock outstanding on October 31, 2011, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011). Of the 9,681,377 shares beneficially owned by the Reporting Person, (i) 672,002 shares are held by the The Argyros Family Foundation, of which the Reporting Person is the Chairman, (ii) 4,295,500 shares are held by HBI Financial, Inc., of which the Reporting Person is the sole shareholder, (iii) 1,686 shares are held by GLA Financial Corporation, of which the Reporting Person is the sole shareholder, (iv) 900 shares are held by The Leon & Olga Argyros 1986 Trust, of which the Reporting Person is the trustee, (v) 215 shares are held by The George T. Poulos Trust, of which the Reporting Person is the trustee and (vi) 4,711,074 shares are held by The Argyros Family Trust, of which the Reporting Person is the trustee. The Reporting Person has no pecuniary interest in shares held by the Argyros Family Foundation, which is a charitable foundation. The Reporting Person disclaims beneficial ownership of the shares held by The Argyros Family Foundation, The Leon & Olga Argyros 1986 Trust and The George T. Poulos Trust.
(b) Number of shares as to which reporting person has:
| 1. | Sole power to vote or direct vote: 9,681,377 |
| 2. | Shared power to vote or direct vote: -0- |
| 3. | Sole power to dispose or direct the disposition: 9,681,377 |
| 4. | Shared power to dispose or direct the disposition: -0- |
(c) Not applicable.
(d) All of the shares beneficially owned by the Reporting Person are owned directly by various family trusts in which the Reporting Person is the trustee or corporations in which The Argyros Family Trust is the sole stockholder. In each case, the Reporting Person has the power to vote and dispose of the shares.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Not applicable.
| Item 7. | Material to be Filed as Exhibits |
None.
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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: November 21, 2011
| /s/ George L. Argyros |
| George L. Argyros |
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