UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) August 5, 2003
(Exact name of registrant as specified in its charter)
DST Systems, Inc.
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
Delaware 1-14036 43-1581814
333 West 11th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 435-1000
Not Applicable
(Former name or former address, if changed since last report.)
FORM 8-K
DST SYSTEMS, INC.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit No. Description of Document
99.1 News Release dated August 5, 2003
ITEM 9 REGULATION FD DISCLOSURE
See attached to this Form 8-K a News Release dated August 5, 2003 concerning the
announcement by DST Systems, Inc. regarding its intention, subject to market and
other conditions, to issue convertible senior debentures through a private
placement.
The information in this Current Report on Form 8-K, including the exhibit, is
required by Item 12 of Form 8-K, shall not be deemed "filed" for the purposes of
or otherwise subject to the liabilities under Section 18 of the Securities
Exchange Act of 1934, and shall not be deemed to be incorporated by reference
into the filings of the registrant under the Securities Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DST Systems, Inc.
/s/ Gregg Wm. Givens
Vice President and Chief Accounting Officer
Date: August 6, 2003
Exhibit 99.1
DST SYSTEMS, INC. ANNOUNCES OFFERING OF $700 MILLION
OF CONVERTIBLE SENIOR DEBENTURES
KANSAS CITY, MO (August 5, 2003) - DST Systems, Inc. ("DST" or the "Company")
(NYSE: DST) today announced its intention, subject to market and other
conditions, to raise $700 million through a private placement of convertible
senior debentures due 2023. DST will grant to the initial purchasers of the
convertible debentures an option to purchase up to an additional $140 million of
the debentures. The debentures will be issued in two series.
The convertible debentures will be senior unsecured obligations of DST and will
be convertible into DST common stock under certain conditions at a conversion
rate representing a premium to the current market price. It is expected that the
convertible debentures will bear interest at a rate to be determined, payable in
the form of cash and after a specified period, accretion of the principal amount
payable at maturity. The convertible debentures will also pay contingent
interest under certain circumstances. The conversion rate, interest and
accretion rate and other terms will be provided upon the pricing of the
convertible debentures.
The debentures and common stock issuable upon conversion have not been
registered under the Securities Act of 1933, as amended, or applicable state
securities laws, and are being offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act. Unless so registered, the
debentures and common stock issued upon conversion of the debentures may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
This press release does not constitute an offer to sell, or the solicitation of
an offer to buy, any security. Any offer of the securities will be made only by
means of a private offering memorandum.
* * * *
The information and comments above may include forward-looking statements
respecting DST and its businesses. Such information and comments are based on
DST's views as of today, and actual results could differ. There could be a
number of factors affecting future results, including those set forth in Form
8-K/A dated March 17, 2003 filed by DST with the Securities and Exchange
Commission. All such factors should be considered in evaluating any
forward-looking comment. The Company will not update any forward-looking
statements in this press release to reflect future events.