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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 2)
DST SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
233326107
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(CUSIP Number)
THOMAS A. EARLY
100 Fillmore Street
Denver, Colorado 80206
(303) 691-3905
(303) 394-7714 (facsimile)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 2003
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
*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).
(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP NO. 233326107 SCHEDULE 13D PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANUS CAPITAL GROUP INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
NOT APPLICABLE (b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES 7 SOLE VOTING POWER
NONE
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BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
39,724,052
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
NONE
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PERSON WITH 10 SHARED DISPOSITIVE POWER
39,724,052
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,724,052
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* Excludes 51,140 shares beneficially owned by the [X]
directors and executive officers of the Reporting Person.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.23%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 233326107 SCHEDULE 13D PAGE 3 OF 6 PAGES
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PRELIMINARY STATEMENT
This Amendment No. 2 to Schedule 13D (the "Amendment") is filed on
behalf of Janus Capital Group Inc. ("Janus"), a Delaware corporation formerly
known as Stilwell Financial Inc. Reference is made to the initial statement on
Schedule 13D filed on July 10, 2000, and amended as of December 12, 2001 (the
"Janus Statement"). The Janus Statement is hereby further amended and
supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Janus (the "Reporting Person").
Janus is a holding company with operations in the financial services
business. The principal executive office of Janus is located at 100 Fillmore
Street, Denver, Colorado 80206.
Neither the Reporting Person nor any of their 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 their 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, except Robert Skidelsky, is a citizen of the United States
of America, and is principally employed by the Reporting Person in the
capacities shown, except as otherwise indicated. Robert Skidelsky is a citizen
of Great Britain.
The business address of the directors and executive officers of Janus is
100 Fillmore Street, Denver, Colorado 80206.
Directors (excluding executive officers who are directors)
P.F. Balser Ironwood Partners, LLC
J.E. Barnes Retired
A. Cox Daniels College of Business, University of Denver
J.P. Craig III Opportunity Capital, LLC
H.Y. Hayes Janus Capital Management LLC
L.H. Rowland Retired
S.L. Scheid Retired
R. Skidelsky Retired
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CUSIP NO. 233326107 SCHEDULE 13D PAGE 4 OF 6 PAGES
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Executive Officers
M.B. Whiston Vice Chairman of the Board, President, Chief Executive
Officer and Director
L.M. Starr Vice President and Chief Financial Officer
T.A. Early Vice President, General Counsel and Chief Corporate
Affairs Officer
R.T. Hudner Vice President and Chief Operations Officer
R.C. Beery Vice President and Chief Marketing Officer
L.O. Soderberg Executive Vice President, Institutional Services
M.R. Luoma Vice President and Treasurer
G.A. Frost Vice President and Controller
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Janus directly holds 39,724,052 shares of Common Stock of DST.
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 of DST was
calculated based upon the shares shown outstanding on the Issuer's Quarterly
Report on Form 10-Q for the period ended September 30, 2002.
(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 had the following transactions in the Common Stock
during the 60 days prior to the date of this Schedule:
Prior to December 31, 2002, Stilwell Management, Inc. ("SMI"), a
Delaware corporation, was a wholly owned subsidiary of Janus, formerly known as
Stilwell Financial Inc., and directly held 39,724,052 shares of Common Stock of
DST. On December 31, 2002, SMI merged into Janus Capital Corporation ("JCC"),
also a subsidiary of Janus, with JCC surviving. On January 1, 2003, JCC merged
into Janus, with Janus surviving. As a result of the two above-described
mergers, Janus became the direct holder of the 39,724,052 shares of Common Stock
of DST.
(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
Total Percent Voting Power Dispositive Power
Name Owned of Class Sole Shared Sole Shared
---- ----- -------- ---- ------ ---- ------
Directors (excluding executive officers who are directors)
Balser 11,000 * 11,000 0 11,000 0
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CUSIP NO. 233326107 SCHEDULE 13D PAGE 5 OF 6 PAGES
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Barnes 0 0% 0 0 0 0
Cox 0 0% 0 0 0 0
Craig 0 0% 0 0 0 0
Hayes 0 0% 0 0 0 0
Rowland 40,140 * 40,140 0 40,140 0
Scheid 0 0% 0 0 0 0
Skidelsky 0 0% 0 0 0 0
Executive Officers
Whiston 0 0% 0 0 0 0
Starr 0 0% 0 0 0 0
Early 0 0% 0 0 0 0
Hudner 0 0% 0 0 0 0
Beery 0 0% 0 0 0 0
Soderberg 0 0% 0 0 0 0
Luoma 0 0% 0 0 0 0
Frost 0 0% 0 0 0 0
*Less than one percent.
None of the above named directors or executive officers have had any
transactions in the Common Stock of DST 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.
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CUSIP NO. 233326107 SCHEDULE 13D PAGE 6 OF 6 PAGES
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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: January 10, 2003
JANUS CAPITAL GROUP INC.
By: /s/ Thomas A. Early
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Name: Thomas A. Early
Title: Vice President, General Counsel
and Chief Corporate Affairs
Officer
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