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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 1, 2006
(Date of earliest event reported)
DST SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-14036 43-1581814
(Commission File Number) (I.R.S. Employer Identification No.)
333 West 11th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
(816) 435-1000
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 Entry into a Material Definitive Agreement
DST Systems, Inc. ("DST") has entered into a Second Amendment to Credit
Agreement, dated as of September 1, 2006 (the "Second Amendment"), amending the
Credit Agreement dated as of June 28, 2005, as amended, (the "Credit Agreement")
for DST's $600 million unsecured revolving credit facility. The Second Amendment
is among DST, the Lenders identified in the Second Amendment and Bank of
America, N.A. as Administrative Agent, L/C Issuer and Swing Line Lender. A copy
of the Second Amendment is attached as Exhibit 10.1 to this report.
The Second Amendment amends the Credit Agreement by, among other things:
(i) deleting the Consolidated Net Worth financial covenant from the Credit
Agreement; (ii) allowing DST to repurchase or redeem its capital stock with the
$254 million cash dividend it received from Asurion Corporation on July 13,
2006, as described in DST's current report on Form 8-K dated July 13, 2006, as
filed with the Securities and Exchange Commission on July 17, 2006, provided
such repurchase or redemption occurs during the period prior to August 31, 2007;
(iii) allowing DST to repurchase or redeem its capital stock in an aggregate
amount not to exceed $50,000,000 with the cash proceeds from the sale of real
property, in one or more transactions, provided such repurchase or redemption
occurs within one year of the receipt of the proceeds of each such sale; (iv)
clarifying that DST may repurchase or redeem capital stock from employees in
connection with the exercise of stock options by and/or the vesting of
restricted stock of such employees in the amount necessary to fund the cash
payments made by DST to the IRS to cover tax liabilities of such employees
related to such exercise of stock options or vesting of restricted stock; and
(v) increasing the maximum Consolidated Leverage Ratio permitted as of the end
of each quarter from 3.00 to 1.00 to 3.25 to 1.00 for the remaining term of the
Credit Agreement.
The above description of the Second Amendment is qualified in its entirety
by reference to the terms of the Second Amendment attached hereto as Exhibit
10.1.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
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10.1 Second Amendment to Credit Agreement, dated as of September
1, 2006
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 on this 8th day of September, 2006.
DST SYSTEMS, INC.
By: /s/ Kenneth V. Hager
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Kenneth V. Hager
Vice President, Chief Financial Officer
and Treasurer
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