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) December 1, 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 5 OTHER EVENTS
See attached to this Form 8-K a News Release dated December 1, 2003 concerning
the closing of the share exchange transaction among DST Systems, Inc., DST
Output Marketing Services, Inc. and Janus Capital Group Inc.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description of Document
99.1 News Release dated December 1, 2003
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: December 2, 2003
Exhibit 99.1
DST AND JANUS FINALIZE SHARE EXCHANGE TRANSACTION
KANSAS CITY, MO and DENVER - DST Systems, Inc. (NYSE: DST) and Janus Capital
Group Inc. (NYSE: JNS) confirmed today the closing of their previously announced
share exchange. Under the terms of the transaction, Janus has exchanged 32.3
million shares of DST common stock for 100% of a wholly owned subsidiary
containing both a printing and graphics design business and approximately $999
million. The subsidiary, which was previously part of DST's Output Solutions
segment, will be renamed JCG Partners.
The transaction was approved by DST shareholders and each party received
opinions from its tax advisor that the transaction should qualify as a tax-free
reorganization under Section 355 of the Internal Revenue Code.
"We are pleased to have reduced Janus' ownership stake in DST below 10%," said
DST Chief Executive Officer Tom McDonnell. "This transaction achieves a number
of important business objectives for DST."
Janus has agreed to give DST proxy voting rights for the remaining 7.4 million
(approximately 9% ownership) DST shares that Janus holds. Janus will no longer
record any equity earnings from DST in its consolidated financial statements.
"This transaction marks an important step toward creating a more competitive
business model for our firm," said Janus Capital Group's Chief Financial Officer
Loren Starr. "During the last 12 months, we've consolidated our holding company
structure, streamlined our operations by merging Berger growth funds into
similar Janus funds and selling Nelson Money Managers and broadened our
Janus-branded product offerings in the value and mathematical disciplines."
About DST Systems, Inc.
DST Systems, Inc. (NYSE: DST) provides sophisticated information processing and
computer software services and products that help clients improve productivity,
increase efficiencies, and provide higher levels of customer service. DST is
organized domestically and internationally into three operating segments:
Financial Services, Customer Management, and Output Solutions. DST operates one
of the most advanced data centers in the world, which provides
information-processing services to support the products within each operating
segment. These products are further enhanced through the integration of DST's
advanced technology and e-commerce solutions.
About Janus Capital Group, Inc.
Based in Denver, Colorado, Janus Capital Group Inc. is a leading asset manager
offering individual investors and institutional clients complementary asset
management disciplines through the firm's global distribution network. Janus
Capital Group consists of Janus Capital Management LLC, Enhanced Investment
Technologies, LLC (INTECH) and Bay Isle Financial LLC. Janus Capital Group owns
approximately 9% of DST Systems, Inc. The firm also owns 30% of Perkins, Wolf,
McDonnell and Company, LLC.
* * * *
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.