As filed with the Securities and Exchange Commission on January 15, 2004
Registration No. 333-
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DST SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 43-1581814
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(State of Incorporation) (I.R.S. Employer
Identification No.)
333 WEST 11TH STREET, 5TH FLOOR
KANSAS CITY, MISSOURI 64105-1594
--------------------------------
(Address of Principal Executive Offices)
DST SYSTEMS, INC. 401(K) PROFIT SHARING PLAN
(Full title of the plan)
RANDALL D. YOUNG, ESQ.
VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
DST SYSTEMS, INC.
333 WEST 11TH STREET, 5TH FLOOR
KANSAS CITY, MISSOURI 64105-1594
(816) 435-1000
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered(1) Registered(2) Per Share Offering Price Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value 500,000 shares $42.85(3) $21,425,000(3) $1,734(3)
$0.01 per share
Interests in the Plan(4) (5)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) Includes associated rights to purchase Series A Preferred Stock of the
Registrant.
(2) This Registration Statement also covers an indeterminate number of
additional shares which may be necessary to adjust the above-referenced
Plan as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding stock. In addition, this
Registration Statement also covers an indeterminate amount of additional
securities which may be issued under the above-referenced Plan pursuant to
the anti-dilution provisions of such Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of the high and low prices of a share of Common Stock of DST
Systems, Inc. reported for trading on the New York Stock Exchange on
January 12, 2004.
(4) To the extent that the interests in the Plan constitute securities,
pursuant to Rule 416(c), this Registration Statement shall be deemed to
register an indeterminate amount of interests in the Plan.
(5) Pursuant to Rule 457(h)(2), no registration fee is required with respect to
the interests in the Plan.
EXPLANATORY STATEMENT
DST Systems, Inc. ("DST" or the "Registrant") has amended and restated the
DST Systems, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan") to, among other
things, merge the DST Systems of California, Inc. 401(k) Retirement Plan (the
"California Plan", formerly known as USCS International, Inc. 401(k) Retirement
Plan) into the 401(k) Plan.
Shares of DST Common Stock have been previously registered on the following
registration statements on Form S-8 for sale in connection with the California
Plan, SEC File No. 333-69611:
FILING DATES PRE-SPLIT SHARES POST-SPLIT SHARES(1) FILING FEE PAID
12/23/98 15,000 30,000 $231
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(1) As adjusted to reflect the 2-for-1 stock split, effected in the form of a
100% stock dividend, payable October 19, 2000 to shareholders of record
October 6, 2000 and reflected in Post Effective Amendment No. 1 dated
October 16, 2000 to the California Plan registration statement.
No shares of DST Common Stock are being carried forward from the California
Plan registration statement.
In addition, DST has previously registered an aggregate of 1,000,000 shares
of its Common Stock for sale pursuant to the 401(k) Plan as follows:
SEC FILE NO. FILING DATES PRE-SPLIT SHARES POST-SPLIT SHARES(1)
333-89703 10/26/99 500,000 1,000,000
-------------------------------
(1) As adjusted to reflect the 2-for-1 stock split, effected in the form of a
100% stock dividend, payable October 19, 2000 to shareholders of record
October 6, 2000 as reflected in Post-Effective Amendment No. 1 dated
October 18, 2000 to the 401(k) Plan registration statement.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the United States Securities and Exchange
Commission (the "Commission") under the Securities Act, and under the General
Instructions to Part I of Form S-8, this registration statement omits the
information specified in Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by DST Systems, Inc. (the
"Registrant") with the Commission are incorporated in and made a part of this
Registration Statement by reference, as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed March 19, 2003 (SEC File No. 001-14036) and
any amendments thereto (the "Annual Report");
(b) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2002 filed June 27, 2003 (SEC File No. 001-14036) and any
amendments thereto;
(c) The following reports and any amendments thereto filed by the
Registrant with the Commission pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, (the "Exchange Act")
since the Annual Report: (i) Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2003, June 30, 2003 and September
30, 2003; (ii) Current Reports on Form 8-K or 8-K/A filed on March 17,
2003, April 29, 2003, August 13, 2003, November 10, 2003, November 18,
2003, November 25, 2003, December 1, 2003, December 2, 2003, December
15, 2003 and December 16, 2003;
(d) The description of the Registrant's Common Stock in the Registrant's
Registration Statement on Form 8-A dated October 30, 1995 (SEC File
No. 1-14036), as amended by Amendment No. 1 on Form 8-A12B/A dated
March 14, 2003;
(e) The description of the Preferred Stock Purchase Rights contained in
the Registrant's Registration Statement on Form 8-A dated November 15,
1995 (SEC File No. 1-14036) as amended by Amendment No. 1 on Form
8-A12B/A dated July 30, 1998 (SEC File No. 1-14036) (the "1998 8-A
Amendment"), Amendment No. 2 on Form 8-A12B/A dated September 27, 1999
(SEC File No. 1-14036) (the "1999 8-A Amendment"), Amendment No. 3 on
Form 8-A12B/A dated November 26, 2001 (SEC File No. 1-14036) (the
"2001 8-A Amendment"), and Amendment No. 4 on Form 8-A12B/A dated
March 14, 2003 (SEC File No. 1-14036) (the "2003 8-A Amendment");
(f) The Rights Agreement dated as of October 6, 1995 (the "Rights
Agreement"), between the Registrant and State Street Bank and Trust
Company, as rights agent, which is attached as Exhibit 4.4 to the
Registrant's Registration Statement on Form S-1 dated September 1,
1995 (SEC File No. 33-96526);
(g) The first amendment, dated as of July 9, 1998, to the Rights
Agreement, which is attached as Exhibit 99 to the 1998 8-A Amendment;
(h) The second amendment, dated as of September 10, 1999, to the Rights
Agreement, which is attached as Exhibit 99 to the 1999 8-A Amendment;
(i) The third amendment, dated as of September 25, 2001, to the Rights
Agreement, which is attached as Exhibit 99 to the 2001 8-A Amendment;
(j) The Assignment, Acceptance and Consent dated as of November 7, 2001 by
and among the Registrant, State Street Bank and Trust Company, and
EquiServe Trust Company, N.A., and pertaining to the Rights Agreement,
which is attached as Exhibit 4.3.4 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2001 (SEC File No.
1-14036).
(k) All other reports subsequently filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment to the
Registration Statement related to this Registration Statement, which
indicates that all securities registered thereunder have been sold or
which deregisters all of the securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
DST is incorporated under the laws of the State of Delaware. Section 145 of
the General Corporation Law of the State of Delaware (the "Delaware Statute")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), other than an action by or in the right of such corporation, by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise (an "indemnified capacity"). The indemnity may include expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. Similar provisions apply to actions
brought by or in the right of the corporation, except that no indemnification
shall be made without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred. Section 145 of the Delaware
Statute further authorizes a corporation to purchase and maintain insurance on
behalf of any indemnified person against any liability asserted against him and
incurred by him in any indemnified capacity, or arising out of his status as
such, regardless of whether the corporation would otherwise have the power to
indemnify him under the Delaware Statute.
Section 102(b)(7) of the DGCL provides, generally, that the certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of Title 8 of the DGCL, or
(iv) for any transaction from which the director derived an improper personal
benefit. No such provision may eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision becomes
effective.
DST's Certificate of Incorporation, as amended (the "DST Certificate of
Incorporation") provides that the directors and officers of DST, or persons who
are or were serving at the request of DST as directors or officers of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan, (collectively, "indemnitees")
shall be indemnified to the maximum extent permitted by law against all expense,
liability and loss reasonably incurred by such individuals in defending a civil
or criminal action, suit or proceeding, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer, brought against such officers
and directors in any such capacities. The right to indemnification includes the
right to have DST pay the expenses in advance of the final disposition of such
action, suit or proceeding. As to directors and officers, the DST Certificate of
Incorporation requires receipt by DST of an undertaking by or on behalf of the
director or officer to repay such amount if it is ultimately determined that the
director or officer is not entitled to be indemnified by DST as authorized by
the DGCL. Except as discussed below with respect to proceedings to enforce
rights to indemnification, DST will indemnify any such indemnitee in connection
with a proceeding initiated by such indemnitee only if such proceeding was
authorized by the DST Board of Directors.
If a claim for indemnification, or advancement of expenses, is not paid in
full by DST within the time periods specified in the DST Certificate of
Incorporation, the indemnitee may bring suit against DST to recover the unpaid
amount of the claim. If the indemnitee is successful in whole or in part in any
such suit, or in a suit brought by DST to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee will also be entitled to
be paid the expenses of prosecuting or defending such suit. In any suit by DST
to recover an advancement of expenses pursuant to the terms of an undertaking,
DST is entitled to recover such expenses upon a final adjudication that the
indemnitee has not met any applicable standard for indemnification set forth in
the DGCL. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses, or by DST to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under the DST Certificate of Incorporation will be on
DST.
The foregoing right of indemnification and advancement of expenses is not
exclusive of any other rights of indemnification and advancement of expenses to
which any such individual may be entitled by by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
DST's Certificate of Incorporation provides that a director of DST will not
be personally liable to DST or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for the prohibition on elimination or
limitation set forth in Section 102(b)(7) of the DGCL. The DST Certificate of
Incorporation further provides that if the DGCL is amended to further eliminate
or limit the personal liability of directors, then the liability of a DST
director will be eliminated or limited to the fullest extent permitted by the
DGCL as so amended.
DST's Amended and Restated Bylaws provides that directors, officers,
employees or agents shall be indemnified only as provided in the DST Certificate
of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the Exhibit Index of this registration
statement, which Exhibit Index is incorporated herein by reference.
The Registrant will submit or has submitted the 401(k) Plan and all
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
such plan.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(Remainder of page intentionally left blank.)
SIGNATURES AND POWER OF ATTORNEY
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in City of Kansas City, State of Missouri, on January 14, 2004.
DST SYSTEMS, INC.
By /S/ THOMAS A. MCDONNELL
-------------------------------------
Thomas A. McDonnell
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
each of the Company's Chief Executive Officer, General Counsel and Chief
Financial Officer (currently Thomas A. McDonnell, Randall D. Young and Kenneth
V. Hager respectively) as such person's true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for and in such person's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any exchange on which the Registrant's stock registered hereunder
is traded, granting unto such attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing required
and necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, each acting alone, or
such person's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ THOMAS A. MCDONNELL President, Chief Executive Officer January 14, 2004
------------------------- (Principal Executive Officer), and
Thomas A. McDonnell Director
/S/ A. EDWARD ALLINSON Director January 14, 2004
-------------------------
A. Edward Allinson
/S/ MICHAEL G. FITT Director January 14, 2004
-------------------------
Michael G. Fitt
/S/ THOMAS A. MCCULLOUGH Director January 14, 2004
-------------------------
Thomas A. McCullough
/S/ WILLIAM C. NELSON Director January 14, 2004
-------------------------
William C. Nelson
/S/ TRAVIS E. REED Director January 14, 2004
-------------------------
Travis E. Reed
/S/ M. JEANNINE STRANDJORD Director January 14, 2004
-------------------------
M. Jeannine Strandjord
/S/ KENNETH V. HAGER Vice President, Chief Financial January 14, 2004
------------------------- Officer, and Treasurer (Principal
Kenneth V. Hager Financial Officer)
/S/ GREGG WM. GIVENS Vice President and Chief Accounting January 14, 2004
------------------------- Officer (Principal Accounting
Gregg Wm. Givens Officer)
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on January 14, 2004.
DST SYSTEMS, INC.
By /S/ THOMAS A. MCDONNELL
-------------------------------------
Thomas A. McDonnell
President and Chief Executive Officer
INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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4.1 Paragraphs fourth, fifth, sixth, seventh, tenth, eleventh,
and twelfth of DST's Amended Delaware Certificate of
Incorporation, as restated, which is attached as Exhibit 3.1
to DST's Registration Statement on Form S-1 filed on
September 1, 1995, as amended (Registration No. 33-96526)
(the "IPO Registration Statement"), as amended by DST's
Certificate of Amendment of Certificate of Incorporation
dated May 9, 2000 which is attached as Exhibit 3.1 to DST's
Form 10-Q for the quarter ended March 31, 2000 (Commission
File No. 1-14036), are hereby incorporated by reference as
Exhibit 4.1.
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4.2 Article I, Sections 1, 2, 3 and 11 of Article II, Article V,
Article VIII, Article IX of DST's Amended and Restated
By-laws as amended and restated on May 13, 2003, which is
attached as Exhibit 3.2 to DST's Form 10-Q for the quarter
ended March 31, 2003 (Commission File No. 1-14036), are
hereby incorporated by reference as Exhibit 4.2.
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4.3 The Certificate of Designations dated October 16, 1995,
establishing the Series A Preferred Stock of DST, which is
attached as Exhibit 4.3 to DST's IPO Registration Statement,
is hereby incorporated by reference as Exhibit 4.3.
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4.4 The summary of the preferred stock purchase rights set forth
in DST's Registration Statement on Form 8-A dated November
15, 1995 in connection with the listing of the preferred
stock purchase rights on the New York Stock Exchange (the
"Form 8-A") (Commission File No. 1-14036), and the related
Rights Agreement dated as of October 6, 1995, between DST
and State Street Bank and Trust Company, as rights agent
("Rights Agreement"), which is attached as Exhibit 4.4 to
DST's IPO Registration Statement, are hereby incorporated by
reference as Exhibit 4.4.
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4.4.1 The First Amendment dated as of July 9, 1998 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form
8-A12B/A, Amendment No. 1, dated July 30, 1998 (Commission
File No. 1-14036), to the Form 8-A, is hereby incorporated
by reference as Exhibit 4.4.1.
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4.4.2 The Second Amendment dated as of September 10, 1999 to the
Rights Agreement, which amendment is attached as Exhibit 99
to Form 8-A12B/A, Amendment No. 2, dated September 27, 1999
(Commission File No. 1-14036), to the Form 8-A, is hereby
incorporated by reference as Exhibit 4.4.2.
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4.4.3 The Third Amendment dated as of September 25, 2001 to the
Rights Agreement, which amendment is attached as Exhibit 99
to Form 8-A12B/A, Amendment No. 3, dated November 26, 2001
(Commission File No. 1-14036), to the Form 8-A, is hereby
incorporated by reference as Exhibit 4.4.3.
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4.4.4 The Assignment, Acceptance and Consent dated as of November
7, 2001 and among DST, State Street Bank and Trust Company,
and EquiServe Trust Company, N.A., and pertaining to the
Rights Agreement, which is attached as Exhibit 4.3.4 to
DST's Annual Report on Form 10-K for the year ended December
31, 2001 (Commission File No. 1-14036), is hereby
incorporated by reference as Exhibit 4.4.4.
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4.5 The description of DST's common stock, par value $0.01 per
share, set forth in DST's Registration Statement on Form 8-A
dated October 30, 1995 (Commission File No. 1-14036), as
amended by Amendment No. 1 on Form 8-A12B/A dated March 14,
2003, is hereby incorporated by reference as Exhibit 4.5.
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5.1 Opinion of Sonnenschein Nath & Rosenthal LLP.
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23.1 Consent of PricewaterhouseCoopers LLP.
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23.2 Consent of Sonnenschein Nath & Rosenthal LLP (contained in
Exhibit 5.1).
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24.1 Power of Attorney (included on the signature page of the
Registration Statement).
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