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 Exchange Act of 1934
Date of Report: May 22, 2008
(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 registrantunder 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Extension of $200 million accounts receivable securitization program
In a Form 8-K dated May 24, 2007 (the "2007 8-K"), we described our entry
into a $200 million accounts receivable securitization program with CIESCO, LLC,
a third party multi-seller asset-backed commercial paper conduit administered by
Citicorp North America, Inc. The Receivables Purchase Agreement (the
"Agreement") was filed as Exhibit 10.2 to our quarterly report on Form 10-Q for
the quarter ended June 30, 2007. In a First Amendment dated as of May 22, 2008
("Amendment") to Receivables Purchase Agreement, conduit commitments have
been extended to May 21, 2009, subject to conduit rights to terminate the
program upon certain events and unless otherwise extended in accordance with
such agreements. This summary does not purport to be complete, and is qualified
in its entirety by reference to the 2007 8-K, the Agreement, and the Amendment
which is attached hereto as Exhibit 10.1.
This report may contain forward-looking statements with respect to the
accounts receivable securitization program and other matters discussed herein.
Such information is based upon currently available information and DST's views
as of today, and actual actions, results or accounting treatments could differ.
There could be a number of factors affecting the securitization program or its
financial statement impact, as well as factors affecting our future performance
or results, including those described in DST's latest annual report on Form 10-K
or quarterly report on Form 10-Q filed with the Securities and Exchange
Commission. All such factors should be considered in evaluating any
forward-looking statement. We will not update any forward-looking statements in
this report to reflect future events.
ITEM 9.01 Financial Statements and Exhibits
(d). Exhibits.
Exhibit
Number Description
10.1 First Amendment dated as of May 22, 2008 to Receivables
Purchase Agreement dated as of May 24, 2007.
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 23rd day of May, 2008.
DST SYSTEMS, INC.
By: /s/ Randall D. Young
Name: Randall D. Young
Title: Vice President, General Counsel and Secretary
EXHIBIT 10.1
First Amendment to Receivables Purchase Agreement
FIRST AMENDMENT AGREEMENT dated as of May 22, 2008 (this "Amendment")
among Fountainview Finance, LLC (the "Seller"), DST Systems, Inc., as
servicer ("Servicer"), each of the originators listed on Schedule I
hereto (the "Originators"), CIESCO, LLC, as the investor (the
"Investor"), Citibank, N.A., as a bank ("Citibank") and Citicorp North
America, Inc., as agent (the "Agent").
Preliminary Statements.
(1) The Seller, the Originators, the Servicer, the Investor, Citibank
and the Agent are parties to a Receivables Purchase Agreement dated as of
May 24, 2007 (as amended, restated, supplemented or otherwise modified from
time to time in accordance with its terms, the "Agreement"; capitalized
terms not otherwise defined herein shall have the meanings attributed to
them in the Agreement) pursuant to which, and subject to and upon the terms
and conditions of which, the Seller has sold and may sell Receivable
Interests from time to time to the Investor and Citibank.
(2) The parties hereto desire to amend certain provisions of the
Agreement in the manner and on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendments to the Agreement. Upon effectiveness of this
Amendment, the Agreement is hereby amended as follows:
(a) The definition of "Applicable Margin" set forth in Section 1.01 of
the Agreement is amended by deleting the percentage "0.75%" contained therein
and substituting therefor the percentage "4.75%".
(b) The definition of "Commitment Termination Date" set forth in Section
1.01 of the Agreement is amended by deleting the date "May 22, 2008" contained
in clause (a) thereof and substituting therefor the date "May 21, 2009".
(c) Section 1.01 of the Agreement is amended by adding the following new
definition thereto in proper alphabetical order:
"Accounting Based Consolidation Event" means the consolidation, for
financial and/or regulatory accounting purposes, of all or any portion of the
assets and liabilities of the Investor that are the subject of this Agreement,
the Asset Purchase Agreement or any other Transaction Document with all or any
portion of the assets and liabilities of Citibank or the Agent or any of their
affiliates as the result of the existence of, or occurrence of any change in,
accounting standards or the issuance of any pronouncement, interpretation or
release, by any accounting body or any other body charged with the promulgation
or administration of accounting standards, including, without limitation, the
Financial Accounting Standards Board, the International Accounting Standards
Board, the American Institute of Certified Public Accountants, the Federal
Reserve Board of Governors and the Securities and Exchange Commission, and shall
occur as of the date that such consolidation (i) shall have occurred with
respect to the financial statements of Citibank or the Agent or any of their
affiliates or (ii) shall have been required to have occurred, regardless of
whether such financial statements were prepared as of such date.
(d) Section 2.08(a) of the Agreement is amended and restated in its
entirety to read as follows:
"(a) If CNAI, any Investor, any Bank, any entity which purchases or enters into
a commitment to purchase Receivable Interests or interests therein, or any of
their respective Affiliates (each an "Affected Person") determines that
compliance with any law or regulation or any guideline or request from any
central bank or other governmental authority charged with the interpretation or
administration thereof (whether or not having the force of law) or the
occurrence of any Accounting Based Consolidation Event (i) affects or would
affect the amount of capital required or expected to be maintained by such
Affected Person and such Affected Person determines that the amount of such
capital is increased by or based upon the existence of any commitment under
the Transaction Documents or any Asset Purchase Agreement or the purchasing or
maintaining the ownership of Receivable Interests, (ii) increases the cost of
making or maintaining such commitment under the Transaction Documents or any
Asset Purchase Agreement or purchasing or maintaining the ownership of
Receivable Interests to any Affected Person or (iii) reduces the return of
an Affected Person in connection with the Transaction Documents or any Asset
Purchase Agreement, then, upon demand by such Affected Person (with a copy to
the Agent), the Seller shall immediately pay to the Agent for the account of
such Affected Person (as a third-party beneficiary), from time to time as
specified by such Affected Person, additional amounts sufficient to compensate
such Affected Person for such increase in capital, increased cost and/or reduced
return in light of such circumstances. A certificate as to such amounts
submitted to the Seller by such Affected Person shall be conclusive and binding
for all purposes, absent manifest error."
SECTION 2. Effectiveness. This Amendment shall become effective as of
the date hereof at such time as the Agent shall have received, in form and
substance satisfactory to it (a) executed counterparts of this Amendment, and
(b) executed counterparts of an amendment dated as of the date hereof to the Fee
Agreement.
SECTION 3. Representations and Warranties. The Seller and the Servicer
each makes each of the representations and warranties contained in Sections 4.01
and 4.02, respectively, of the Agreement (after giving effect to this
Amendment). The Seller, the Servicer and each Originator represents and warrants
that this Amendment and each other document delivered by it pursuant hereto has
been duly authorized, executed and delivered by the Seller, the Servicer or such
Originator, as applicable, pursuant to its limited liability company or
corporate powers, as applicable, and constitutes the legal, valid and binding
obligation of the Seller, the Servicer or such Originator, as applicable.
SECTION 4. Confirmation of Agreement. Each reference in the Agreement
to "this Agreement" or "the Agreement" shall mean the Agreement as amended by
this Amendment, and as hereafter amended or restated. Except as herein expressly
amended, the Agreement is ratified and confirmed in all respects and shall
remain in full force and effect in accordance with its terms.
SECTION 5. Costs and Expenses. The Seller agrees to pay on demand all
reasonable costs and expenses in connection with the preparation, execution,
delivery and administration of this Amendment and any other documents to be
delivered hereunder including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agent, Citibank and the Investor with
respect thereto and with respect to advising the Agent, Citibank and the
Investor as to the rights and remedies of each under this Amendment and the
Agreement, and all reasonable costs and expenses, if any (including reasonable
counsel fees and expenses), in connection with the enforcement of this Amendment
and any other documents to be delivered hereunder.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
SECTION 7. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile or by electronic mail in portable document format (pdf)
shall be effective as delivery of a manually executed counterpart of this
Amendment.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SELLER: FOUNTAINVIEW FINANCE, LLC
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Treasurer
INVESTOR: CIESCO, LLC
By: Citicorp North America, Inc.,
as Attorney-in-Fact
By: /s/ Junette M. Earl
Name: Junette M. Earl
Title: Vice President
AGENT: CITICORP NORTH AMERICA, INC., as Agent
By: /s/ Junette M. Earl
Name: Junette M. Earl
Title: Vice President
BANK: CITIBANK, N.A.
By: /s/ Junette M. Earl
Name: Junette M. Earl
Title: Vice President
SERVICER: DST SYSTEMS, INC.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Vice President &
Chief Accounting Officer
ORIGINATORS: DST SYSTEMS, INC.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Vice President &
Chief Accounting Officer
DST HEALTH SOLUTIONS, INC.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST OUTPUT, LLC
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST OUTPUT CENTRAL, LLC
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST OUTPUT EAST, LLC
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST OUTPUT WEST, LLC
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST OUTPUT GRAPHICS, LLC
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST TECHNOLOGIES, INC.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST STOCK TRANSFER, INC.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST INTERNATIONAL NORTH AMERICA LTD.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST HEALTH SOLUTIONS, LLC (formerly
known as DST HEALTH SOLUTIONS SERVICES,
LLC, successor by merger with DST
HEALTH SOLUTIONS SYSTEMS, LLC)
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
DST MAILING SERVICES, INC.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Treasurer
ISPACE SOFTWARE TECHNOLOGIES, INC.
By: /s/ Gregg Wm. Givens
Name: Gregg Wm. Givens
Title: Assistant Treasurer
SCHEDULE I
ORIGINATORS
DST Health Solutions, Inc.
DST Health Solutions, LLC (formerly known as DST Health Solutions Services, LLC,
successor by merger with DST Health Solutions Systems, LLC)
iSpace Software Technologies, Inc.
DST Systems, Inc.
DST Output, LLC
DST Output Central, LLC
DST Output East, LLC
DST Stock Transfer, Inc.
DST Output West, LLC
DST Output Graphics, LLC
DST Technologies, Inc.
DST Mailing Services, Inc.
DST International North America Ltd.