UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 28, 2005
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DST SYSTEMS, INC.
(Exact Name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of incorporation)
1-14036 43-1581814
(Commission File Number) (IRS 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).
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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.):
[ ] 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 an unsecured credit agreement,
dated as of June 28, 2005 (the "Credit Agreement"), with a syndicate of
financial institutions, including Bank of America, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender, Citibank, N.A., as Syndication Agent,
Citigroup Global Markets, Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers and Joint Book Managers, and U.S. Bank National Association, Wells
Fargo Bank, N.A. and Wachovia Bank, National Association, as Co-Documentation
Agents . The Credit Agreement replaced DST's existing credit agreement, dated as
of November 24, 2003, as amended (the "Old Credit Agreement"). Capitalized terms
not otherwise defined in this Form 8-K have the meanings given to them in the
Credit Agreement.
The Credit Agreement provides for a five-year revolving unsecured credit
facility in an aggregate principal amount of up to $600 million, which includes
a $25 million sublimit for the issuance of standby and commercial letters of
credit and a $50 million sublimit for swing line loans. The interest rates
applicable to loans under the Credit Agreement are generally based on (i) the
Eurodollar Rate (LIBOR) plus an applicable margin, (ii) the higher of the
Federal Funds Rate plus 0.5% and the Administrative Agent's prime rate, in each
case, plus an applicable margin, or (iii) the Federal Funds Rate plus an
applicable margin. A default rate will apply on all obligations under the Credit
Agreement in the event of default at a rate of 2% above the applicable interest
rate. DST will pay a facility fee based on the Applicable Rate, letter of credit
fees based on the Applicable Rate, fronting fees and other customary
documentation and processing charges, and certain other fees to the Arrangers
and the Administrative Agent. The Applicable Rate, facility fee and letter of
credit fees vary based upon DST's Consolidated Leverage Ratio.
DST is required to repay Revolving Loans and Swing Line Loans on their
respective maturity dates. Subject to the provisions in the Credit Agreement,
DST may voluntarily prepay loans in whole or in part without premium or penalty,
subject to reimbursement of the lenders' breakage and redeployment costs in the
case of prepayment of LIBOR borrowings. If any event of default occurs and is
continuing, all amounts payable under the Credit Agreement may be declared
immediately due and payable.
The Credit Agreement contains customary restrictive covenants for
transactions of this type, as well as certain customary events of default. The
covenant limiting Restricted Payments, in addition to certain other exceptions,
contains exceptions permitting DST for a specified period to repurchase or
redeem an additional $369 million of its capital stock.
Bank of America, N.A., Citibank, N.A. and several other lenders party to
the Credit Agreement and/or their affiliates have provided and continue to
provide commercial banking, investment banking and other services to DST and its
affiliates, for which they receive customary fees and commissions.
The above description of the Credit Agreement is qualified in its entirety
by reference to the terms of the Credit Agreement attached hereto as Exhibit
10.1.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
As discussed under Item 1.01, DST has entered into the Credit Agreement.
Please see the discussion in Item 1.01, which is incorporated into this Item
2.03 by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C). EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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10.1
Credit Agreement, dated as of June 28, 2005, among DST
Systems, Inc., Bank of America, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender, Citibank, N.A., as
Syndication Agent, Citigroup Global Markets, Inc. and Banc
of America Securities LLC , as Joint Lead Arrangers and
Joint Book Managers, U.S. Bank National Association, Wells
Fargo Bank, N.A. and Wachovia Bank, National Association, as
Co-Documentation Agents, and the other lenders party
thereto.
SIGNATURES
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 29th day of June, 2005.
DST SYSTEMS, INC.
By: /s/ Kenneth V. Hager
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Name: Kenneth V. Hager
Title: Vice President, Chief Financial Officer
and Treasurer