FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment dated as of July 9, 1998, is to the Rights
Agreement (the "Agreement") dated as of October 6, 1995, between DST
Systems, Inc., a Delaware corporation (the "Company"), and State Street
Bank and Trust Company, a Massachusetts trust company (the "Rights
Agent"). The First Amendment is pursuant to Section 26 of the Agreement
and is being made prior to the Distribution Date. The undersigned
officer of the Company, in his capacity as such, hereby certifies that
this First Amendment is in compliance with such Section 26. Capitalized
and other terms in this First Amendment shall have the meanings given
them in the Agreement unless defined herein.
The Company and the Rights Agent agree that Section 1(a) of the
Agreement shall be deleted in its entirety and replaced with the
following.
(a) "Acquiring Person" shall mean any Person who, together
with all Affiliates or Associates of such Person, shall be the
Beneficial Owner of a Substantial Block, whether or not such Person
continues to be the Beneficial Owner of a Substantial Block, but
shall not include: (i) the Company; (ii) any subsidiary of the
Company; (iii) any employee benefit plan of the Company or of any
subsidiary of the Company, or any Person organized, appointed or
established by the Company or by any subsidiary of the Company for
or pursuant to the terms of any such plan; (iv) a Person who,
together with all Affiliates and Associates of such Person, would
become an Acquiring Person solely as a result of a reduction of the
number of shares of Common Stock of the Company outstanding,
including repurchases of outstanding shares of Common Stock of the
Company by the Company, which reduction increases the percentage of
outstanding shares of Common Stock of the Company beneficially
owned by such Person until such Person, Affiliate or Associate
shall thereafter become the Beneficial Owner of any additional
shares of such Common Stock; (v) Kansas City Southern Industries,
Inc. a Delaware corporation, and its successors ("KCSI"), but only
until the date KCSI directly owns less than twenty percent (20%) of
the common stock of its subsidiary, FAM Holdings, Inc., a Delaware
corporation (the "FAM Spin-off"), or the date prior to the FAM
Spin-off of a change in control of KCSI (as defined in this Section
1 (a)); and (vi) FAM Holdings, Inc. and its successors ("FAM") and
any corporation (other than Xxxxxx Associates, Inc. and its
successors, parents (other than FAM), and subsidiaries) which is,
as of the date of the FAM Spin-off and at all times thereafter, a
wholly-owned subsidiary of FAM, or part of an unbroken chain of
corporations beginning with FAM, in which one hundred percent
(100%) of the total combined voting power of each corporation
(other than FAM) in such unbroken chain is owned by one or more of
the other corporations in such chain, but only so long as there is
not a change in control of FAM (as defined in this Section 1 (a)).
Following the date of the FAM Spin-off or of a change in control of
KCSI prior to the FAM Spin-off, KCSI and its Affiliates and
Associates shall not be deemed an acquiring person until such time
as KCSI or any such Affiliate or Associate shall acquire any
additional shares of Common Stock and following such acquisition
KCSI, together with its Affiliates and Associates, shall be the
Beneficial Owner of a Substantial Block. Following a change in
control of FAM, FAM and its Affiliates and Associates shall not be
deemed an acquiring person until such time as FAM or any such
Affiliate or Associate shall acquire any additional shares of
Common Stock and following such acquisition FAM, together with its
Affiliates and Associates, shall be the Beneficial Owner of a
Substantial Block.
For purposes of this Section 1(a), a "change in control of KCSI"
shall be deemed to have occurred if: (i) for any reason at any time,
less than fifty percent (50%) of the members of the Board of Directors
of KCSI are Continuing Directors of KCSI (as defined in this Section
1(a)); (ii) a person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), without the prior approval of the Board
of Directors of KCSI, shall become a Major Stockholder of KCSI (as
defined in this Section 1(a)), or (iii) the stockholders of KCSI shall
have approved a Significant Transaction (as defined in this Section
1(a)) involving KCSI or a Major Stockholder shall have proposed any such
transaction, unless such Significant Transaction shall have been
approved by at least fifty percent (50%) of the members of the Board of
Directors of KCSI who are Continuing Directors of KCSI.
For purposes of this Section 1(a), a "change in control of FAM"
shall be deemed to have occurred if prior to the date of the FAM
Spin-off there is a change in control of KCSI or if subsequent to the
date of the FAM Spin-off: (i) for any reason at any time, less than
fifty percent (50%) of the members of the Board of Directors of FAM are
Continuing Directors of FAM (as defined in this Section 1(a)); (ii) a
person (as such term is used in Sections 13(d) and 14(d)(2) of the
Exchange Act), without the prior approval of the Board of Directors of
FAM, shall become a Major Stockholder of FAM; or (iii) the stockholders
of FAM shall have approved a Significant Transaction involving FAM or a
Majority Stockholder shall have propose such a transaction unless such
Significant Transaction shall have been approved by at least fifty
percent (50%) of the members of the Board of Directors of FAM who are
Continuing Directors of FAM.
A "Continuing Director" for purposes of this Section 1(a) shall
mean an individual: (A) who was on the Board of Directors of KCSI on
September 1, 1995 in the case of KCSI or was on the Board of Directors
of FAM at the time of the FAM Spin-off in the case of FAM (in either
case, "Current Director"); or (B) whose election by the board of
directors or nomination for election by stockholders was approved by a
vote of at least fifty percent (50%) of the Current Directors; or (C)
whose election by the board of directors or nomination for election by
stockholders was approved by a vote of at least fifty percent (50%) of
the members of such board then still in office who are Current Directors
or were elected in the manner set forth in (B).
A "Majority Stockholder" for purposes of this Section 1(a) shall
mean the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) directly or indirectly of securities representing fifty percent
(50%) or more (calculated in accordance with Rule 13d-3) of the combined
voting power of KCSI's or FAM's, as the case may be, then outstanding
voting securities according to any public announcements or filings.
A "Significant Transaction" for purposes of this Section 1(a) shall
mean a merger, consolidation, dissolution or sale, lease, exchange or
disposition of all or substantially all of the assets of KCSI or FAM, as
the case may be.
Except as otherwise set forth in this First Amendment, the
Agreement has not been amended or otherwise modified in any respect and
remains in full force and effect in accordance with its terms. This
First Amendment may be executed in any number of counterparts and each
such counterpart shall for all purposes be deemed an original, and all
such counterparts shall together constitute but one and the same
instrument.
Executed as of this 9th day of July, 1998.
DST SYSTEMS, INC.
By /s/ Xxxxxxx X. Xxxxx, Vice President,
Chief Financial Officer and
Treasurer
STATE STREET BANK AND
TRUST COMPANY
By /s/ Xxxxxxx X. Xxxxx, Vice President
