AGREEMENT AND PLAN OF MERGER DATED SEPTEMBER 2, 1998 AMONG DST SYSTEMS, INC.,Agreement and Plan of Merger • November 20th, 1998 • DST Systems Inc • Services-engineering, accounting, research, management • Delaware
RECITALSRegistration Rights Agreement • November 20th, 1998 • DST Systems Inc • Services-engineering, accounting, research, management • Delaware
EXHIBIT 10.9.3 THIRD AMENDMENT TO THE EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT (1998 Restatement) WHEREAS, by written instrument dated as of January 1, 1998, DST Systems, Inc. amended and restated The Employee Stock Ownership Plan and Trust...Employee Stock Ownership Plan and Trust Agreement • November 20th, 1998 • DST Systems Inc • Services-engineering, accounting, research, management
EXHIBIT 8.2 November 20, 1998 USCS International, Inc. 2969 Prospect Park Drive Rancho Cordova, California 95670 RE: AGREEMENT AND PLAN OF MERGER DATED SEPTEMBER 2, 1998 BETWEEN DST SYSTEMS, INC. ("DST"), USCS INTERNATIONAL, INC. ("USCS") AND DST...DST Systems Inc • November 20th, 1998 • Services-engineering, accounting, research, management
We have acted as special counsel to USCS, a Delaware corporation, in connection with a proposed merger (the "Merger") of Acquisition Sub, a Delaware corporation and wholly-owned subsidiary of DST, a Delaware corporation, with and into USCS pursuant to an Agreement and Plan of Merger dated September 2, 1998 (the "Merger Agreement") by and among USCS, Acquisition Sub and DST. In the Merger, each issued and outstanding share of common stock of USCS, par value $.01 per share, other than shares of USCS already owned by DST, will be converted into the right to receive .62 of a share of common stock, par value $.01 per share, of DST.
EXHIBIT 4.2.1 October 29, 1998 Kansas City Southern Industries, Inc. 114 West 11th Street Kansas City, MO 64105 Attn: Danny R. Carpenter Re: Stockholder Agreement dated September 2, 1998 Gentlemen: This letter confirms our understanding regarding a...DST Systems Inc • November 20th, 1998 • Services-engineering, accounting, research, management
This letter confirms our understanding regarding a modification in the Stockholder Agreement dated September 2, 1998 between Kansas City Southern Industries, Inc. ("KCSI") and DST Systems, Inc. ("DST"). Capitalized terms used in this letter shall have the meanings set forth in the Agreement.
EXHIBIT 6.4 TO AGREEMENT AND PLAN OF MERGERDST Systems Inc • November 20th, 1998 • Services-engineering, accounting, research, management
The undersigned is a holder of shares of Common Stock, par value $0.05 per share ("Common Stock"), of USCS International, Inc., a Delaware corporation ("USCS"), and will be entitled to receive in connection with the merger (the "Merger") of a wholly-owned Delaware subsidiary of DST Systems, Inc., a Delaware corporation ("DST"), with and into USCS, shares of Common Stock, par value $0.01 per share, of DST (the "Securities").
