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 (Date of earliest event reported): September 30, 2007
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 registrant under 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments became effective September 30, 2007 to the DST Systems, Inc.
Supplemental Executive Retirement Plan ("SERP") and the DST Systems, Inc.
Executive Plan ("Executive Plan"). DST makes annual contributions to the SERP in
recognition of ERISA limitations on qualified plan contributions. DST continues
to maintain account balances under the Executive Plan, a nonqualified deferred
compensation plan terminated in 1995.
The following four executive officers named in DST's 2007 Annual
Meeting Proxy Statement dated March 16, 2007, have both SERP and Executive Plan
balances: Thomas A. McDonnell (Chief Executive Officer), Thomas A. McCullough
(Chief Operating Officer), Kenneth V. Hager (Chief Financial Officer) and Robert
L. Tritt (Group Vice President - Mutual Funds Remote). The remaining named
executive officer, Jonathan J. Boehm (Group Vice President - Mutual Funds) has
only a SERP balance. The balances of each are fully vested.
Under the amendments and with limited exceptions, participants (other
than Messrs. McDonnell, McCullough and Hager) who are actively employed by DST
on September 30, 2007 will:
(a) receive a SERP contribution for 2007, which is calculable
shortly after the DST Board of Directors' Compensation
Committee (the "Committee") in 2008 certifies goal achievement
for determination of incentive compensation for 2007 and
ratifies the SERP percentage allocation credit to be applied
to 2007 compensation;
(b) receive a special contribution in the SERP for 2007 equal to a
"gross-up" factor of 61% of their combined SERP and Executive
Plan account balances as of December 31, 2007 and the 2007
contribution described above;
(c) be fully vested in their existing balances and future
contributions as of September 30, 2007 if not otherwise fully
vested;
(d) have their SERP and Executive Plan accounts distributed to
them (or, in the event of a participant's death, to his or her
beneficiary) in a single lump sum cash payment on or about
March 14, 2008; and
(e) no longer be eligible to receive contributions in the SERP for
years after 2007.
The special provisions above will not apply to Messrs. McDonnell,
McCullough and Hager. They will continue to participate in the SERP under its
terms and conditions (subject to any subsequent amendments) and will receive
distribution of their SERP and Executive Plan account balances upon their
separation from service.
If DST reasonably anticipates that the deduction of SERP and Executive
Plan amounts to be distributed during 2008 to either of Messrs. Boehm or Tritt
would not be permitted due to the application of Internal Revenue Code Section
162(m), such payment (to the extent not deductible) shall be delayed until such
participant's separation from service, and the participant shall immediately
forfeit the attributable special contribution allocation. If payment is made in
2008 to Messrs. Boehm and Tritt, they are the only two executive officers named
in the 2007 Annual Meeting Proxy Statement who will receive the special
contribution amount.
The SERP has been amended with respect to certain participants who
terminate employment before September 30, 2007 to eliminate the age 59 1/2
requirement for receiving payment of post-2004 amounts in installments.
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 4th day October, 2007.
DST SYSTEMS, INC.
By: /s/ Randall D. Young
Name: Randall D. Young
Title: Vice President, General Counsel
and Secretary