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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EURONET SERVICES INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.02 PER SHARE
(Title of Class of Securities)
298736109
(CUSIP Number)
Copies to:
Robert C. Canfield, Esq. John F. Marvin, Esq.
DST Systems, Inc. Leonard Jurden
333 West 11th Street, 5th Floor Sonnenschein Nath & Rosenthal
Kansas City, Missouri 64105 4520 Main Street, Suite 1100
(816) 435-1000 Kansas City, Missouri 64111
FAX: (816) 435-8630 (816) 932-4400
FAX: (816) 531-7545
(Name, Address and Telephone Number of Persons Authorized
to receive Notices and Communications)
APRIL 9, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is paid with this statement / /.
CUSIP No. 298736109 Page 2 of 7 Pages
SCHEDULE 13D
1. Name Of Reporting Person
I.R.S. Identification No. Of Above Persons (Entities Only):
DST Systems, Inc.
2. Check The Appropriate Box If A Member Of A Group: Not Applicable.
3. SEC Use Only
4. Source Of Funds: WC
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(d) or 2(e) Not Applicable.
6. Citizenship Or Place Of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 1,683,597
8. Shared Voting Power: None.
9. Sole Dispositive Power: 1,683,597
10. Shared Dispositive Power: None.
11. Aggregate Amount Beneficially Owned By Each Reporting Person: 1,683,597
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
/X/ Excludes 5,000 shares beneficially owned by certain directors and
executive officers of the Reporting Person.
13. Percent Of Class Represented By Amount In Row (11) 11.1%
14. Type Of Reporting Person: CO
This Amendment No. 1 to Schedule 13D is filed on behalf of DST Systems, Inc., a
Delaware corporation (the "Reporting Person") to report the purchase by a
wholly-owned subsidiary of the Reporting Person of an additional 504,800 shares
of the common stock, $0.02 par value, of Euronet Services Inc., a Delaware
corporation ("Issuer"). Reference is made to the initial statement on Schedule
13D dated as of March 6, 1997 (the "DST Statement"). The DST Statement is hereby
further amended and supplemented as follows:
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule
relates is the common stock, $0.02 par value per share
("Common Stock"), of Euronet Services Inc., a Delaware
corporation.
The address of principal executive office of the
Issuer is Horvat u. 14-24, 1027 Budapest, Hungary. The
United States mailing address of the Issuer is 12617 Juniper
Circle, Leawood, Kansas 66209.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is being filed by DST Systems, Inc., a
Delaware corporation. The principal executive office of the
Reporting Person is located at 333 West 11th Street, Kansas
City, Missouri 64105.
The Reporting Person provides sophisticated
information processing and computer software services and
products to mutual funds, insurance companies, banks and other
financial services organizations.
Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI"), currently owns approximately 41% of the
Reporting Person. In addition, Messrs. Allinson and Fitt, who
are directors of the Reporting Person, are also directors of
KCSI. The Reporting Person has not entered into any agreements
with KCSI concerning the Reporting Person's management and
policies. The existence of cumulative voting and the exemption
of KCSI from the Reporting Person's stockholder rights plan
provide KCSI the potential to effectively control the
Reporting Person. However, KCSI disclaims control of the
Reporting Person and beneficial ownership of the Issuer's
Common Stock as a result of KCSI's ownership of the Reporting
Person's common stock.
Neither the Reporting Person nor any of its executive
officers or directors hereinafter listed has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Neither the Reporting Person nor any of its executive
officers or directors hereinafter listed has, during the last
five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
DIRECTORS AND EXECUTIVE OFFICERS
The names of the Reporting Person's directors and
executive officers appear below. Each such person is a citizen
of the United States of America except Mr. Winn, who is a
citizen of the United Kingdom, and each is principally
employed by the Reporting Person in the capacities shown,
except as otherwise indicated. The business address of such
directors and executive officers is 333 West 11th Street,
Kansas City, Missouri 64105, except as otherwise indicated
below.
Directors (excluding executive officers who are directors)
A. E. Allinson Executive Vice President, State Street Bank
and Trust Company
Executive Vice President, State Street
Corporation
Chairman of the Board of Directors, Boston
Financial Data Services, Inc.
One Enterprise Drive
North Quincy, MA 02171
M. G. Fitt Retired
10349 N. Lake Circle
Olathe, KS 66061
Wm. C. Nelson President, Kansas City, of NationsBank, N.A.
and Chairman of NationsBank, N.A.(Midwest)
14 W. 10th Street
Kansas City, MO 64105
M. J. Strandjord Senior Vice President and Treasurer of Sprint
Corporation
2330 Shawnee Mission Parkway
Westwood, KS 66205
Executive Officers
T. A. McDonnell President and Chief Executive Officer,
Director
T. A. McCullough Executive Vice President, Director
R. C. Canfield Senior Vice President, General Counsel and
Secretary
M. B. Comer Senior Vice President
K. V. Hager Vice President, Chief Financial Officer and
Treasurer
J. P. Horan Chief Information Officer
J. J. Boehm Group Vice President
J. W. McBride Group Vice President
R. L. Tritt Group Vice President
M. A. Waterford Group Vice President
J. P. Kirk, Jr. Vice President and Chairman of DST Realty,
Inc.
C. W. Schellhorn Chairman of the Board and President of Output
Technologies, Inc.
2534 Madison
Kansas City, MO 64108
J. M. Winn Managing Director of DST International
Limited
DST House, St. Mark's Hill
Surbiton, Surrey KT64QD, England
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 9, 1998, a wholly-owned subsidiary of the
Reporting Person purchased an aggregate of 504,800 shares in a
transaction through a broker at a price per share of $7.00,
for an aggregate purchase price, excluding broker commissions,
of $3,533,600.00. The source of the funds used to make the
purchase was the working capital of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was to acquire
additional Common Stock of the Issuer for investment purposes.
The Reporting Person, through its wholly-owned subsidiary, and
the Reporting Person's directors and executive officers
continue to hold the Common Stock for investment purposes, but
each reserves the right to exercise any and all rights and
privileges as stockholders of the Issuer in a manner
consistent with the Reporting Person's or its directors' and
executive officers' own best interests, to purchase or sell
the Common Stock or other securities of the Issuer, and to
communicate with management of the Issuer, other stockholders
of the Issuer or others and/or to participate, alone or with
others, in various plans, proposals or transactions respecting
the Issuer or the Reporting Person's or its directors' and
executive officers' Common Stock.
Except as set forth in this Schedule, the Reporting
Person and its directors and executive officers have no
present plans or intentions that relate to or would result in
any of the events described in paragraphs (a) through (j) of
Item 4 of the instructions to Schedule 13D. However, as
previously noted, the Reporting Person and its directors and
executive officers reserve the right to change their
intentions with respect to such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
REPORTING PERSON
(a) The responses to Items 11 and 13 of the inside cover page of
this Schedule 13D are hereby incorporated by reference in
response to paragraph (a) of this Item 5. The percentage of
the outstanding Common Stock was calculated based upon the
shares shown as outstanding on the Issuer's Form 10-K/A for
the fiscal year ended December 31, 1997, filed April 3, 1998
(Commission File No. 000-22167).
(b) The responses to Items 7, 8, 9 and 10 of the inside cover page
of this Schedule 13D are hereby incorporated by reference in
response to paragraph (b) of this Item 5.
(c) The Reporting Person has had no transactions in the Common
Stock during the 60 days prior to the date of this Schedule
other than as described in Item 3 above.
(d) No person, other than the Reporting Person through its
wholly-owned subsidiary, has the right to receive or the power
to direct the receipt of dividends from, or the proceeds of
the sale of, the Common Stock.
(e) Not applicable.
DIRECTORS AND EXECUTIVE OFFICERS
None of the directors and executive officers of the
Reporting Person other than Messrs. McCullough, Nelson, Hager,
Kirk, and Allinson own any of the Common Stock. Mr. McCullough
and Mr. Nelson each own 500 shares of the Common Stock. Each
holds his respective stock jointly with his spouse, and along
with his spouse, has sole power to vote and dispose of such
shares. Mr. Hager and Mr. Kirk each own 1,000 shares and Mr.
Allinson owns 2,000 shares of the Common Stock and each has
sole power to vote and dispose of his respective shares. The
number of shares of Common Stock held by Messrs. McCullough,
Nelson, Hager, Kirk, and Allinson represent less than one
percent of the outstanding shares of the Common Stock. None of
the directors or executive officers of the Reporting Person
has had any transaction in the Common Stock during the 60 days
prior to the date of this schedule. No person, other than
Messrs. McCullough, Nelson, Hager, Kirk, or Allinson, and the
spouses of Messrs. McCullough and Nelson, as the case may be,
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of, the Common
Stock beneficially owned by such persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person and its directors and executive
officers currently have no contracts, arrangements,
understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
DATE: April 24, 1998
/s/ Robert C. Canfield
Robert C. Canfield
Senior Vice President, General Counsel
and Secretary