UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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. Alicia Prather
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)
December 23, 1999
(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 / /.
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: 1,908,597
8. Shared Voting Power: None.
9. Sole Dispositive Power: 1,908,597
10. Shared Dispositive Power: None.
11. Aggregate Amount Beneficially Owned By Each Reporting Person: 1,908,597
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
/X/ Excludes 4,333 shares beneficially owned by certain directors and
executive officers of the Reporting Person.
13. Percent Of Class Represented By Amount In Row (11) 12.3%
14. Type Of Reporting Person: CO
This Amendment No. 2 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 additional 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, amended as of April 9, 1998 (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 4601 College
Boulevard, Suite 300, Leawood, Kansas 66211.
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 including its subsidiaries,
provides sophisticated information processing and computer
software services and products to the financial services
industry (primarily mutual funds and investment managers),
communications industry and other service industries.
Stilwell Financial, Inc. ("Stilwell"), a Delaware
corporation and a wholly-owned subsidiary of Kansas City
Southern Industries, Inc. ("KCSI"), currently owns
approximately 32% of the Reporting Person. 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 Stilwell or KCSI concerning the Reporting
Person's management and policies. The Reporting Person has a
stockholder's rights plan (the "Rights Plan") pursuant to
which stockholders' have rights to acquire preferred stock
interests if any person (an "Acquiring Person") acquires a
certain level of ownership of the common stock of the
Reporting Person. KCSI, Stilwell, and certain entities
affiliated with Stilwell are in certain circumstances excluded
from the definition of an "Acquiring Person" under the Rights
Plan. As a result, Stilwell and KCSI may be able to influence
matters affecting the Reporting Person. However, Stilwell and
KCSI disclaim control of the Reporting Person and beneficial
ownership of the Issuer's Common Stock as a result of
Stilwell'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
G. L. Argyros Chairman and Chief Executive Officer of Arnel
& Affiliates
Founder and Principal Partner, Westar Capital
949 South Coast Dr., Ste. 600
Costa Mesa, CA 92626
M. G. Fitt Retired from Employers Reinsurance Corporation
10349 N. Lake Circle
Olathe, KS 66061
Wm. C. Nelson President, Kansas City, of Bank of America, N.A.
and Chairman of Bank of America, N.A.(Midwest)
14 W. 10th Street
Kansas City, MO 64105
M. J. Strandjord Senior Vice President-LLD Finance of Sprint
Corporation
6180 Sprint Parkway
Overland Park, KS 66251
Executive Officers
T. A. McDonnell President and Chief Executive Officer, Director
T. A. McCullough Executive Vice President, Director
J. C. Castle Chairman and Chief Executive Officer of
USCS International, Inc.
2969 Prospect Park Drive
Rancho Cordova, CA 95670-6148
C. W. Schellhorn Vice Chairman of USCS International, Inc.
J. J. Boehm Group Vice President
R. C. Canfield Senior Vice President, General Counsel and Secretary
K. V. Hager Vice President, Chief Financial Officer and Treasurer
C. R. Lintecum President and Chief Executive Officer of Output
Technology Solutions, Inc.
5220 Robert J. Matthews Parkway
El Dorado Hills, CA 95762
J. W. McBride Group Vice President
M. F. McGrail President of DST Innovis, Inc.
2969 Prospect Park Drive
Rancho Cordova, CA 95670-6148
R. L. Tritt Group Vice President
M. A. Waterford Group Vice President
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.
As of November 19, 1999, a wholly-owned subsidiary of
the Reporting Person agreed to purchase an aggregate of
100,000 shares of Common Stock in a transaction between the
Reporting Person and Euroventures Hungary B.V. at a price per
share of $3.1875, for an aggregate purchase price of
$318,750.00. The transaction closed on December 23, 1999. In
May 1999, a wholly-owned subsidiary of the Reporting Person
purchased an aggregate of 125,000 shares of Common Stock in
transactions through a broker with 25,000 of such shares being
purchased on May 18, and having a purchase price of $2.0625
per share and the remainder being purchased on May 19 and
having a purchase price of $2.0313 per share, for an aggregate
purchase price of $254,692.50. The source of the funds used to
make the purchases described in this Item was the working
capital of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transactions described in Item 3
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 named in Item 5 continue to
beneficially own 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 respecting 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-Q for the
quarter ended September 30, 1999, filed November 12, 1999
(Commission File No. C00-22167).
(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) Other than the Reporting Person's agreement as of November 19,
1999 to purchase 100,000 shares of the Common Stock, which
transaction closed on December 23, 1999, the Reporting Person
has had no transactions in the Common Stock during the 60 days
prior to the date of this Schedule.
(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. McDonnell, McCullough,
Nelson, Hager, and Allinson, beneficially owns any Common
Stock. Mr. McDonnell is a director of the Issuer and holds
options to purchase shares of the Common Stock. Within sixty
(60) days of the date of this Schedule, Mr. McDonnell may
exercise his options with respect to 333 of the shares. 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 owns 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 beneficially owned by Messrs.
McDonnell, McCullough, Nelson, Hager, 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. McDonnell, McCullough, Nelson,
Hager, 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.
99.1. Stock Purchase Agreement dated as of November
19, 1999 between West Side Investments, Inc. and Euroventures
Hungary B.V.
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: December 23, 1999
/s/ Robert C. Canfield
Robert C. Canfield
Senior Vice President, General Counsel
and Secretary
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of November 19, 1999, by and between
West Side Investments, Inc., a Nevada corporation ("West Side"), and
Euroventures Hungary B.V. ("Seller").
1. Purchase and Sale of Stock. Subject to the terms and conditions set
forth herein, West Side hereby purchases from Seller, and Seller hereby sells,
conveys, assigns, transfers and delivers to West Side, free and clear of all
liens, claims and encumbrances, a total of One Hundred Thousand (100,000) shares
of common stock, $.02 par value per share, of Euronet Services Inc.
("Euronet") (the "Shares") for the consideration set forth in Paragraph 2.
2. Purchase Price. At the Closing provided for in Paragraph 3, West
Side shall pay in cash to Seller as the purchase price (the "Purchase Price")
for the Shares the sum of Three Hundred Eighteen Thousand Seven Hundred Fifty
Dollars ($318,750.00), representing $3.1875 per share.
3. Closing.
(a) The closing (the "Closing") of the purchase and sale of
the Shares shall occur on December 23, 1999.
(b) At the Closing:
(i) Seller shall provide such reasonable assurances
as may be required by Euronet and its transfer agent that the
sale of the Shares to West Side is permitted notwithstanding
any restrictive legend, if any, which may appear on the stock
certificates for the Shares.
(ii) Seller shall provide to West Side satisfactory
evidence that (x) the Shares have been delivered to Euronet's
transfer agent, duly endorsed, or accompanied by validly
executed stock powers sufficient to transfer all of Seller's
right, title and interest in and to the Shares to West Side,
and West Side shall have received confirmation from Euronet's
transfer agent that the Shares have been received by such
transfer agent properly endorsed and in good form for transfer
and that such transfer agent's reasonable requirements for
transfer have been met, or (y) that such of the Shares held in
nominee name at Depository Trust Company ("DTC") have been
transferred to West Side or its nominee.
(iii) West Side shall pay the Purchase Price for the
Shares by the delivery to Seller of a certified or bank
cashier's check, or wire transfer, of immediately available
funds, payable to the Seller in the amount set forth in
Paragraph 2.
4. Representations and Warranties of Seller. Seller represents and
warrants to West Side that:
(a) At the time of Closing, the Shares owned by Seller and to
be sold under this Stock Purchase Agreement will not be subject to, or
collateral for, any pledge, loan or other agreement, and, Seller is the
lawful owner of, and has full right, title and interest in and to, the
Shares to be sold by such Seller hereunder, free and clear of all
liens, claims and encumbrances whatsoever.
(b) Seller has full power and authority to enter into, deliver
and perform this Stock Purchase Agreement, including but not limited to
selling and transferring to West Side the Shares as contemplated
herein, and the execution and delivery and performance at Closing of
this Stock Purchase Agreement by Seller will not conflict with or
constitute a default under any provision of any other agreement,
indenture or other instrument by which Seller is bound.
(c) At the Closing, the certificates representing the Shares
shall be validly and properly endorsed, or have attached stock powers
duly executed, by the registered owner thereof or appropriate
instructions shall have been given to DTC sufficient to effect the
transfer contemplated herein.
(d) This Stock Purchase Agreement, upon its execution and
delivery by Seller, shall be a valid and binding obligation on the part
of Seller, except as such enforceability may be limited by bankruptcy,
insolvency, receivership or other similar laws applicable to creditors'
rights and other equitable remedies.
(e) Upon full payment of the Purchase Price and delivery of
the certificates therefor or transfer at DTC as contemplated herein,
West Side shall acquire full right, title and interest in and to the
Shares, free and clear of any and all liens, claims or encumbrances.
5. Representations and Warranties of West Side. West Side hereby
represents and warrants to Seller that at the date hereof and at the time of the
Closing:
(a) West Side is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada,
with full corporate power and authority to execute, deliver and perform
this Stock Purchase Agreement.
(b) This Stock Purchase Agreement, upon its execution and
delivery by West Side shall be a valid and binding obligation on the
part of West Side, except as such enforceability may be limited by
bankruptcy, insolvency, receivership or other similar laws applicable
to creditors' rights and other equitable remedies.
6. Survival. All representations and warranties made herein shall be
and remain true and correct at the Closing, shall survive the Closing and shall
remain true and correct at and after the Closing, the same as if made at and as
of such time.
7. Severability. The provisions of this Stock Purchase Agreement are
severable and in the event that a court shall finally hold that any provision
herein shall be invalid or unenforceable, the validity or enforceability of the
other provisions hereof shall not be affected thereby.
8. Notices. All notices given hereunder shall be deemed to have been
duly given when personally delivered or when mailed by registered or certified
mail, postage prepaid, addressed as set forth below or to such other address as
the addressee may have designated in writing to the addressor:
If to West Side:
West Side Investments, Inc.
Attention: Kenneth V. Hager
Treasurer/Secretary
c/o DST Systems, Inc.
333 West 11th Street
Kansas City, Missouri 64105
If to Seller:
Euroventures Hungary B.V.
Attention: Corne Roest
Julianaplein 10
5211 BC
s' Hertogenbosch
The Netherlands
9. Governing Law. This Stock Purchase Agreement shall be governed by
and construed and interpreted in accordance with the laws of the State of Nevada
to the same extent as if fully made and performed in such state and without
reference to any provisions respecting conflicts of laws.
10. Successors and Assigns. This Stock Purchase Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns, heirs, executors, administrators, and legal
representatives. It may not be amended except by an instrument signed by each of
the parties hereto or such successors, assigns, heirs, executors,
administrators, or legal representatives.
11. Headings. The section headings contained in this Stock Purchase
Agreement are for convenience only and shall not be considered as construing or
interpreting any of the provisions hereof.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.
West Side Investments, Inc.
By /s/Kenneth V. Hager
Kenneth V. Hager
Treasurer and Secretary
Euroventures Hungary B.V.
By /s/ Jan Stolker
Jan Stolker
ABN AMRO, Director