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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* |
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DST Systems, Inc.
(Name of Issuer)
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Common Stock
(Title of Class of
Securities)
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233326107
(CUSIP Number)
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December 31, 2009
(Date of Event which Requires
Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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[
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X
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] Rule 13d-1(b)
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[
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X
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] Rule 13d-1(c)
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[
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] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
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The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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SCHEDULE 13G
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CUSIP No. 233326107
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1.
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Names of Reporting Persons.
<![if !supportLineBreakNewLine]> <![endif]> Iridian Asset Management LLC
I.R.S. Identification Nos. of above persons (entities only).
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X ] (b) [ �] |
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
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Sole Voting Power
Not applicable. |
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6.
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Shared Voting Power
Not applicable. |
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7.
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Sole Dispositive Power
Not applicable. |
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8.
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Shared Dispositive Power
Not applicable. |
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
Not applicable. |
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent of Class Represented by Amount in Row (9)
Not applicable.
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12.
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Type of Reporting Person
IA
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<![if !supportLineBreakNewLine]> <![endif]> |
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2
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SCHEDULE 13G
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CUSIP No. 233326107
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1.
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Names of Reporting Persons.
<![if !supportLineBreakNewLine]> <![endif]> David L. Cohen
I.R.S. Identification Nos. of above persons (entities only).
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ X ] (b) [ �] |
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
Not applicable. |
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6.
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Shared Voting Power
Not applicable. |
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7.
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Sole Dispositive Power
Not applicable. |
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8.
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Shared Dispositive Power
Not applicable. |
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
Not applicable. |
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent of Class Represented by Amount in Row (9)
Not applicable.
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12.
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Type of Reporting Person
IN
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<![if !supportLineBreakNewLine]> <![endif]> |
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3
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SCHEDULE 13G
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CUSIP No. 233326107
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1.
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Names of Reporting Persons.
<![if !supportLineBreakNewLine]> <![endif]> Harold J. Levy
I.R.S. Identification Nos. of above persons (entities only).
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ X ] (b) [ �] |
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares Beneficially Owned by Each Reporting Person With: |
5.
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Sole Voting Power
Not applicable. |
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6.
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Shared Voting Power
Not applicable. |
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7.
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Sole Dispositive Power
Not applicable. |
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8.
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Shared Dispositive Power
Not applicable. |
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
Not applicable. |
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
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11.
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Percent of Class Represented by Amount in Row (9)
Not applicable.
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12.
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Type of Reporting Person
IN
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<![if !supportLineBreakNewLine]> <![endif]> |
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4
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This Amendment amends in its entirety the Schedule 13G previously
filed for the month ended December 31, 2008.
Item 1.
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(a)
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Name of Issuer
DST Systems, Inc. |
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(b)
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Address of Issuer's Principal Executive Offices
333 West 11th Street, Kansas
City, MO 64105
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Item 2.
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(a)
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Name of Person Filing
This� Statement is being filed by and on behalf of Iridian Asset� Management LLC ("Iridian"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") (collectively, the "Reporting Persons"). Effective June 30, 2009, Cohen and Levy
indirectly acquired ownership and control of 100% of the equity interest
of Iridian from BIAM (US) Inc., an indirect wholly owned subsidiary of The
Governor and Company of the Bank of Ireland. Thus, on that date, Cohen and
Levy may be deemed to have acquired beneficially ownership of all shares
of Common Stock beneficially owned by Iridian.
Iridian is majority owned by Arovid
Associates LLC, a Delaware limited liability company owned and controlled
by the following:� 12.5% by Cohen, 12.5% by Levy, 37.5% by LLMD LLC, a
Delaware limited liability company, and 37.5% by ALHERO LLC, a Delaware
limited liability company. LLMD LLC is owned 1% by Cohen, and 99% by a
family trust controlled by Cohen. ALHERO LLC is owned 1% by Levy and 99%
by a family trust controlled by Levy.
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(b)
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Address of Principal Business Office or, if none,
Residence
The principal business address of the Reporting Persons is 276 Post Road West, Westport, CT 06880-4704. |
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(c)
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Citizenship or Place of Organization
Iridian is a Delaware limited liability company. Cohen and Levy are US citizens. .
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(d)
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Title of Class of Securities
Common Stock of DST Systems, Inc. |
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(e)
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CUSIP Number
233326107 |
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Item 3.
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If this statement is
filed pursuant to ��240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with
�240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with
�240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with �
240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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[ x]
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Group, in accordance with �240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Not Applicable.
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Item 5.
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Ownership of Five
Percent or Less of a Class
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ X ].
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Item 6.
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Ownership of More
than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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Not Applicable.
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Item 8.
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Identification and
Classification of Members of the Group
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Iridian is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, and
its principal business is managing a number of accounts containing
securities over which Iridian has voting and dispositive power.
Each of Messrs. Cohen and Levy has a
controlling interest in Iridian, and serves as Co-Chief Executive Officer
and Co-Chief Investment Officer of Iridian.
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Item 9.
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Notice of
Dissolution of Group
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Not Applicable
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Item
10.
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Certification
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By� signing� below the� undersigned�
certifies� that,� to the best of its or his knowledge� and belief,� the�
securities� referred to above were acquired and are held in the� ordinary�
course of business and were not acquired and are not held for the� purpose
of and do not have the effect of changing� or� influencing� the control of
the issuer of the� securities� and were not acquired and are not held in
connection with or as a participant in any transaction having such purpose
or effect.
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SIGNATURE
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After reasonable inquiry and to the best of its or his knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
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Date: January26, 2010
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IRIDIAN ASSET MANAGEMENT LLC
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By:
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/s/ Jeffrey M. Elliott
Jeffrey M. Elliott
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Title:
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Executive Vice President
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David L. Cohen
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By:
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/s/ Jeffrey M. Elliott
Jeffrey M. Elliott
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Title:
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Agent
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Harold J. Levy
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By:
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/s/ Jeffrey M. Elliott
Jeffrey M. Elliott
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Title:
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Agent
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