SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EURONET SERVICES INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
298736109
(CUSIP Number)
ROBERT C. CANFIELD, ESQ. Copies to: John F. Marvin
333 West 11th Street Leonard Jurden
Kansas City, Missouri 64105 Sonnenschein Nath &
816-435-1000 Rosenthal
816-843-5360 (facsimile) 4520 Main Street
Kansas City, Missouri
64111
816-932-4400
816-531-7545 (fax)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 6, 1997
(Date of Event Which Requires Filing of This Statement)
CUSIP NO.: 298736109 Schedule 13D March 14, 1997
1) NAME OF REPORTING PERSON: DST Systems, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not
Applicable.
3) SEC USE ONLY:
4) SOURCE OF FUNDS: OO.
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E): Not Applicable.
6) PLACE OF ORGANIZATION: Delaware.
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
7) SOLE VOTING POWER: 1,178,797.
8) SHARED VOTING POWER: None.
9) SOLE DISPOSITIVE POWER: 1,178,797.
10) SHARED DISPOSITIVE POWER: None.
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
1,178,797 shares.
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: /X/ Excludes 1,500 shares beneficially owned by
certain executive officers of the Reporting Person.
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.16%.
14) TYPE OF REPORTING PERSON: CO.
PAGE
CUSIP NO.: 298736109 Schedule 13D March 14, 1997
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 Systems Inc., a
Delaware corporation (the "Issuer").
The address of principal executive office of the
Issuer is ZSIGMOND TER 10, H-1023 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 "Reporting Person"). 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. DST has not entered into any
agreements with KCSI concerning DST's management and
policies. The existence of cumulative voting and the
exemption of KCSI from DST's stockholder rights plan
provide KCSI the potential to effectively control DST.
However, KCSI disclaims control of DST and beneficial
ownership of the Issuer's Common Stock and a result of
KCSI's ownership of DST'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. Edward Allinson Executive Vice President, State
Street Bank and Trust Company
Chairman of the Board of
Directors, Boston Financial
Data Services, Inc.
One Enterprise Drive
North Quincy, MA 02171
Michael G. Fitt Retired
10349 N. Lake Circle
Olathe, KS 66061
William C. Nelson Chairman of the Board and
Chief Executive Officer of
Nations Bank, N.A. (Mid-West)
14 W. 10th Street
Kansas City, MO 64105
M. Jeannine Strandjord Senior Vice President and
Treasurer of Sprint
Corporation
2330 Shawnee Mission Pkwy.
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 Vice President
K.V. Hager Vice President, Chief Financial
Officer and Treasurer
J.P. Horan Chief Information Officer
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
1004 Baltimore Ave.
Kansas City, MO 64105
C.W. Schellhorn Chairman of the Board and
President of Output
Technologies, Inc.
2534 Madison St.
Kansas City, MO 64108
J.M. Winn Managing Director of DST
International Limited
DST House, St. Mark's Hill
Surbitan, Surray KT64QD, England
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person acquired its ownership in the
Issuer in exchange for its holdings of Euronet Holding N.
V. ("Holding") in connection with the reorganization of
Holding into a Delaware corporation.
The shares of Common Stock owned by Messrs.
McCullough and Kirk were purchased with personal funds.
See below concerning the amount of funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person and its directors and executive
officers 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 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 officers' Common
Stock.
Except as set forth in this Schedule, the Reporting
Person and its directors and 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 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 outstanding on the Issuer's
Form S-1 dated March 6, 1997 (Commission File No. 333-
18121).
(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 the following transactions
in the Common Stock during the 60 days prior to the date
of this Schedule:
1. On March 6, 1997, the Reporting Person exchanged
all of its holdings in Euronet Holding N. V. for
920,497 shares of the Common Stock and received an
additional 258,300 shares of the Common Stock in
fulfillment of an obligation of Euronet Holding N.
V. assumed by the Issuer.
The Reporting Person has not had any other transactions
in the Common Stock during the last 60 days.
(d) No person, other than the Reporting Person, 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. Kirk and McCullough
own any of the Common Stock.
Mr. Kirk owns 1,000 shares of the Common Stock and
has sole power to vote and dispose of the shares. He
acquired such shares in the open market March 13, 1997 at
a price of $ 14.50 per share (excluding commissions).
Mr. Kirk's shares represent less than one percent of the
outstanding shares of the Common Stock. No person, other
than Mr. Kirk, 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 him.
Mr. McCullough owns 500 shares of the Common Stock
and has sole power to vote and dispose of the Stock. He
acquired such shares in the Issuer's initial public
offering on March 7, 1997 at a price of $ 13.50 per
share. Mr. McCullough's shares represent less than one
percent of the outstanding shares of the Common Stock.
No person, other than Mr. McCullough, 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 him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person and its directors and executive
officers currently has 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 this statement
is true, complete and correct.
DATE: March 14, 1997
SIGNATURE: /s/ Robert C. Canfield
Senior Vice President, General Counsel
and Secretary