EXHIBIT 4.1
EXHIBIT E-1 TO AGREEMENT AND PLAN OF MERGER
FORM OF USCS INTERNATIONAL, INC. STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of September _____, 1998 (this "Agreement")
by the undersigned stockholder ("Stockholder") of USCS International, Inc., a
Delaware corporation ("USCS"), for the benefit of DST Systems, Inc., a Delaware
corporation ("DST").
WHEREAS, DST, DST Acquisitions, Inc., a Delaware corporation and a wholly-
owned subsidiary of DST ("Sub"), and USCS are entering into an Agreement and
Plan of Merger, dated as of September _____, 1998 (the "Merger Agreement"),
whereby, upon the terms and subject to the conditions set forth in the Merger
Agreement, each issued and outstanding share of the Common Stock, par value $.05
per share, of USCS ("USCS Common Stock") not owned directly or indirectly by DST
or USCS, will be converted into shares of Common Stock, par value $.01 per
share, of DST ("DST Common Stock");
WHEREAS, Stockholder owns or beneficially owns _______________ shares of
USCS Common Stock (such shares of USCS Common Stock, together with any other
shares of capital stock of USCS acquired by such Stockholder after the date
hereof and during the term of this Agreement, being collectively referred to
herein as the "Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, DST has required that Stockholder agree, and in order to induce DST
to enter into the Merger Agreement the Stockholder has agreed, to enter into
this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, Stockholder agrees as follows:
1. CAPITALIZED TERMS. Capitalized terms used in this Agreement that are
not defined herein shall have such meanings as set forth in the Merger
Agreement.
2. COVENANTS OF STOCKHOLDER. Until the termination of this Agreement in
accordance with Section 5 hereof, Stockholder agrees that:
(a) at the Stockholders Meeting (or at any adjournment thereof) or in
any other circumstances upon which a vote, consent or other approval with
respect to the Merger or the Merger Agreement is sought, the Stockholder shall
vote (or cause to be voted) the Subject Shares in favor of the Merger, the
adoption of the Merger Agreement and the approval of the terms thereof; and
(b) If, at any time which is more than 30 days prior to the Closing
Date, Stockholder sells or otherwise transfers, in one or a series of
transactions, more than 2.3 million shares of the Subject Shares to a single
purchaser or transferee, Stockholder shall, as a condition to such transfer or
sale, require such purchaser or transferee to execute an "Affiliate's Agreement"
in the same form as other affiliates of USCS have signed as required by the
Merger Agreement.
Stockholder makes the covenants and agreements contained in this Agreement
solely in Stockholder's capacity as a stockholder of USCS and nothing contained
in this Agreement shall limit the ability of Stockholder, to the extent
Stockholder is a director of USCS, to discharge Stockholder's fiduciary duties
as a director of USCS under applicable law.
3. THE SUBJECT SHARES. The Stockholder represents and warrants to DST
that (i) the Stockholder is the record and/or beneficial owner of, and has good
and marketable title to, the Subject Shares, (ii) the Stockholder does not own,
of record or beneficially, any shares of capital stock of USCS other than the
Subject Shares and (iii) the Stockholder has the sole right to vote, and the
sole power of disposition with respect to, the Subject Shares, and none of the
Subject Shares is subject to any voting trust, proxy or other agreement,
arrangement or restriction with respect to the voting or disposition of such
Subject Shares, except as imposed by federal and state securities law and as
contemplated by this Agreement.
4. AFFILIATES LETTER. Stockholder agrees to execute and deliver on a
timely basis an Affiliate Letter in the form of Exhibit 6.4 to the Merger
Agreement, when and if requested by DST.
5. TERMINATION. The obligations of the Stockholder hereunder shall
terminate upon the earlier of the termination of the Merger Agreement pursuant
to its terms or the Effective Time.
6. SUCCESSORS, ASSIGNS AND TRANSFEREES BOUND. Any successor, assignee or
transferee of Stockholder (including a successor, assignee or transferee as a
result of the death of the Stockholder, such as an executor or heir) shall be
bound by the terms hereof, and the Stockholder shall take any and all actions
necessary to obtain the written confirmation from such successor, assignee or
transferee that it is bound by the terms hereof.
7. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such jurisdiction, or
the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
8. AMENDMENT. This Agreement constitutes the entire agreement between
the Stockholder and DST and supercedes all other prior agreements and
understandings, both written or oral, with respect to the subject matter of this
Agreement. This Agreement may be amended only by means of a written instrument
executed and delivered by both the Stockholder and DST.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
10. COUNTERPARTS. For the convenience of the parties, this Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Name:__________________________
