EXHIBIT 4.4
EXHIBIT 6.4
TO AGREEMENT AND
PLAN OF MERGER
FORM OF USCS INTERNATIONAL, INC. AFFILIATE AGREEMENT
Gentlemen:
The undersigned is a holder of shares of Common Stock, par value $0.05 per
share ("Common Stock"), of USCS International, Inc., a Delaware corporation
("USCS"), and will be entitled to receive in connection with the merger (the
"Merger") of a wholly-owned Delaware subsidiary of DST Systems, Inc., a Delaware
corporation ("DST"), with and into USCS, shares of Common Stock, par value $0.01
per share, of DST (the "Securities").
The undersigned acknowledges that the undersigned may be deemed an
"affiliate" of USCS within the meaning of Rule 145 ("Rule 145") promulgated
under the Securities Act of 1933, as amended (the "Act"), and/or as such term is
used in and for purposes of Accounting Series Releases 130 and 135, as amended,
of the Securities and Exchange Commission (the "Commission"), although nothing
contained herein shall be construed as an admission of such status.
If in fact the undersigned were an affiliate of USCS under the Act, the
undersigned's ability to sell, assign or transfer any Securities received by the
undersigned in exchange for any shares of USCS pursuant to the Merger may be
restricted unless such transaction is registered under the Act or an exemption
from such registration is available. The undersigned understands that such
exemptions are limited and the undersigned has obtained advice of counsel as to
the nature and conditions of such exemptions, including instruction with respect
to the applicability to the sale of such Securities of Rules 144 and 145(d)
promulgated under the Act.
The undersigned hereby represents to and covenants to DST that the
undersigned will not sell, assign or transfer any Securities received by the
undersigned in exchange for shares of Common Stock pursuant to the Merger except
(i) pursuant to an effective registration statement under the Act, (ii) by a
transaction in conformity with the volume and other limitations of Rule 145 or
Rule 144 under the Act ("Rule 144"), to the extent applicable, or any other
applicable rules promulgated by the Commission or (iii) in a transaction which,
in the opinion of independent counsel reasonably satisfactory to DST, or as
described in a "no-action" or interpretative letter from the Staff of the
Commission, is not required to be registered under the Act.
In the event of a sale of Securities pursuant to Rule 145, or, if
applicable, Rule 144, the undersigned will supply DST with evidence of
compliance with such Rule, in the form of customary seller's and broker's Rule
145 or, if applicable, Rule 144, representation letters or as DST may otherwise
reasonably request. The undersigned understands that DST may instruct its
transfer agent to withhold the transfer of any Securities disposed of by the
undersigned in a manner inconsistent with this letter.
The undersigned acknowledges and agrees that appropriate legends will be
placed on certificates representing Securities received by the undersigned in
the Merger or held by a transferee thereof, which legends will be removed (i) by
delivery of substitute certificates upon receipt of an opinion in form and
substance reasonably satisfactory to DST to the effect that such legends are no
longer required for the purposes of the Act and the rules and regulations of the
Commission promulgated thereunder or (ii) in the event of a sale of the
Securities which has been registered under the Act.
The undersigned further represents to, and covenants with USCS and DST that
the undersigned will not, during the period beginning on the date that DST gives
written notice that consummation of the Merger is reasonably expected to occur
within 30 days of the date of such notice, sell, transfer or otherwise dispose
of, or reduce any risk relative to, securities of USCS, or the Securities
received by the undersigned in the Merger or any other shares of the capital
stock of DST until after such time as results covering at least 30 days of
operations of DST (including the combined operations of USCS) have been
published by DST in the form of a quarterly earnings report, or an annual report
on Form 10-K, if such 30-day period includes the end of DST's fiscal year, an
effective registration statement filed with the Commission, a report to the
Commission on Form 10-K, 10-Q, or 8-K, or any other public filing or
announcement which includes such results of operations.
The undersigned acknowledges that it has carefully reviewed this letter and
understands the requirements hereof and the limitations imposed upon the
distribution, sale, transfer or other disposition of Securities.
Very truly yours,
_______________________________________________
Dated: ________________
