-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UI4yKyqTjduhAcBldx7rMN/XyYFqS3I/Msh7ybqnDfU4yTsbEBjRUPqbeUDoDxoZ f2ieOnXdJ5UixtLqboDEOg== 0000101382-99-000007.txt : 19990218 0000101382-99-000007.hdr.sgml : 19990218 ACCESSION NUMBER: 0000101382-99-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990217 GROUP MEMBERS: KANSAS CITY SOUTHERN INDUSTRIES ESOP GROUP MEMBERS: UMB BANK, N.A. GROUP MEMBERS: UMB FINANCIAL CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS CITY SOUTHERN INDUSTRIES INC CENTRAL INDEX KEY: 0000054480 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 440663509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-31194 FILM NUMBER: 99543705 BUSINESS ADDRESS: STREET 1: 114 W 11TH ST CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8165560303 MAIL ADDRESS: STREET 1: 114 WEST 11TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UMB FINANCIAL CORP CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: ZIP: ----- FORMER COMPANY: FORMER CONFORMED NAME: UNITED MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* KANSAS CITY SOUTHERN INDUSTRIES, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 485 1701 04 (CUSIP Number) * This statement constitutes Amendment No. 12 to the Schedule 13G, dated March 4, 1988, as amended February 2, 1989, January 31, 1990, January 7, 1991, February 7, 1992, February 11, 1993, February 11, 1994, February 13, 1995, February 13, 1996, February 13, 1997, and February 13, 1998, previously filed by UMB Bank, n.a. (formerly United Missouri Bank, n.a.) ("UMB") and Amendment No. 7 to Schedule 13G dated February 7, 1992, as amended February 11, 1993, February 11, 1994, February 13, 1995, February 13, 1996, February 13, 1997, and February 13, 1998, previously filed by UMB's parent, UMB Financial Corporation (formerly United Missouri Bancshares, Inc.) and Amendment No. 7 to Schedule 13G dated February 7, 1992, as amended February 11, 1993, February 11, 1994, February 13, 1995, February 13, 1996, February 13, 1997, February 13, 1998, and February 16, 1999, previously filed by The Employee Stock Ownership Plan (the "KCSI ESOP"), for employees of Kansas City Southern Industries, Inc. with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Kansas City Southern Industries, Inc., a Delaware corporation (the "Issuer"). Page 1 of 12 Pages CUSIP NO. 485 1701 04 SCHEDULE 13G Page 2 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB BANK, n.a. ("UMB") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: United States Number of Shares Beneficially owned by UMB With: 5. Sole Voting Power: 15,780. UMB disclaims beneficial ownership of these shares. 6. Shared Voting Power: 31,750. UMB disclaims beneficial ownership of these shares. 7. Sole Dispositive Power: 15,780. UMB disclaims beneficial ownership of these shares. 8. Shared Dispositive Power: 5,975,946. UMB disclaims beneficial ownership of these shares which include 3,997,504 shares held as trustee of The Employee Stock Ownership Plan (the "KCSI ESOP"), for employees of Kansas City Southern Industries, Inc. 9. Aggregate Amount Beneficially Owned by UMB: 5,991,726. UMB disclaims beneficial ownership of these shares, which include 3,997,504 shares held as trustee of the KCSI ESOP. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] Such amount excludes 568,156 shares of the Issuer's Common Stock held in custody accounts by UMB for which UMB has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: 5.4% 12. Type of Reporting Person: BK CUSIP NO. 485 1701 04 SCHEDULE 13G Page 3 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UMB FINANCIAL CORPORATION ("UMBFC") 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: Missouri Number of Shares Beneficially owned by UMBFC With: 5. Sole Voting Power: -0- 6. Shared Voting Power: -0- 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by UMBFC: -0- 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] Such amount excludes 6,559,882 shares of the Issuer's Common Stock held by UMB in various capacities as to which UMBFC has no voting or dispositive power. 11. Percent of Class Represented by Amount in Row 9: 0% 12. Type of Reporting Person: HC CUSIP NO. 485 1701 04 SCHEDULE 13G Page 4 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: THE EMPLOYEE STOCK OWNERSHIP PLAN ("KCSI ESOP"), for employees of Kansas City Southern Industries, Inc. 2. Check the Appropriate box if a member of a group (a) [ ] (b) [X] 3. SEC Use Only 4. Citizenship or Place of Organization: Missouri Number of Shares Beneficially owned by KCSI ESOP With: 5. Sole Voting Power: -0- 6. Shared Voting Power: -0- 7. Sole Dispositive Power: -0- 8. Shared Dispositive Power: 3,997,504. Beneficial ownership is disclaimed as to all of these shares, which are held on behalf of the KCSI ESOP. 9. Aggregate Amount Beneficially Owned by KCSI ESOP: 3,997,504. Beneficial ownership is disclaimed as to all of these shares, which are held on behalf of the KCSI ESOP and have been allocated to the accounts of participants. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [ ] 11. Percent of Class Represented by Amount in Row 9: 3.6% 12. Type of Reporting Person: EP CUSIP NO. 485 1701 04 Page 5 of 12 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12) Item 1(a) Name of Issuer: Kansas City Southern Industries, Inc., a Delaware corporation Item 1(b) Address of Issuer's Principal Executive Offices: 114 West 11th Street, Kansas City, Missouri 64105 Item 2(a) Names of Persons Filing: (i) UMB Bank, n.a. ("UMB") (ii) UMB Financial Corporation ("UMBFC") (iii) The Employee Stock Ownership Plan ("KCSI ESOP"), for employees of Kansas City Southern Industries, Inc. Item 2(b) Address of Principal Business or, if none, Residence: Both UMB and UMBFC maintain their principal executive offices at, and the address for the KCSI ESOP is, 1010 Grand Boulevard, Kansas City, Missouri 64106 Item 2(c) Citizenship: UMBFC is a corporation organized under the laws of the State of Missouri, UMB is a national banking association chartered by the United States and the KCSI ESOP is a trust organized in the State of Missouri. Item 2(d) Title of Class of Securities: common stock, par value $0.01 per share the "Common Stock"). CUSIP NO. 485 1701 04 SCHEDULE 13G Page 6 of 12 Pages Item 2(e) CUSIP Number: 485 1701 04 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [X] Bank as defined in section 3(a)(6) of the Act (UMB) (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act of 1940 (e) [ ] An investment adviser registered under Section 203 of the Investment Advisers Act of 1940 or under the laws of any state (f) [X] Employee Benefit Plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d- 1(b)(1)(ii)(F) (KCSI ESOP) (g) [X] A parent holding company or control person, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [ ] 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 (j) [ ] Group, in accordance with Section 240.13d- 1(b)(1)(ii)(J) CUSIP NO. 485 1701 04 SCHEDULE 13G Page 7 of 12 Pages If this statement is filed pursuant to Section 240.13d-1(c), check this box. [ ] UMB may be deemed to beneficially own certain shares of Issuer's Common Stock, including the shares held by the KCSI ESOP and shares of Common Stock held in other capacities. As trustee, UMB may be deemed to have shared dispositive power over the shares of Common Stock held by the KCSI ESOP, although UMB disclaims beneficial ownership over such shares. With respect to the shares of Common Stock held in other capacities, UMB may also be deemed to have either sole or shared voting power over certain of such shares, but disclaims beneficial ownership over such shares. UMB disclaims beneficial ownership over and has not included in this Schedule 13G any and all shares of the Issuer's Common Stock held in custodial and other capacities over which UMB has no voting or dispositive power (either by itself or with others). Therefore, UMB may be deemed to beneficially own shares of the Issuer's Common Stock as follows: (a) Amount Beneficially Owned: 5,991,726. Beneficial ownership is disclaimed as to these shares, 3,997,504 of which are held on behalf of the KCSI ESOP. Such amount excludes 568,156 shares of Issuer's Common Stock held in custody accounts by UMB for which UMB has no voting or dispositive power. (b) Percent of Class: 5.4% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 15,780. UMB disclaims beneficial ownership of these shares. (ii) shared power to vote or to direct the vote: 31,750. UMB disclaims beneficial ownership of these shares. CUSIP NO. 485 1701 04 SCHEDULE 13G Page 8 of 12 Pages (iii) sole power to dispose or to direct the disposition of: 15,780. UMB disclaims beneficial ownership of these shares. (iv) shared power to dispose or to direct the disposition of: 5,975,946. UMB disclaims beneficial ownership of these shares, which include 3,997,504 shares held on behalf of the KCSI ESOP. Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that, as of the date hereof, one of the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. UMB and UMBFC have a continuing obligation to report their ownership of more than 5% of a class, but the KCSI ESOP has ceased to be the beneficial owner of 5% of the class of securities. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Information as to UMB, which is jointly filing this statement with UMBFC, is presented above. Item 8 Identification and Classification of Members of the Group. Not Applicable. Item 9 Notice of Dissolution of Group. Not Applicable. CUSIP NO. 485 1701 04 SCHEDULE 13G Page 9 of 12 Pages Item 10 Certification. See below. CUSIP NO. 485 1701 04 SCHEDULE 13G Page 10 of 12 Pages Signature By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with 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 that purpose or effect. 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 UMB Bank, n.a. Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary The Employee Stock Ownership Plan, for employees of Kansas City Southern Industries, Inc. By: UMB Bank, n.a., Trustee Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary CUSIP NO. 485 1701 04 SCHEDULE 13G Page 11 of 12 Pages EXHIBIT INDEX Exhibit Document Page No. A. Joint Filing Agreement CUSIP NO. 485 1701 04 SCHEDULE 13G Page 12 of 12 Pages EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Exhibit is attached with respect to the Common Stock, par value $0.01 per share, of Kansas City Southern Industries, Inc., a Delaware corporation, and consent to this Joint Filing Agreement being included as an Exhibit to such filing. In evidence thereof the undersigned hereby execute this Agreement this 16th day of February, 1999. UMB Bank, n.a. Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary The Employee Stock Ownership Plan, fpr employees of Kansas City Southern Industries, Inc. By: UMB Bank, n.a., Trustee Dated: February 16, 1999 By_________________________ David D. Miller, Executive Vice President and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----