-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S/fiElw8oVt992lmNV+zdn/BwvmaNgNhcHjng5Occr7DrPISAb+CDohli2nrmJT6 K6896IY9jLm8c4R4MOZQhQ== 0000912480-94-000006.txt : 19940215 0000912480-94-000006.hdr.sgml : 19940215 ACCESSION NUMBER: 0000912480-94-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940214 GROUP MEMBERS: KANSAS CITY SOUTHERN INDUSTRIES, INC. EMPLOYEE GROUP MEMBERS: STOCK OWNERSHIP PLAN GROUP MEMBERS: UNITED MISSOURI BANCSHARES INC GROUP MEMBERS: UNITED MISSOURI BANK, N. A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS CITY SOUTHERN INDUSTRIES INC CENTRAL INDEX KEY: 0000054480 STANDARD INDUSTRIAL CLASSIFICATION: 4011 IRS NUMBER: 440663509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 34 SEC FILE NUMBER: 005-31194 FILM NUMBER: 94507672 BUSINESS ADDRESS: STREET 1: 114 W 11TH ST CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8165560303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED MISSOURI BANCSHARES INC CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: 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: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 SC 13G/A 1 FORM 13G - AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* KANSAS CITY SOUTHERN INDUSTRIES, INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 485 1701 04 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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. The information required in 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). * This statement constitutes Amendment No. 6 to the Schedule 13G, dated March 4, 1988, as amended February 2, 1989, January 31, 1990, January 7, 1991, February 7, 1992 and February 11, 1993, previously filed by United Missouri Bank, n.a. (formerly United Missouri Bank of Kansas City, n.a.) ("UMB") and Amendment No. 2 to Schedule 13G dated February 7, 1992, as amended February 11, 1993, previously filed by UMB's parent, United Missouri Bancshares, Inc. and Amendment No. 2 to Schedule 13G dated February 7, 1992, as amended February 11, 1993, previously filed by Kansas City Southern Industries, Inc. Employee Stock Ownership Plan (the "KCSI ESOP"), with respect to the common stock, no par value (the "Common Stock"), of Kansas City Southern Industries, Inc., a Delaware corporation (the "Issuer"). Page 1 of 12 Pages CUSIP NO. 485 1701 04 13G Page 2 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UNITED MISSOURI BANK, n.a. IRS No. 44-0201230 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 Each Reporting Person With: 5. Sole Voting Power: 7,640. 6. Shared Voting Power: 5,487,472. Beneficial ownership is disclaimed as to the 3,919,058 shares held as co-trustee of the KCSI ESOP that have been allocated to the accounts of participants. 7. Sole Dispositive Power: 7,240. 8. Shared Dispositive Power: 5,489,072. Beneficial ownership is disclaimed as to the 3,919,058 shares held as co-trustee of the KCSI ESOP that have been allocated to the accounts of participants. 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,496,712. Beneficial ownership is disclaimed as to the 3,919,058 shares held as co-trustee of the KCSI ESOP that have been allocated to the accounts of participants. 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] 134,752 shares of Issuer Common Stock are 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: 12.84% 12. Type of Reporting Person: BK CUSIP NO. 485 1701 04 13G Page 3 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: UNITED MISSOURI BANCSHARES, INC. ("UMBI") IRS No. 43-0903811 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 Each Reporting Person 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 Each Reporting Person: 0 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares: [X] 5,496,712 shares of Issuer Common Stock are held by a subsidiary in various capacities as to which UMBI 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 13G Page 4 of 12 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person: KANSAS CITY SOUTHERN INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP PLAN ("KCSI ESOP") 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 Each Reporting Person With: 5. Sole Voting Power: -0- 6. Shared Voting Power: 5,484,272. Beneficial ownership is disclaimed as to the 3,919,058 shares held on behalf of the KCSI ESOP that have been allocated to the accounts of participants. 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 5,484,272. Beneficial ownership is disclaimed as to the 3,919,058 shares held on behalf of the KCSI ESOP that have been allocated to the accounts of participants. 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,484,272. Beneficial ownership is disclaimed as to the 3,919,058 shares held on behalf of the KCSI ESOP that 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: 12.81% 12. Type of Reporting Person: EP CUSIP NO. 485 1701 04 13G Page 5 of 12 Pages
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) Name of Persons Filing: (i) United Missouri Bank, n.a. (ii) United Missouri Bancshares, Inc. (iii) Kansas City Southern Industries, Inc. Employee Stock Ownership Plan Item 2(b) Address of Principal Business or, if none, Residence: Both UMB and UMBI maintain their principal executive offices at and the address for the KCSI ESOP is 1010 Grand Avenue, Kansas City, Missouri 64106 Item 2(c) Citizenship: UMBI 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, no par value Item 2(e) CUSIP Number: 485 1701 04 CUSIP NO 485 1701 04 13G Page 6 of 12 Pages Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer 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 (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ X ] Employee Benefit Plan, Pension Fund 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 ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBI) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
The KCSI ESOP may be deemed to beneficially own in excess of 5% of the Issuer's Common Stock and is filing this statement as a result thereof. As co-trustee of the KCSI ESOP, UMB has certain voting and dispositive powers over such shares and is filing this schedule as a result of having such powers. UMBI owns 100% of the outstanding stock of UMB and is filing this statement solely as a result of such stock ownership which gives UMBI control over UMB. CUSIP NO. 485 1701 04 13G Page 7 of 12 Pages Item 4. Ownership. UMBI does not own of record any shares of Issuer Common Stock and does not exercise or direct the exercise of any voting or dispositive power over the shares of Issuer Common Stock reported herein and is precluded by applicable law from directing the exercise of such power over said shares of Issuer Common Stock. The KCSI ESOP may be deemed to beneficially own the 5,484,272 shares (12.81%) of Issuer Common Stock held by the KCSI ESOP. UMB serves as co-trustee of the KCSI ESOP with Mercantile Bank of Kansas City ("MBKC"). MBKC serves as co-trustee of the KCSI ESOP for the sole purpose of jointly voting with UMB the Common Stock held by the KCSI ESOP. KCSI ESOP participants exercise voting and dispositive powers over the KCSI ESOP shares allocated to their accounts as they have the right to direct the voting of such shares and the tendering of such shares in response to a tender offer. As of the date of this statement, a total of 3,919,058 shares (9.16%) of Issuer Common Stock are allocated under the KCSI ESOP, and beneficial ownership is disclaimed as to those shares. All unallocated KCSI ESOP shares are to be voted by the trustees in the same proportion as allocated shares. UMB may be deemed to beneficially own a total of 5,496,712 (12.84%) shares of Issuer Common Stock including the shares held by the KCSI ESOP and shares held in other fiduciary capacities. As co-trustee, UMB may be deemed to have shared voting and dispositive power over the KCSI ESOP shares, although UMB disclaims beneficial ownership over the allocated shares. With respect to the shares held in other fiduciary capacities, UMB may also be deemed to have sole voting power over 7,640 shares, shared voting power over 3,200 shares, sole dispositive power over 7,240 shares and shared dispositive power over 4,800 shares. UMB disclaims beneficial ownership over and has not included in this statement any and all shares of Common Stock held by Mercantile Bank of Kansas City or its affiliates other than the KCSI ESOP shares and of the 134,752 shares of Common Stock held by UMB in custodial and other capacities over which UMB has no voting or dispositive power. CUSIP NO. 485 1701 04 13G Page 8 of 12 Pages As a result UMB may be deemed to beneficially own shares of the Issuer's Common Stock as follows: (a) Amount Beneficially Owned: 5,496,712. Beneficial ownership is disclaimed as to 3,919,058 shares allocated to the accounts of participants under the KCSI ESOP. (b) Percent of Class: 12.84% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 7,640. (ii) shared power to vote or to direct the vote: 5,487,472. Beneficial ownership is disclaimed as to 3,919,058 shares allocated to the accounts of participants under the KCSI ESOP. (iii) sole power to dispose or to direct the disposition of: 7,240. (iv) shared power to dispose or to direct the disposition of: 5,489,072. Beneficial ownership is disclaimed as to 3,919,058 shares allocated to the accounts of participants under the KCSI ESOP. Item 5 Ownership of Five Percent or Less of a Class. Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person. Although KCSI ESOP participants generally have no direct rights or powers with respect to dividends paid on or the proceeds from the sale of shares of the Issuer's Common Stock held by the KCSI ESOP, participants have the right to receive vested amounts representing dividends on the shares allocated to their accounts and elect to receive cash from proceeds their KCSI ESOP accounts upon distribution thereof. CUSIP NO. 485 1701 04 13G Page 9 of 12 Pages 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 UMBI, is presented above. Item 8 Identification and Classification of Members of the Group. Not Applicable Item 9 Notice of Dissolution of Group. Not Applicable Item 10 Certification. See below.
CUSIP NO. 485 1701 04 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 for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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. United Missouri Bank, n.a. Dated: February 11, 1994 By /s/David D. Miller David D. Miller, Executive Vice President United Missouri Bancshares, Inc. Dated: February 11, 1994 By /s/David D. Miller David D. Miller, Executive Vice President Kansas City Southern Industries, Inc. Employee Stock Ownership Plan and Trust By: United Missouri Bank, n.a., Trustee Dated: February 11, 1994 By /s/David D. Miller David D. Miller, Executive Vice President
Page 11 of 12
EXHIBIT INDEX Exhibit Document Page No. A. Joint Filing Agreement
Page 12 of 12 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) 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 of Kansas City Southern Industries, Inc., and consent to agree this Joint Filing Agreement being included as an Exhibit to such joint filing. In evidence thereof the undersigned hereby execute this Agreement this 11th day of February, 1994. United Missouri Bank, N.A. Dated: February 11, 1994 By /s/David D. Miller David D. Miller, Executive Vice President United Missouri Bancshares, Inc. Dated: February 11, 1994 By /s/David D. Miller David D. Miller, Executive Vice President Kansas City Southern Industries, Inc. Employee Stock Ownership Plan and Trust By: United Missouri Bank, N.A., Trustee Dated: February 11, 1994 By /s/David D. Miller David D. Miller,
Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----