-----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, TiQY2mPmfxN5Mp7BzvatcNWNyI4xEnh3ix4F+22wLYpyUe8kEUGBkzvRL3Cszpq0 +6xuyeQ6CYcEQdKCMkC8/A== 0000912480-95-000002.txt : 19950515 0000912480-95-000002.hdr.sgml : 19950515 ACCESSION NUMBER: 0000912480-95-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950213 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-31194 FILM NUMBER: 95509192 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: UNITED MISSOURI BANCSHARES INC 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: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 SC 13G/A 1 FORM 13G - AMENDMENT NO. 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* 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) 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.) * This statement constitutes Amendment No. 7 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 and February 11, 1994, previously filed by UMB Bank, N.A. (formerly United Missouri Bank, n.a.) ("UMB") and Amendment No. 3 to Schedule 13G dated February 7, 1992, as amended February 11, 1993 and February 11, 1994, previously filed by UMB's parent, UMB Financial Corporation (formerly United Missouri Bancshares, Inc.) and Amendment No. 3 to Schedule 13G dated February 7, 1992, as amended February 11, 1993 and February 11, 1994, previously filed by Kansas City Southern Industries, Inc. Employee Stock Ownership Plan (the "KCSI ESOP"), 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 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 Each Reporting Person With: 5. Sole Voting Power: 371,670. 6. Shared Voting Power: 5,368,873. Beneficial ownership is disclaimed as to the 4,811,175 shares held as co-trustee of the KCSI ESOP that have been allocated to the accounts of participants. 7. Sole Dispositive Power: 367,501. 8. Shared Dispositive Power: 5,378,973. Beneficial ownership is disclaimed as to the 4,811,175 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: 5,726,204. Beneficial ownership is disclaimed as to the 4,811,175 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] 481,890 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: 13.16% 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: 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 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] 6,208,094 shares of Issuer Common Stock are held by a subsidiary 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 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 ("KSCI 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: 5,720,613. Beneficial ownership is disclaimed as to the 4,811,175 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: 5,720,613. Beneficial ownership is disclaimed as to the 4,811,175 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: 5,720,613. Beneficial ownership is disclaimed as to the 4,811,175 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: 13.15% 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) Names of Persons Filing: (i) UMB Bank, N.A. ("UMB") (ii) UMB Financial Corporation ("UMBFC") (iii) Kansas City Southern Industries, Inc. Employee Stock Ownership Plan ("KCSI ESOP") Item 2(b) Address of Principal Business or, if none, Residence: Both UMB and UMBFC maintain their principal executive offices at the address for the KCSI ESOP is 1010 Grand Avenue, 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") 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) (UMBFC ESOP) (g) [ X ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC) (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. UMBFC owns 100% of the outstanding stock of UMB and is filing this statement solely as a result of such stock ownership which gives UMBFC control over UMB. CUSIP NO. 485 1701 04 13G Page 7 of 12 Pages Item 4. Ownership. The KCSI ESOP may be deemed to beneficially own certain shares of the Issuer's 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, certain shares 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. Therefore, the KCSI ESOP may be deemed to beneficially own shares of the Issuer's Common Stock as follows: (a) Amount Beneficially Owned: 5,720,613. Beneficial ownership is disclaimed as to 4,811,175 shares allocated to the accounts of participants under the KCSI ESOP. (b) Percent of Class: 13.15% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: 5,720,613. Beneficial ownership is disclaimed as to 4,811,175 shares allocated to the accounts of participants under the KCSI ESOP. (iii) sole power to dispose or to direct the disposition of: -0-. (iv) shared power to dispose or to direct the disposition of: 5,720,613. Beneficial ownership is disclaimed as to 4,811,175 shares allocated to the accounts of participants under the KCSI ESOP. UMB may be deemed to beneficially own certain 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 shares allocated to participant's accounts. With respect to the shares held in other fiduciary capacities, UMB may also be deemed to have sole voting power over certain shares, shared voting power over certain shares, sole dispositive power over certain shares and shared dispositive power over certain 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 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 Therefore, UMB may be deemed to beneficially own shares of the Issuer's Common Stock as follows: (a) Amount Beneficially Owned: 5,726,204. Beneficial ownership is disclaimed as to 4,811,204 shares allocated to the accounts of participants under the KCSI ESOP. (b) Percent of Class: 13.16% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 371,670. (ii) shared power to vote or to direct the vote: 5,368,873. Beneficial ownership is disclaimed as to 4,811,204 shares allocated to the accounts of participants under the KCSI ESOP. (iii) sole power to dispose or to direct the disposition of: 367,501. (iv) shared power to dispose or to direct the disposition of: 5,378,973. Beneficial ownership is disclaimed as to 4,811,204 shares allocated to the accounts of participants under the KCSI ESOP. UMBFC does not own of record any shares of the Issuer's Common Stock and does not exercise or direct the exercise of any voting or dispositive power over the shares of the Issuer's Common Stock reported herein and is precluded by applicable law from directing the exercise of such power over said shares of the Issuer's Common Stock. 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 the UMBFC 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 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. 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. UMB Bank, N.A. Dated: February 13,1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 13,1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Inc. Employee Stock Ownership Plan and Trust By: UMB Bank, N.A., Trustee Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary 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, 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 13th day of February, 1995. UMB BANK, N.A. Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary UMB Financial Corporation Employee Stock Ownership Plan and Trust By: UMB Bank, N.A., Trustee Dated: February 13, 1995 By /s/David D. Miller David D. Miller, Executive Vice President and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----