-----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, S1jPVqMatyKVNYz+BC1h8WkShvPrlADR9jITCqG2sYnrSH3Ld0InUsq5t04TfVFa IFDzk6UxrP6bc7hKXylh8Q== 0001013816-99-000046.txt : 19991203 0001013816-99-000046.hdr.sgml : 19991203 ACCESSION NUMBER: 0001013816-99-000046 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991202 EFFECTIVENESS DATE: 19991202 FILER: 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: S-8 POS SEC ACT: SEC FILE NUMBER: 033-69060 FILM NUMBER: 99768039 BUSINESS ADDRESS: STREET 1: 114 W 11TH ST CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8169831303 MAIL ADDRESS: STREET 1: 114 WEST 11TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 S-8 POS 1 93 DIRECTORS' STOCK OPT PLN File No. 333-69060 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8/A Post-Effective Amendment No. 1 to REGISTRATION STATEMENT Under The Securities Act Of 1933 --------------------------- KANSAS CITY SOUTHERN INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 44-0663509 (State of Incorporation) (I.R.S. Employer Identification No.) 114 West 11th Street Kansas City, Missouri 64105-1804 (Address of Principal Executive Offices) KANSAS CITY SOUTHERN INDUSTRIES, INC. 1993 DIRECTORS' STOCK OPTION PLAN (Full Title of the Plan) Joseph D. Monello Vice President and Chief Financial Officer 114 West 11th Street Kansas City, Missouri 64105 (816) 983-1303 (Name, Address, and Telephone Number of Agent for Service) EXPLANATORY STATEMENT This Post-Effective Amendment is being filed for the sole purpose of de-registering certain shares of common stock, par value $.01 (the "Common Stock"), of Kansas City Southern Industries, Inc. (the "Company") that have been previously registered on this Registration Statement for sale in connection with the Company's 1993 Directors' Stock Option Plan as specified below: Shares Previously Registered ---------------------------- Filing Date Pre-split Post-split(1) Filing Fee Paid ----------- --------- ------------- --------------- 9/21/93 120,000 360,000 $1,455.00 - -------------- (1) As adjusted to reflect the Company's 3-for-1 stock split effective September 17, 1997. Pursuant to Instruction E to Form S-8 and Questions 89 and 90 of Section G of the Manual of Publicly Available Telephone Interpretations (January 1997) of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC"), the unsold portion of such shares (approximately 144,000 shares) and the associated filing fee paid are being carried forward to, and deemed covered by, a new Registration Statement on Form S-8 that has been or will be filed with the SEC on or about the date of filing of this Post-Effective Amendment to register shares of Common Stock for sale pursuant to the Company's Amended and Restated 1991 Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The exhibits are listed in the Exhibit Index of this Registration Statement, which Exhibit Index is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kansas City, Missouri. KANSAS CITY SOUTHERN INDUSTRIES, INC. By: /s/ Richard P. Bruening -------------------------------- Vice President, General Counsel and Corporate Secretary Date: December 1, 1999 SIGNATURES Pursuant to the requirements of the Securities Act, this Post- Effective Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ L.H. Rowland* Chairman, President, December 1, 1999 - ------------------ Chief Executive Officer and Director /s/ M.R. Haverty* Executive Vice President December 1, 1999 - ------------------ and Director /s/ J.D. Monello* Vice President and Chief December 1, 1999 - ------------------ Financial Officer (Principal Financial Officer) /s/ L.G. Van Horn* Vice President and December 1, 1999 - ------------------- Comptroller (Principal Accounting Officer) /s/ A.E. Allinson* Director December 1, 1999 - ------------------- /s/ P.F. Balser* Director December 1, 1999 - ------------------- /s/ J.E. Barnes* Director December 1, 1999 - ------------------- /s/ M.G. Fitt* Director December 1, 1999 - ------------------- /s/ J.R. Jones* Director December 1, 1999 - ------------------- Director December 1, 1999 - ------------------- J.F. Serrano /s/ M.I. Sosland* Director December 1, 1999 - ------------------- *By: /s/ Richard P. Bruening ------------------------ Attorney-in-fact INDEX TO EXHIBITS Exhibit Number Description of Exhibit - ------- ---------------------- 24 Powers of Attorney EX-24 2 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ L.H. Rowland -------------------------- Name: L.H. Rowland Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ M.R. Haverty -------------------------- Name: M.R. Haverty Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ J.D. Monello ------------------------- Name: J.D. Monello Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ L.G. Van Horn -------------------------- Name: L.G. Van Horn Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ A.E. Allinson ------------------------- Name: A.E. Allinson Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ P.F. Balser --------------------- Name: P.F. Balser Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ J.E. Barnes -------------------------- Name: J.E. Barnes Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ M.G. Fitt ----------------------- Name: M.G. Fitt Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ J.R. Jones ---------------------- Name: J.R. Jones Date: December 1, 1999 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Richard P. Bruening, Danny R. Carpenter and Louis G. Van Horn, and each of them, as his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any one or more of the following Registration Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI") under the Securities Act of 1933: (1) a registration statement to be filed to register additional shares of the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and Restated Stock Option and Performance Award Plan as amended and restated in July 1998; (2) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 333-69060) relating to shares registered for sale pursuant to KCSI's 1993 Directors' Stock Option Plan; (3) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-27693) relating to shares registered for sale pursuant to KCSI's 1987 Stock Option Plan; and (4) Post-Effective Amendment No.1 to Registration Statement (SEC File No. 033-3783) relating to shares registered for sale pursuant to KCSI's 1983 Stock Option Plan, together with any and all amendments thereto and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature: /s/ M.I. Sosland ----------------------- Name: M.I. Sosland Date: December 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----