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
<PAGE>
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
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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
<PAGE>
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
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CUSIP NO. 485 1701 04 13G Page 5 of 12 Pages
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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
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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)
</TABLE>
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.
<PAGE>
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.
<PAGE>
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:
<TABLE>
<S> <C> <C> <C>
(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.
<PAGE>
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.
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<PAGE>
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.
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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
</TABLE>
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Page 11 of 12
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EXHIBIT INDEX
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Exhibit Document Page No.
A. Joint Filing Agreement
</TABLE>
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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.
<TABLE>
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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,
</TABLE> Executive Vice President
