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
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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
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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:
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
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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
<PAGE>
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
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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) (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.
<PAGE>
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.
<PAGE>
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.
<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 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.
<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.
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>
Page 11 of 12
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
<PAGE>
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
