SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
Form S-8
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 or other jurisdiction of (IRS Employer Identification
No.)
incorporation or organization)
114 West 11th Street, Kansas City, Missouri 64105
__________________________________________________
(Address of principal executive office) (zip code)
Ninth Offering Under the Employee Stock Purchase Plan
_____________________________________________________
(Full title of the plan)
Richard P. Bruening, Esq.
Vice President and General Counsel
Kansas City Southern Industries, Inc.
114 West 11th Street, Kansas City, Missouri 64105 (816) 556-0370
Copies to:
John Marvin, Esq.
Leonard Jurden, Esq.
Watson & Marshall L.C.
1010 Grand
1010 Grand, Kansas City, Missouri 64105 (816) 842-3132
______________________________________________________
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
_______________________________
<TABLE>
<CAPTION>
Amount to Proposed Proposed Amount of
Title of be Maxi- Maxi- Registratio
Securities Registered mum mum n
to <F1> Offering Aggregate Fee <F2>
be Price Per Offering
Registered Share Price
<S> <C> <C> <C> <C>
Common 250,000 $38.46 $9,615,000 $3,316
Stock
($0.01 par
value)
<FN>
<F1>
Registrant also hereby, pursuant to General Instruction F to Form
S-8, registers an indeterminate amount of interests in the
Employee Stock Purchase Plan that constitute separate securities
and are required to be registered under the Securities Act.
<F2>
The amount of the registration fee is estimated in accordance
with Rules 457(c) and 457(h)(1). At this time, it is not
possible to determine the price at which shares will be
purchased. For the purposed of calculating the amount of the
registration fee, it was assumed that the 250,000 shares
available for this offering would be purchased at $38.46 (85% of
the average of the high and low prices of the Registrant's Common
Stock on November 15, 1995 as reported by the New York Stock
Exchange).
</FN>
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE
INCORPORATION BY REFERENCE
The contents of the Registrant's registration statement on
Form S-8 (file no. 33-54168) are hereby incorporated by reference
into this registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 amendment to this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, State of
Missouri, on this 15th day of November, 1995.
KANSAS CITY SOUTHERN INDUSTRIES,
INC.
By /s/ Landon H. Rowland
____________________________
Landon H. Rowland
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Landon H. Rowland, Richard P. Bruening and Joseph D.
Monello his true and lawful attorney-in-fact and agent, each
acting alone, with full power of substitution and resubstitution,
for and in his name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and
thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature and Name Capacity Date
__________________ ________ ____
<S> <C> <C>
/s/ A. Edward Allinson Director November 15, 1995
/s/ Paul F. Balser Director November 15, 1995
/s/ James E. Barnes Director November 15, 1995
/s/ Thomas S. Carter Director November 15, 1995
/s/ Michael G. Fitt Director November 15, 1995
/s/ Michael R. Haverty Executive November 15, 1995
Vice President;
Director
____________________ Chairman of ___________, 1995
Paul H. Henson the Board of
Directors
/s/ Joseph D. Monello Vice November 15, 1995
President
(Chief Financial
Officer)
/s/ Landon H. Rowland President and November 15, 1995
Chief Executive
Officer; Director
/s/ Morton I. Sosland Director November 15, 1995
/s/ Louis G. Van Horn Comptroller; November 15, 1995
Officer)
<PAGE>
INDEX TO EXHIBITS
_________________
Exhibit Document
_______ ________
5 Opinion of Watson & Marshall L.C. (includes
consent)
23 Consent of Independent Accountants
99 Employee Stock Purchase Plan, as amended and
restated
on November 15, 1995
</TABLE>
Exhibit 5
November 20, 1995
Kansas City Southern Industries, Inc.
114 West 11th Street
Kansas City, Missouri 64105
Re: Registration Statement on Form S-8 for Kansas City Southern
Industries, Inc.
Ladies and Gentlemen:
We have acted as counsel to Kansas City Southern
Industries, Inc., a Delaware corporation (the "Company"), in
connection with the preparation and filing with the U.S.
Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the issuance and sale of up to 250,000
shares (the "Registered Shares") of the Company's common stock,
par value $0.01 per share (the "Common Stock"), in connection
with the Employee Stock Purchase Plan (the "Plan"). We are
rendering this opinion pursuant to Item 8 of Form S-8 and Item
601 of Regulation S-K promulgated by the Commission.
In connection with rendering this opinion, we have
examined and relied without investigation upon the following:
(a) The Plan adopted by the Company's Board of
Directors on February 18, 1977, as amended and restated on
November 15, 1995;
(b) The Registration Statement expected to be filed on
November 21, 1995 and the related prospectus;
(c) The Company's Certificate of Incorporation and
Bylaws, as amended, and the minutes of the applicable Board of
Director meeting; and
(d) Such documents, certificates and records of public
officials and the Company and its officers and other documents
and legal matters as we have deemed necessary for the purpose of
rendering this opinion.
Subject to the assumptions, qualifications and our
examination as described herein, it is our opinion that the
Registered Shares will, upon issuance and sale pursuant to the
terms of the Plan, be validly issued, fully paid and
nonassessable.
In rendering this Opinion, we have assumed without
investigation that at the time of issuance of the Registered
Shares:
(1) The pertinent provisions of the Securities Act, all
other securities laws and regulations, and such "blue-sky"
securities laws as may be applicable (as to which no opinion is
given herein) have been complied with;
(2) There has been no change in the applicable law or
the pertinent provisions of the Company's Certificate of
Incorporation or Bylaws since the date of this Opinion;
(3) There have been no changes in the number of
Registered Shares, shares of Common Stock issued or shares of
Common Stock reserved for issuance that causes the Registered
Shares together with the shares theretofore issued to exceed the
shares of Common Stock authorized in the Company's Certificate of
Incorporation;
(4) The board of directors of the Company has taken the
necessary actions to duly authorize the issuance of the
Registered Shares;
(5) The board of directors of the Company will have
taken the necessary corporate action determining that the value
of the consideration to be received for the issuance of the
Registered Shares is at least equal to the par value of such
shares, such consideration will have been actually received by
the Company, and there is no actual fraud in the taking of such
action.
(6) The certificates or other records evidencing the
Registered Shares and the ownership thereof are in proper form
and have been duly and properly completed and properly executed;
(7) The Registered Shares have been duly delivered;
(8) The Shares have been issued in accordance with the
terms of the Plan, and all other terms and conditions of the Plan
have been satisfied; and
(9) All required filings with and reports to the
Secretary of the State of Delaware and Delaware taxing
authorities on behalf of the Company have been duly made on a
timely basis, and neither the incorporation, corporate status or
good standing of the Company has been revoked or rescinded.
This Opinion is subject to the following
assumptions (in addition to the other assumptions set forth
herein), exceptions, qualifications and limitations:
(a) In our examination and in rendering this Opinion,
we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, that each document submitted to
us for review is accurate and complete, that each such document
that is an original is authentic, that each document that is a
copy conforms to an authentic original, and that all signatures
on the document are genuine.
(b) We are admitted to the Bar of the State of
Missouri, and we express no opinion as to the laws of any
jurisdictions other than the general corporation law of the State
of Delaware. Although we are not admitted to practice in
Delaware, in rendering this Opinion, we have reviewed and relied
without investigation upon the standard compilations of the laws
thereof. In addition, our opinion is intended to address only
the specific legal issues directly and explicitly referred to
herein, and does not address, by implication or otherwise, any
other matter or issue.
(c) In rendering this Opinion, we have relied without
investigation on the representations, warranties and covenants of
the Company in the Plan and related prospectus, and we have
assumed without investigation that such representations,
warranties, covenants and agreements were accurate, complete and
fair, and contained no omission of material facts, both on the
date made and on and as of the date of this Opinion as though
made on the date hereof, and that each of such parties has
complied with, performed or satisfied such representations,
warranties, covenants, and agreements on their part required to
be complied with, performed or satisfied on or before the date
hereof.
(d) In rendering this Opinion, we have relied without
investigation on the certificate of the Company.
Other than the addressee, who is hereby authorized
to rely on this Opinion, no one is entitled to rely on this
Opinion.
This Opinion is based on applicable law and our
understanding of factual matters at the date hereof, and we
disclaim any obligation to revise or supplement this Opinion
based upon any change in applicable law or any factual matter
that occurs or comes to our attention after the date hereof.
We hereby consent to the filing of this Opinion as
an exhibit to and to being named in the Registration Statement or
the related prospectus. In giving such consent, we do not admit
that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/S/ WATSON & MARSHALL L.C.
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation be reference in this
Registration Statement on Form S-8 of our report dated February
23, 1995, which appears on page 47 of the 1994 Annual Report to
Stockholders of Kansas City Southern Industries, Inc., which is
incorporated by reference in Kansas City Southern Industries,
Inc.'s Annual Report on Form 10-K for the year ended December 31,
1994.
/s/ Price Waterhouse LLP
Kansas City, Missouri
November 20, 1995
Exhibit 99
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
November 15, 1995
1. Purpose
The purpose of this Employee Stock Purchase Plan is
to encourage and enable Eligible Employees of KCSI and certain of
its Subsidiaries and Affiliates to acquire proprietary interests
in KCSI through the ownership of Common Stock in order to
establish a closer identification of their interests with those
of KCSI by providing them with a more direct means of
participating in its growth and earnings which, in turn, will
provide motivation for participating Employees to remain in the
employ of and to give greater effort on behalf of the KCSI Group.
2. Definitions
The following words or terms, when used herein,
shall have the following respective meanings:
(a) "Plan" or "The Plan" shall mean and refer to
this Kansas City Southern
Industries, Inc. Employee Stock Purchase Plan.
(b) "KCSI Group" shall mean and refer to KCSI,
Inc., and its Subsidiaries and Affiliates collectively.
(c) "KCSI" shall mean and refer to Kansas City
Southern Industries, Inc.
(d) "Shares," "Stock" or "Common Stock" shall mean
and refer to shares of $0.01 par value Common Stock of KCSI,
which it is authorized by its Certificate of Incorporation to
issue.
(e) "Committee" or "The Committee" shall mean and
refer to the Committee appointed by the Board of Directors of
KCSI, to administer this Plan.
(f) "Eligible Employee" or "Employee" shall mean
and refer to a person regularly employed by KCSI or those of its
Subsidiary or Affiliated Entities designated by the KCSI Board of
Directors on such date as shall be designated by the Committee
for any offering of Stock made pursuant to this Plan; provided,
however, persons whose customary employment is for only 20 hours
or less per week or for not more than five months in any calendar
year shall not be an "Employee" or an "Eligible Employee" as
those terms are used herein.
(g) "Purchase Period" shall mean and refer to the
number of calendar months during which installment payments for
Stock purchased under the Plan shall be made.
(h) "Option" or "Options" shall mean and refer to
the right or rights granted to Eligible Employees to purchase
KCSI's Common Stock under an offering made under this Plan
pursuant to their elections to purchase.
(i) "Subscription Period" shall mean and refer to
that period of time prescribed in any offer of Stock under this
Plan beginning on the first day Employees may elect to purchase
Shares and ending on the last day such elections to purchase are
authorized to be received and accepted.
(j) "Average Market Price" shall mean and refer to
the mean of the high and low prices for KCSI Shares traded on the
New York Stock Exchange.
(k) "Annual Pay" shall mean and refer to annual
base rate of pay as determined from the payroll records on such
date as shall be designated by the Committee for any offer of
Stock made pursuant to this Plan.
(l) "Maximum Purchase Price" shall mean 85% of the
Average Market Price on the Date of Grant designated by the Board
of Directors under an offering made under this Plan, or if no
Shares were traded on that day, on the last day prior thereto on
which Shares were traded.
(m) "Outstanding Election" shall mean an election
to purchase Stock in an offering under the Plan, or that part of
such an election, which has not been cancelled (including
voluntary cancellation by the Employee and deemed cancellations
under Paragraphs 14 and 15) prior to the close of business on the
last business day of the Purchase Period.
(n) "Subsidiary," "Affiliate" or "Affiliated
Entity" shall mean any corporation (other than the employer
corporation) in an unbroken chain of corporations beginning with
the employer corporation if, at the time of the granting of the
Option, each of the corporations other than the last corporation
in the unbroken chain owns Stock possessing 50% or more of the
total combined voting power of all classes of Stock in one of the
other corporations in such chain.
(o) "Active Service" shall mean and refer to the
state of being paid for services performed or paid while absent
for sickness, vacation, holidays or paid leave of absence, but
shall not include termination or severance payments.
(p) "Date of Grant" shall mean the date designated
by the Board of Directors as the date Options are granted to
Eligible Employees pursuant to an offering made under this Plan.
3. Shares Reserved for Plan
A total of 4,068,805 Shares of KCSI's authorized
and unissued $0.01 par value Common Stock are reserved for this
Plan. The Shares so reserved may be issued and sold pursuant to
one or more offerings under the Plan. With respect to any such
offering, the Board of Directors will specify the number of
Shares to be made available, the length of the Subscription
Period, the length of the Purchase Period, the Date of Grant and
such other terms and conditions not inconsistent with the Plan as
may be necessary or appropriate.
In the event of a subdivision or combination of
KCSI's Shares, the maximum number of Shares which may thereafter
be issued and sold under the Plan and the number of Shares under
elections to purchase at the time of such subdivision or
combination will be proportionately increased or decreased, the
terms relating to the price at which Shares under elections to
purchase will be sold will be appropriately adjusted, and such
other action will be taken as in the opinion of the Board of
Directors is appropriate under the circumstances. In the case of
reclassification or other changes in KCSI's Shares, the Board of
Directors will make appropriate adjustments.
4. Administration of the Plan
This Plan shall be administered by a Committee
appointed by the Board of Directors, consisting of not less than
three members of the Board who are not eligible to participate in
this Plan and one of whom shall be designated as Chairman of the
Committee. The Committee is vested with full authority to make,
administer and interpret such equitable rules and regulations
regarding this Plan or to make amendments to the Plan itself as
it may deem advisable. Its determinations as to the
interpretation and operation of this Plan shall be final and
conclusive.
The Committee may act by a majority vote at a
regular or special meeting of the Committee or by decision
reduced to writing and signed by a majority of the Committee
without holding a formal meeting.
Vacancies in the membership of the Committee
arising from death, resignation or other inability to serve shall
be filled by appointment by the Board of Directors.
5. Participation in the Plan
Options to purchase Shares will be granted to
Eligible Employees as defined above; provided, however, the Board
of Directors may determine, as to any offering of Common Stock
made under this Plan, that the offer will not be extended to
highly compensated Employees within the meaning of section 414(q)
of the Internal Revenue Code of 1986, as amended.
6. Employee's Election to Purchase - Grant of Options
In order to participate in an offering under the
Plan, an Eligible Employee must elect to purchase Shares by
signing a form provided by KCSI showing the number of Shares the
Employee elects to purchase and delivering it before the end of
the Subscription Period for the offering to the chief accounting
officer of the KCSI Group entity by whom he is employed or other
officer designated in the offer to receive and accept such
elections. Notice that an election to purchase Shares has become
effective, that the Employee has been granted an Option to
purchase Shares and showing the number of Shares which the
Employee has elected to purchase under the Option (subject to
adjustment pursuant to Paragraph 7) shall be delivered to each
participating Employee.
7. Number of Shares Which May Be Purchased
In each offering under the Plan, each Eligible
Employee may elect to purchase and shall be granted an Option to
purchase up to a maximum number of Shares, the total purchase
price of which does not exceed such percentage of such Employee's
Annual Pay as specified by the Committee for the Stock offering;
provided, however, that no such Employee shall be granted an
Option to purchase less than 10 Shares in any offering under this
Plan; provided, further, that no Employee shall be granted an
Option to purchase Shares under this Plan if such Employee,
immediately after such Option is granted, owns or holds Options
to purchase Stock possessing 5% or more of the total combined
voting power or value of all classes of Stock of KCSI or of any
of its Subsidiaries; provided, further, no Employee may be
granted an Option to purchase Stock which permits his rights to
purchase Stock under all such Plans of KCSI and any of its
Subsidiaries to accrue at a rate which exceeds $25,000 of fair
market value of such Stock (determined at the time such Option is
granted) for each calendar year in which such Option is
outstanding at any time. Any Employee may elect to purchase less
than the maximum number of Shares which he is entitled to elect
to purchase.
The number of Shares which an Eligible Employee
elects to purchase in an offering under the Plan may be reduced
in the event the offering is over-subscribed. No Option granted
to an Eligible Employee in an offering under the Plan shall
permit such Employee to purchase Shares which, if added together
with the total number of Shares purchased by all other Employees
in such offering, would exceed the total number of Shares
authorized for sale in such offering. As of the close of
business on the last business day of the Purchase Period in an
offering, the number of Shares which all Eligible Employees have
elected to purchase under Outstanding Elections shall be counted.
If the total number of Shares which all Eligible Employees have
elected to purchase under Outstanding Elections in the offering
exceeds the number of Shares authorized to be sold in the
offering, the number of Shares for which each such Outstanding
Election is effective shall be reduced on a pro rata basis, and
the total number of Shares which may be purchased pursuant to all
such Outstanding Elections shall not exceed the total number of
Shares authorized for sale in such offering.
All Shares authorized to be sold in any offering
under this Plan in excess of the total number of Shares purchased
by Eligible Employees in any such offering shall continue to be
reserved for this Plan and shall be available for inclusion in
any subsequent offering under this Plan.
8. Purchase Price
The purchase price per Share (except in case of a
deemed cancellation of election to purchase) will be 85% of the
Average Market Price on the last business day of the month in
which the Purchase Period ends or, if no Shares were traded on
that day, on the last day prior thereto on which Shares were
traded; provided the purchase price per Share will not be more
than the Maximum Purchase Price; provided, further, the purchase
price will in no event be less than the par value of the Shares.
9. Method of Payment
Payment for Shares purchased pursuant to the Plan
shall be made in installments, with no right of prepayment. Each
Employee electing to purchase Shares shall authorize the
withholding from his regular pay for each month during the
Purchase Period the sums which will produce at the end of the
Purchase Period an amount sufficient to accumulate the Maximum
Purchase Price per Share multiplied by the number of Shares the
Employee elected to purchase on the election form submitted by
the Employee in accordance with Paragraph 6 of this Plan. Such
deductions shall be in uniform monthly amounts in conformity with
his employer's payroll deduction schedule. In no event shall an
Employee be permitted to complete payment for or receive any
Shares after 27 months from the Date of Grant of the Option to
him pursuant to Paragraph 6.
10. Interest on Payments
No interest shall be paid on sums withheld from an
Employee's pay for purchase of Shares under this Plan.
11. Rights as Stockholder
An Employee will become a stockholder with respect
to Shares which are purchased pursuant to Options granted under
the Plan when such Shares are transferred into the Employee's
name on the books and records of the Company. Ownership of
Shares purchased under the Plan will be entered on the books and
records of the Company as soon as practicable after payment for
the Shares has been received in full by the Company. A
certificate for Shares purchased under the Plan will be issued as
soon as practicable after an Employee becomes a stockholder. An
Employee will have no rights as a stockholder with respect to
Shares for which an election to purchase has been made under the
Plan until such Employee becomes a stockholder as provided above.
12. Rights to Purchase Shares Not Transferable
An Employee's rights under his election to purchase
Shares under this Plan may not be sold, pledged, assigned, or
transferred in any manner, provided, that if an Employee's
election to purchase is deemed to be cancelled due to his death,
the Employee's estate or the person acquiring the Employee's
rights under the Plan by bequest, inheritance, intestacy or by
written designation filed by the Employee with the Company before
death may exercise the deceased Employee's rights under the Plan
for 12 months after such Employee's death, provided, that in no
event may the Employee's estate or such person exercise an Option
under the Plan more than 27 months after the Date of Grant. If
an Employee's rights are sold, pledged, assigned, or transferred
in violation of this paragraph, the right to purchase Shares of
the Employee guilty of such violation shall terminate and the
only right remaining under such Employee's election to purchase
will be to have paid over to the person entitled thereto the
amount then credited to the Employee's account.
13. Cancellation of Election to Purchase
An Employee who has elected to purchase Shares may
cancel his election as to any or all of such Shares by written
notice of cancellation delivered to the chief accounting officer
of the KCSI Group entity by whom he is employed or other officer
designated to accept such notice of cancellation, but such notice
of cancellation must be so delivered before the close of business
on the last business day of the Purchase Period. If an Employee
cancels his election as to only a part of the Shares, he shall
continue to make the required installment payment with respect to
the number of Shares for which his election is not cancelled.
With respect to the Shares for which he cancels his election, the
Employee shall receive in cash, as soon as practicable after
delivery of the notice of cancellation, the amount credited to
his account with respect to such Shares.
14. Deemed Cancellations
(a) Events Constituting a Deemed Cancellation
(i) Leave of Absence, Lay-Off or Temporarily Out of Active
Service
An Employee purchasing Stock under the Plan who is
granted a leave of absence, is laid off, or otherwise temporarily
out of Active Service during the Purchase Period may elect during
such absence, for a period of no longer than 90 days and not
beyond the last day of the Purchase Period, to make his
installment payments in cash if payroll deductions are not
sufficient to cover the deduction.
If an Employee does not return to Active Service
upon the expiration of his leave of absence or lay-off or, in any
event, within 90 days from the date of his leaving Active
Service, (unless the right to reemployment with the corporation
is guaranteed either by statute or contract) his election to
purchase shall be deemed to have been cancelled on the 91st day
after such Employee's leaving Active Service.
(ii) Effect of Failure to Make Payments When Due
If in any payroll period, for any reason not set
forth in Paragraph 14(a)(i), an Employee has no pay or his pay is
insufficient (after other authorized deductions) to permit
deduction of his installment payment, such payment may be made in
cash at the time. In the event of insufficient pay, notification
requesting payment will be sent to the participant at his last
known address.
Subject to the above and other provisions of this
Plan permitting postponement, if an Employee fails to make any
payment, his election to purchase shall be deemed to have been
cancelled at the time such payment was due.
(iii) Termination of Employment
If, before an Employee has completed payment for
Shares under the Plan, he resigns, is dismissed or transferred to
a company other than KCSI or a Subsidiary of KCSI, or if the
entity by which he is employed should cease to be a Subsidiary of
KCSI, his election to purchase shall be deemed to have been
cancelled at that time.
(b) Terms and Conditions of a Deemed Cancellation
In the event that an Employee's election to
purchase Shares is deemed to be cancelled due to a leave of
absence, failure to make a payment when due or termination of
employment, each as defined above, the Company will notify the
Employee of such deemed cancellation by mailing notice to him at
his last known address. Once an Employee's election to purchase
Shares is deemed to be cancelled the Employee may elect to (1)
receive cash in the amount credited to his account at the time
the deemed cancellation becomes effective, or (2) apply this
amount to the purchase of as many Shares as the amount will
purchase and receive the balance of the account, if any, in cash.
Such an election to purchase Shares must be made within three
months after notification by the Company of the deemed
cancellation, but not later than the last business day of the
Purchase Period nor more than three months after the effective
date of the deemed cancellation. Unless an election to obtain
Shares is made within the allowable time periods described
above, such Employee's only right will be to receive in cash the
total amount credited to his account.
A deemed cancellation of an election to purchase
Stock will become effective at the close of business on the day
the event causing the deemed cancellation occurs, but in no event
later than the last business day of the Purchase Period. In the
event an Employee elects to purchase Shares within the allowable
time periods described above, the purchase price per share shall
be the lesser of (1) 85% of the Average Market Price on the last
business day of the month in which the deemed cancellation is
effective, or (2) the Maximum Purchase Price, provided, that in
no event will the purchase price be less than the par value of
the Shares.
15. Death of a Participant
If an Employee dies before he has completed payment
for Shares under the Plan, his election to purchase Shares shall
be deemed to have been cancelled on the date of death. In this
event the Company will notify the Employee's estate or designated
beneficiary(ies) of such deemed cancellation by mailing notice to
the last known address. Once an Employee's election to purchase
Shares is deemed to be cancelled, the estate or designated
beneficiary(ies) may elect to (1) receive cash in the amount
credited to his account at the time the deemed cancellation
becomes effective, or (2) apply this amount to the purchase of as
many Shares as the amount will purchase and receive the balance
of the account, if any, in cash. Such election must be made by
the Employee's estate or the designated beneficiary(ies) within
12 months after the Employee's death, provided, that in no event
may the Employee's estate or such person make the election more
than 27 months after the Date of Grant. Unless an election to
obtain Shares is made within the allowable time periods described
above, the only right will be to receive in cash the total amount
credited to the account.
A deemed cancellation of an election to purchase
Stock will become effective at the close of business on the day
the event causing the deemed cancellation occurs, but in no
event later than the last business day of the Purchase Period.
In the event an Employee's estate, or the designated
beneficiary(ies), elects to purchase Shares within the allowable
time periods described above, the purchase price per share shall
be the lesser of (1) 85% of the Average Market Price on the last
business day of the month in which the deemed cancellation is
effective or (2) the Maximum Purchase Price, provided, that in no
event will the purchase price be less than the par value of the
Shares.
16. Application of Funds
All funds received by KCSI in payment for Shares
purchased under this Plan and held by KCSI at any time may be
used for any valid corporate purpose.
17. Commencement of Plan
This Plan shall commence on the first day of
January, 1977.
18. Government Approvals or Consents
This Plan and any offering and sales to Employees
under it are subject to any governmental approvals or consents
that may be or become applicable in connection therewith. The
Board of Directors of KCSI may make such changes in the Plan and
include such terms in any offering under this Plan as may be
necessary or desirable, in the opinion of counsel for KCSI to
comply with the rules or regulations of any governmental
authority, or to be eligible for tax benefits under the United
States Internal Revenue Code of 1986, as amended, or the laws of
any state.
