SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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. 8 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,
February 11, 1994 and February 13, 1995, previously filed by UMB
Bank, N.A. (formerly United Missouri Bank, n.a.) ("UMB") and
Amendment No. 4 to Schedule 13G dated February 7, 1992, as
amended February 11, 1993, February 11, 1994 and February 13,
1995, previously filed by UMB's parent, UMB Financial Corporation
(formerly United Missouri Bancshares, Inc.) and Amendment No. 4
to Schedule 13G dated February 7, 1992, as amended February 11,
1993, February 11, 1994 and February 13, 1995, 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
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 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 UMB With:
5. Sole Voting Power: 8,500.
6. Shared Voting Power: 3,768,758. UMB disclaims beneficial
ownership of the 3,759,098 shares held as co-trustee of
the Kansas City Southern Industries, Inc. Employee Stock
Ownership Plan (the "KCSI ESOP") that have been allocated to
the accounts of participants.
7. Sole Dispositive Power: 8,500.
8. Shared Dispositive Power: 3,768,758. Beneficial ownership
is disclaimed as to the 3,759,098 shares held as co-trustee
of the KCSI ESOP that have been allocated to the accounts of
participants.
9. Aggregate Amount Beneficially Owned by UMB: 3,777,258.
Beneficial ownership is disclaimed as to the 3,759,098
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] Such amount excludes 1,301,857 shares
of the Issuer's Common Stock 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: 9.7%
12. Type of Reporting Person: BK
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CUSIP NO. 485 1701 04 SCHEDULE 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 UMBFC 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 UMBFC: -0-
10. Check Box if the Aggregate Amount in Row (9) excludes
Certain Shares: [X] Such amount excludes 5,079,115 shares
of the Issuer's Common Stock are held by UMB 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
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 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 the KCSI ESOP With:
5. Sole Voting Power: -0-
6. Shared Voting Power: 3,759,098. Beneficial ownership is
disclaimed as to all of these shares, which are held on
behalf of the KCSI ESOP and have been allocated to the
accounts of participants.
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 3,759,098. Beneficial ownership
is disclaimed as to all of these shares, which are held on
behalf of the KCSI ESOP and have been allocated to the
accounts of participants.
9. Aggregate Amount Beneficially Owned by KCSI ESOP 3,759,098.
Beneficial ownership is disclaimed as to all of these
shares, which are held on behalf of the KCSI ESOP and 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: 9.6%
12. Type of Reporting Person: EP
<PAGE>
CUSIP NO. 485 1701 04 Page 5 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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, and 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
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 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) (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 may have
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
schedule solely as a result of such stock ownership.
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 Issuer's
Common Stock held by the KCSI ESOP. The KCSI ESOP participants
exercise voting and
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 7 of 12 Pages
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. Certain shares of Issuer's Common Stock held by the KCSI
ESOP are allocated to the accounts of the participants in the
plan, and beneficial ownership is disclaimed as to those shares.
Any 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: 3,759,098. Beneficial
ownership is disclaimed as to all of these shares,
which are allocated to the accounts of participants
under the KCSI ESOP.
(b) Percent of Class: 9.6%
(c) Number of shares as to which the KCSI ESOP has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
3,759,098. Beneficial ownership is
disclaimed as to all of these shares, which
are 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: 3,759,098. Beneficial
ownership is disclaimed as to all of these
shares, which are allocated to the accounts
of participants under the KCSI ESOP.
UMB may be deemed to beneficially own certain shares of
Issuer's Common Stock including the shares of Common Stock held
by the KCSI ESOP and shares of Common Stock held in other
capacities. As co-trustee, UMB may be deemed to have shared
voting and dispositive power over the shares of Common Stock held
by the KCSI ESOP, although UMB disclaims beneficial ownership
over such shares that are allocated to the KCSI ESOP
participant's accounts. With respect to the shares of Common
Stock held in other capacities, UMB may also be deemed to have
either sole or shared voting power over certain of such shares
and/or either sole or shared dispositive power over certain of
such shares. UMB disclaims beneficial ownership over and has not
included in this Schedule 13G any and all shares of the Issuer's
Common Stock held in custodial and other capacities over which
UMB has no voting or dispositive power
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 8 of 12 Pages
(either by itself or with others) or held by Mercantile Bank of
Kansas City ("MBKC") and its affiliates other than the shares of
the Issuer's Common Stock held by the KCSI ESOP (of which MBKC is
a co-trustee only for voting purposes).
Therefore, UMB may be deemed to beneficially own shares of
the Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 5,079,115. Beneficial
ownership is disclaimed as to 3,759,098 shares, which
are allocated to the accounts of participants under the
KCSI ESOP. Such amount excludes 1,301,857 shares of
Issuer's Common Stock held in custody accounts by UMB
for which UMB has no voting or dispositive power.
(b) Percent of Class: 9.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
8,500.
(ii) shared power to vote or to direct the vote:
3,768,758. Beneficial ownership is
disclaimed as to 3,759,758 shares, which are
allocated to the accounts of participants
under the KCSI ESOP.
(iii) sole power to dispose or to direct the
disposition of: 8,500.
(iv) shared power to dispose or to direct the
disposition of: 3,768,758. Beneficial
ownership is disclaimed as to 3,759,758
shares, which are 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 held by UMB.
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 9 of 12 Pages
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 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 in accordance with the
terms of the KCSI ESOP.
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 SCHEDULE 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, 1996 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1996 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
Kansas City Southern Industries,
Inc. Employee Stock Ownership Plan
and Trust
By: UMB Bank, N.A.,
Trustee
Dated: February 13, 1996 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 11 of 12 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 12 of 12 Pages
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, 1996.
UMB BANK, N.A.
Dated: February 13, 1996 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1996 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
Kansas City Southern Industries,
Inc. Employee Stock Ownership Plan
and Trust
By: UMB Bank, N.A.,
Trustee
Dated: February 13, 1996 By /s/David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
