SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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 is 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. 9 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,
February 13, 1995, and February 13, 1996, previously filed by UMB Bank,
n.a. (formerly United Missouri Bank, n.a.) ("UMB") and Amendment No.
5 to Schedule 13G dated February 7, 1992, as amended February 11, 1993,
February 11, 1994, February 13, 1995, and February 13, 1996, previously
filed by UMB's parent, UMB Financial Corporation (formerly United
Missouri Bancshares, Inc.) and Amendment No. 5 to Schedule 13G dated
February 7, 1992, as amended February 11, 1993, February 11, 1994,
February 13, 1995, and February 13, 1996, 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 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: 1,500. UMB disclaims beneficial ownership
of these shares.
6. Shared Voting Power: 1,100. UMB disclaims beneficial ownership
of these shares.
7. Sole Dispositive Power: 1,500. UMB disclaims beneficial ownership
of these shares.
8. Shared Dispositive Power: 3,193,272. UMB disclaims beneficial
ownership of these shares which include 3,192,172 shares held as
trustee of the Kansas City Southern Industries, Inc. Employee Stock
Ownership Plan (the "KCSI ESOP") that have been allocated to the
accounts of participants.
9. Aggregate Amount Beneficially Owned by UMB: 3,194,772.
UMB disclaims beneficial ownership of these shares, which include
3,192,172 shares held as 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 140,446 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: 8.8%
12. Type of Reporting Person: BK<PAGE>
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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 3,335,218 shares of the Issuer's
Common Stock 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
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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 KCSI ESOP With:
5. Sole Voting Power: -0-
6. Shared Voting Power: 3,192,172. 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: 3,192,172. 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: 3,192,172.
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: 8.8%
12. Type of Reporting Person: EP
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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. 9)
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").
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 6 of 12 Pages
Item 2(e) CUSIP Number: 485 1701 04
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 trustee of the KCSI ESOP, UMB may have certain
dispositive powers over such shares and is filing this schedule as a
result of having such powers. UMBFC owns 100 percent 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
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 7 of 12 Pages
trustee of the KCSI ESOP. The 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. To the extent that
participants in the KCSI ESOP do not give voting instructions to UMB,
as trustee of the KCSI ESOP, such shares of the Issuer's Common Stock
held by the KCSI ESOP are voted in the discretion of the KCSI ESOP
Administrative Committee. 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 Administrative
Committee of the KCSI ESOP in the same proportion as allocated shares.
The shares of the Issuer's Common Stock held by the KCSI ESOP are
disposed of at the direction of the participants, but if disposition
instructions are not given by the participants in the KCSI ESOP to UMB,
as trustee, then UMB, as trustee of the KCSI ESOP, is to make the
disposition decision.
Therefore, the KCSI ESOP may be deemed to beneficially own shares of
the Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 3,192,172. 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: 8.8%
(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: 3,192,172.
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:
3,192,172. Beneficial ownership is disclaimed as to all
of these
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 8 of 12 Pages
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 held by the KCSI ESOP and shares
of Common Stock held in other capacities. As trustee, UMB may be
deemed to have shared dispositive power over the shares of Common
Stock held by the KCSI ESOP, although UMB disclaims beneficial
ownership over such shares. 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. 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 (either by itself or
with others).
Therefore, UMB may be deemed to beneficially own shares of the
Issuer's Common Stock as follows.
(a) Amount Beneficially Owned: 3,194,772. Beneficial ownership is
disclaimed as to these shares, 3,192,172 of which are allocated to the
accounts of participants under the KCSI ESOP. Such amount
excludes 140,446 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: 8.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,500. UMB disclaims
beneficial ownership of these shares.
(ii) shared power to vote or to direct the vote: 1,100. UMB
disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of:
1,500. UMB disclaims beneficial ownership of these shares.
(iv) shared power to dispose or to direct the disposition of:
3,193,272. UMB disclaims beneficial ownership of these shares,
which include 3,192,172 allocated to the accounts of
participants under the KCSI ESOP.<PAGE>
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 9 of 12 Pages
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.
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 may
elect to receive cash from proceeds in 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.
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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, 1997 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1997 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, 1997 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 11 of 12 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
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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, 1997.
UMB Bank, n.a.
Dated: February 13, 1997 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: February 13, 1997 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, 1997 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
