SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
* This statement constitutes Amendment No. 11 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, February 13, 1996, February 13, 1997, and February 13, 1998, previously
filed by UMB Bank, n.a. (formerly United Missouri Bank, n.a.) ("UMB") and
Amendment No. 7 to Schedule 13G dated February 7, 1992, as amended February
11, 1993, February 11, 1994, February 13, 1995, February 13, 1996, February
13, 1997, and February 13, 1998, previously filed by UMB's parent, UMB
Financial Corporation (formerly United Missouri Bancshares, Inc.) and
Amendment No. 7 to Schedule 13G dated February 7, 1992, as amended February
11, 1993, February 11, 1994, February 13, 1995, February 13, 1996, February
13, 1997, and February 13, 1998, previously filed by The Employee Stock
Ownership Plan (the "KCSI ESOP"), for employees of Kansas City Southern
Industries, Inc., 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 13 Pages
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 2 of 13 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: 14,022. UMB disclaims beneficial ownership
of these shares.
6. Shared Voting Power: 28,200. UMB disclaims beneficial ownership
of these shares.
7. Sole Dispositive Power: 14,022. UMB disclaims beneficial ownership
of these shares.
8. Shared Dispositive Power: 7,547,015. UMB disclaims beneficial
ownership of these shares which include 7,518,815 shares held as
trustee of The Employee Stock Ownership Plan (the "KCSI ESOP"), for
employees of Kansas City Southern Industries, Inc.
9. Aggregate Amount Beneficially Owned by UMB: 7,561,037.
UMB disclaims beneficial ownership of these shares, which include
7,518,815 shares held as trustee of the KCSI ESOP.
10. Check Box if the Aggregate Amount in Row (9) excludes Certain
Shares: [x] Such amount excludes 347,656 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: 7.0%
12. Type of Reporting Person: BK
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 3 of 13 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 7,908,693 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 13 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person:
THE EMPLOYEE STOCK OWNERSHIP PLAN ("KCSI ESOP"), for employees
of Kansas City Southern Industries, Inc.
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: -0-
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 7,518,815. Beneficial ownership is
disclaimed as to all of these shares, which are held on behalf of the KCSI
ESOP.
9. Aggregate Amount Beneficially Owned by KCSI ESOP: 7,518,815.
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: 7.0%
12. Type of Reporting Person: EP
<PAGE>
CUSIP NO. 485 1701 04 Page 5 of 13 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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) The Employee Stock Ownership Plan ("KCSI ESOP"),
for employees of Kansas City Southern Industries, Inc.
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 Boulevard,
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 13 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)
or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered 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 of 1940
(e) [ ] An investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 or under the laws of any state
(f) [X] Employee Benefit Plan 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] A parent holding company or control person, in accordance
with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (UMBFC)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Section 240.13d-1(c), check
this box. [ ]
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 7 of 13 Pages
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
trustee of the KCSI ESOP. The KCSI ESOP participants exercise voting
and certain 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 or other purchase
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 same proportions as shares
for which the trustee has received instructions. 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 trustee of
the KCSI ESOP in the same proportion as allocated shares. The shares of the
Issuer's Common Stock held by the KCSI ESOP that are allocated to
participants' accounts are disposed of in response to a tender offer, exchange
offer, or other offer to purchase at the direction of the participants, but if
disposition instructions with respect to such an offer are not given by the
participants in the KCSI ESOP to UMB, as trustee, then UMB, as trustee of the
KCSI ESOP, will dispose of such shares and all unallocated shares in the same
proportion as shares for which the trustee has received instructions.
Therefore, the KCSI ESOP may be deemed to beneficially own shares of
the Issuer's Common Stock as follows:
(a) Amount Beneficially Owned: 7,518,815. Beneficial ownership is
disclaimed as to all shares which are allocated to the accounts of
participants under the KCSI ESOP.
(b) Percent of Class: 7.0%
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 8 of 13 Pages
(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: -0-
(iii) sole power to dispose or to direct the disposition of: -0-
(iv) shared power to dispose or to direct the disposition of:
7,518,815. Beneficial ownership is disclaimed as to all
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, but disclaims beneficial
ownership over 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: 7,561,037. Beneficial ownership is
disclaimed as to these shares, 7,518,815 of which are held on behalf of
the KCSI ESOP. Such amount excludes 347,656 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: 7.0%
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 9 of 13 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 14,022. UMB
disclaims beneficial ownership of these shares.
(ii) shared power to vote or to direct the vote: 28,200. UMB
disclaims beneficial ownership of these shares.
(iii) sole power to dispose or to direct the disposition of:
14,022. UMB disclaims beneficial ownership of these shares.
(iv) shared power to dispose or to direct the disposition of:
7,547,015. UMB disclaims beneficial ownership of these
shares, which include 7,518,815 shares held on behalf of
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.
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.
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 10 of 13 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.
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CUSIP NO. 485 1701 04 SCHEDULE 13G Page 11 of 13 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 and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose 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: April 27, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: April 27, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
The Employee Stock Ownership Plan,
for employees of Kansas City Southern
Industries, Inc.
By: UMB Bank, n.a., Trustee
Dated: April 27, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit Document Page No.
A. Joint Filing Agreement
<PAGE>
CUSIP NO. 485 1701 04 SCHEDULE 13G Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) 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 27th day of April, 1998.
UMB Bank, n.a.
Dated: April 27, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB Financial Corporation
Dated: April 27, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
The Employee Stock Ownership Plan, for
employees of Kansas City Southern
Industries, Inc.
By: UMB Bank, n.a., Trustee
Dated: April 27, 1998 By /s/ David D. Miller
_________________ ___________________
David D. Miller,
Executive Vice President
and Corporate Secretary
