File No.033-3783
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8/A
Post-Effective Amendment No. 1
to
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 of Incorporation) (I.R.S. Employer
Identification No.)
114 West 11th Street
Kansas City, Missouri 64105-1804
(Address of Principal Executive Offices)
KANSAS CITY SOUTHERN INDUSTRIES, INC.
1983 STOCK OPTION PLAN
(Full Title of the Plan)
Joseph D. Monello
Vice President and
Chief Financial Officer
114 West 11th Street
Kansas City, Missouri 64105
(816) 983-1303
(Name, Address, and Telephone Number of Agent for Service)
<PAGE>
EXPLANATORY STATEMENT
This Post-Effective Amendment is being filed for the sole purpose of
de-registering certain shares of common stock, par value $.01 (the "Common
Stock"), of Kansas City Southern Industries, Inc. (the "Company") that have
been registered on this Registration Statement for sale in connection with
the Company's 1983 Stock Option Plan:
Shares Previously Registered
----------------------------
Filing Dates Pre-split Post-split(1) Filing Fee Paid
------------ --------- ------------ ---------------
2/28/86;
3/19/86 732,461 8,789,532 $7,244.72
- ------------------
(1) As adjusted to reflect the Company's stock splits effective March 17,
1992 (2-for-1), March 17, 1993 (2-for-1) and September 17, 1997 (3-for-
1).
Pursuant to Instruction E to Form S-8 and Questions 89 and 90 of Section G
of the Manual of Publicly Available Telephone Interpretations (January 1997)
of the Division of Corporation Finance of the Securities and Exchange
Commission (the "SEC"), the unsold portion of such shares (approximately
42,000 shares) and the associated filing fee paid are being carried forward
to, and deemed covered by, a new Registration Statement on Form S-8 that has
been or will be filed with the SEC on or about the date of filing of this
Post-Effective Amendment to register shares of Common Stock for sale
pursuant to the Company's Amended and Restated 1991 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The exhibits are listed in the Exhibit Index of this Post-Effective
Amendment to Registration Statement, which Exhibit Index is incorporated
herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 Post-Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Kansas City, Missouri.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By: /s/ Richard P. Bruening
-----------------------------------
Vice President, General Counsel
and Corporate Secretary
Date: December 1, 1999
<PAGE>
Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ L.H. Rowland* Chairman, President, December 1, 1999
- ------------------ Chief Executive Officer
and Director
/s/ M.R. Haverty* Executive Vice President December 1, 1999
- ------------------ and Director
/s/ J.D. Monello* Vice President and Chief December 1, 1999
- ------------------ Financial Officer (Principal
Financial Officer)
/s/ L.G. Van Horn* Vice President and December 1, 1999
- ------------------ Comptroller (Principal
Accounting Officer)
/s/ A.E. Allinson* Director December 1, 1999
- ------------------
/s/ P.F. Balser* Director December 1, 1999
- ------------------
/s/ J.E. Barnes* Director December 1, 1999
- ------------------
/s/ M.G. Fitt* Director December 1, 1999
- ------------------
/s/ J.R. Jones* Director December 1, 1999
- ------------------
Director December 1, 1999
- ------------------
J.F. Serrano
/s/ M.I. Sosland* Director December 1, 1999
- ------------------
*By: /s/ Richard P. Bruening
---------------------------------
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ----------- ----------------------
24 Powers of Attorney
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in
any and all capacities, to sign any one or more of the following
Registration Statements on Form S-8 of Kansas City Southern Industries, Inc.
("KCSI") under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and
restated in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's
1983 Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ L.H. Rowland
-------------------------
Name: L.H. Rowland
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ M.R. Haverty
-----------------------
Name: M.R. Haverty
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ J.D. Monello
-----------------------
Name: J.D. Monello
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ L.G. Van Horn
--------------------------
Name: L.G. Van Horn
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ A.E. Allinson
----------------------
Name: A.E. Allinson
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ P.F. Balser
-------------------------
Name: P.F. Balser
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ J.E. Barnes
---------------------
Name: J.E. Barnes
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ M.G. Fitt
---------------------
Name: M.G. Fitt
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any one or more of the following Registration
Statements on Form S-8 of Kansas City Southern Industries, Inc. ("KCSI")
under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and restated
in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's 1983
Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ J.R. Jones
----------------------
Name: J.R. Jones
Date: December 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Richard P. Bruening, Danny R.
Carpenter and Louis G. Van Horn, and each of them, as his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him in his name, place and stead, in
any and all capacities, to sign any one or more of the following
Registration Statements on Form S-8 of Kansas City Southern Industries, Inc.
("KCSI") under the Securities Act of 1933:
(1) a registration statement to be filed to register additional shares of
the common stock of KCSI to be sold pursuant to KCSI's 1991 Amended and
Restated Stock Option and Performance Award Plan as amended and
restated in July 1998;
(2) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
333-69060) relating to shares registered for sale pursuant to KCSI's
1993 Directors' Stock Option Plan;
(3) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-27693) relating to shares registered for sale pursuant to KCSI's
1987 Stock Option Plan; and
(4) Post-Effective Amendment No.1 to Registration Statement (SEC File No.
033-3783) relating to shares registered for sale pursuant to KCSI's
1983 Stock Option Plan,
together with any and all amendments thereto and any and all documents in
connection therewith, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Signature: /s/ M.I. Sosland
----------------------
Name: M.I. Sosland
Date: December 1, 1999
