UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 of Incorporation) (I.R.S. Employer
Identification No.)
114 West 11th Street
Kansas City, Missouri 64105-1804
(Address of Principal Executive Offices) (Zip Code)
KANSAS CITY SOUTHERN INDUSTRIES, INC.
1991 AMENDED AND RESTATED STOCK OPTION
AND PERFORMANCE AWARD PLAN
(Full Title of the Plan)
Joseph D. Monello
Vice President and
Chief Financial Officer
114 West 11th Street
Kansas City, Missouri 64105-1804
(816) 983-1303
(Name, Address, and Telephone Number of Agent for Service)
Proposed
Maximum Proposed
Title of Amount to offering maximum Amount of
Securities be price per aggregate registration
to be registered registered share(1) offering price fee
---------------- ----------- ---------- -------------- ---------
Common Stock, 1 share(2)(3) $55.00 $55.00 N/A (4)
par value $.01;
related
preferred stock
purchase rights
(1) Calculated pursuant to Rules 457(c) and 457(h)(1) under the Securities
Act of 1933 ("Securities Act") based upon the average of the high and
low prices for the Company's Common Stock, par value $.01 ("Common
Stock"), on the New York Stock Exchange as of November 26, 1999.
(2) To be issued only as a treasury share.
(3) As described below under "Explanatory Statement," and in reliance on
Questions 89 and 90 of Section G of the Manual of Publicly Available
Telephone Interpretations (January 1997) of the Division of Corporation
Finance, this Registration Statement also relates to shares of Common
Stock previously registered on Form S-8 in connection with predecessor
plans.
(4) Less than $1.00.
<PAGE>
EXPLANATORY STATEMENT
Shares of the Common Stock of Kansas City Southern Industries, Inc.
(the "Company") have been previously registered on the following
Registration Statements on Form S-8 for sale in connection with the
Company's stock option plans listed below:
SEC Filing Pre-split Post-split Filing
Plan File No. Date(s) shares shares (1) Fee Paid
---- -------- ------- --------- ----------- --------
1983 Stock Option 2/28/86;
Plan ("1983 Plan") 033-3783 3/19/86 732,461 8,789,532 $7,244.72
1987 Stock Option
Plan ("1987 Plan") 033-27693 3/20/89 1,400,000 16,800,000 $11,799.00
1993 Directors'
Stock Option Plan
("Directors' Plan") 333-69060 9/21/93 120,000 360,000 $ 1,455.00
---------- ----------
25,949,531 20,498.72
=========== =========
- ------------------------
(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).
In addition, the Company has previously registered an aggregate of
22,200,000 shares of Common Stock for sale pursuant to its 1991 Amended and
Restated Stock Option and Performance Award Plan ("1991 Plan") as follows:
Filing Pre-split Post-split
SEC File No. Date(s) shares shares (1)
------------ ------- --------- ----------
033-59388 3/11/93 2,000,000 12,000,000
333-69060 10/5/93 3,400,000 10,200,000
----------
22,200,000
==========
- -----------------------
(1) As adjusted to reflect the Company's stock splits effective March 17,
1993 (2-for-1) and September 17, 1997 (3-for-1).
The Company amended and restated the 1991 Plan in 1998 and 1999 to,
among other things, combine into one plan the 1983 Plan, the 1987 Plan and
the Directors' Plan (the "Former Plans") and replace the original 1991 Plan.
Of the shares of Common Stock which have been registered in connection with
the Former Plans, an aggregate of 602,518 shares have not been sold to date.
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 Commission's Division of Corporation Finance, such unsold shares and
the associated filing fees paid are carried forward to, and deemed covered
by, this Registration Statement.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the SEC under the Securities Act, this
Registration Statement omits the information specified in Part I of Form S-
8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by the Company with the
SEC (SEC File No. 1-04717) are incorporated in and made a part of this
Registration Statement by reference, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998 dated March 22, 1999 (the "Annual Report");
(b) All other reports and any amendments thereto filed by the Company
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") since December 31, 1998;
(c) The description of the Company's Common Stock, par value $0.01
per share (the "Common Stock"), and the associated Preferred Stock Purchase
Rights in Item 1 of the Company's Form 8-A filed on May 19, 1986, as amended
by the Company's Form 8-A/A (Amendment No. 1) filed on November 6, 1995; and
(d) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this registration statement which indicates
that all securities registered hereunder have been sold or which deregisters
all of the securities offered then remaining unsold.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement herein (or in any other subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
The financial statements incorporated in this Registration Statement
by reference to the Annual Report on Form 10-K of the Company for the year
ended December 31, 1998 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL"),
provides, generally, that a corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of any
such threatened, pending or completed action or suit by or in the right of
the corporation if such person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the corporation, and provided further that (unless a court of competent
jurisdiction otherwise provides) such person shall not have been adjudged
liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the stockholders,
disinterested directors, committee of such directors or by independent legal
counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
The By-laws of the Company provide that directors and officers shall
be indemnified as described above in this paragraph to the fullest extent
permitted by the DGCL. The foregoing right of indemnification shall in no
way be exclusive of any other rights of indemnification to which any such
director, officer, employee or agent may be entitled, under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Reference is made to Section 1 of Article IX of the Company's By-laws filed
as Exhibit 3.6 hereto.
To the fullest extent permitted by the DGCL and any amendments
thereto, Section 102(b)(7) of the DGCL provides, generally, that the
certificate of incorporation may contain a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided
that such provision may not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. No such provision may eliminate or
limit the liability of a director for any act or omission occurring before
the date when such provision becomes effective. As permitted by the DGCL,
the Company's Certificate of Incorporation provides that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits are listed in the Exhibit Index of this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
RULE 415 OFFERING
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company with
the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REGISTRANT.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the annual report of the
Company pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
FILING OF REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
<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 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 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
- ----------- ----------------------
3.1 Exhibit 4 to Company's Registration Statement on Form S-8
originally filed September 19, 1986, Certificate of
Incorporation as amended through May 14, 1985*
3.2 Exhibit 4.1 to Company's Current Report on Form 8-K dated
October 1, 1993, Certificate of Designation dated September 29,
1993 Establishing Series B Convertible Preferred Stock, par
value $1.00**
3.3 Exhibit 3.1 to Company's Form 10-K for the fiscal year ended
December 31, 1994, Amendment to Company's Certificate of
Incorporation to set par value for common stock and increase the
number of authorized common shares dated May 6, 1994**
3.4 Exhibit 3.4 to Company's Form 10-K for the fiscal year ended
December 31, 1996, Amended Certificate of Designation
Establishing the New Series A Preferred Stock, par value $1.00,
dated November 7, 1995**
3.5 Exhibit 3.5 to Company's Form 10-K for the fiscal year ended
December 31, 1996, The Certificate of Amendment dated May 12,
1987 of the Company's Certificate of Incorporation adding the
Sixteenth paragraph**
3.6 Exhibit 3.6 to Company's Form 10-K for the fiscal year ended
December 31, 1998, By-Laws, as amended and restated September
17, 1998**
23 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
* Incorporated by reference. SEC File No. 33-8880.
** Incorporated by reference. SEC File No. 1-04717.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 4, 1999 relating to the
financial statements of Kansas City Southern Industries, Inc., which appears
in Kansas City Southern Industries, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1998. We also consent to the reference to us in
the last paragraph of Part II, Item 3 in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
November 29, 1999
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
