SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended
December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from
____ to ____
Commission file number 1-4717
KANSAS CITY SOUTHERN INDUSTRIES, INC.
(Exact name of Company as specified in its charter)
Delaware 44-0663509
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
114 West 11th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code (816) 983-1303
Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange on
Title of each class which registered
Preferred Stock, Par Value
$25 Per Share, 4%, Noncumulative New York Stock Exchange
Common Stock, $.01 Per Share Par Value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the Company (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Company Stock. The Company's common stock is listed on the New York Stock
Exchange under the symbol "KSU." As of March 3, 1997, 36,032,136 shares of
common stock and 242,170 shares of voting preferred stock were outstanding.
On such date, the aggregate market value of the voting common and preferred
stock held by non-affiliates was $1,913,699,013 (amount computed based on
closing prices of preferred and common stock on New York Stock Exchange).
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following documents are incorporated herein by reference into
Part of the Form 10-K as indicated:
Document Part of Form 10-K into which incorporated
Company's Definitive Proxy Statement for the 1997 Part III
Annual Meeting of Stockholders, which will be filed
no later than 120 days after December 31, 1996
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Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
All information provided under Part IV Item 14, Exhibits, Financial Statement
Schedules and Reports on Form 8-K, except for the information within this Form
10-K/A as provided below, remains unchanged from the Form 10-K filed with the
Securities and Exchange Commission on March 20, 1997.
(a) List of Documents filed as part of this Report
(3) List of Exhibits
(a) Exhibits
The Company has incorporated by reference herein certain exhibits as specified
below pursuant to Rule 12b-32 under the Exchange Act.
(3) Articles of Incorporation and Bylaws
Articles of Incorporation
3.4 The Amended Certificate of Designation Establishing the New Series
A Preferred Stock, par value $1.00, dated November 7, 1995, is
attached to this Form 10-K/A as Exhibit 3.4
3.5 The Certificate of Amendment dated May 12, 1987 of the Company's
Certificate of Incorporation adding the Sixteenth paragraph, is
attached to this Form 10-K/A as Exhibit 3.5
Bylaws
3.6 The Company's By-Laws, as amended and restated May 1, 1996, are
attached to this Form 10-K/A as Exhibit 3.6
(4) Instruments Defining the Right of Security Holders, Including Indentures
4.2 Article I, Sections 1,3 and 11 of Article II, Article V and
Article VIII of Exhibit 3.6 hereto are incorporated by reference
as Exhibit 4.2
4.4 The Amended Certificate of Designation dated November 7, 1995
establishing the New Series A Preferred Stock, par value $1.00,
which is attached hereto as Exhibit 3.4, is incorporated by
reference as Exhibit 4.4
(10) Material Contracts
10.13 Exhibit 10.2 to Company's Form 10-K/A for the year ended December
31, 1995 (Commission File No. 1-4717), Employment Agreement, dated
January 1, 1996, by and between the Company and Joseph D. Monello,
Jr., is hereby incorporated by reference as Exhibit 10.13
10.14 The Company's 1983 Employee Stock Option Plan, as amended and
restated September 26, 1996, is attached to this Form 10-K/A as
Exhibit 10.14
10.15 The Company's 1987 Employee Stock Option Plan, as amended and
restated September 26, 1996, is attached to this Form 10-K/A as
Exhibit 10.15
10.16 The Company's 1991 Stock Option and Performance Award Plan, as
amended and restated September 26, 1996, is attached to this Form
10-K/A as Exhibit 10.16
[Page]
10.17 Employment Agreement, dated January 1, 1997, by and between the
Company and Landon H. Rowland, is attached to this Form 10-K/A as
Exhibit 10.17
10.18 The Company's Directors Deferred Fee Plan, adopted August 20,
1982, amended and restated February 1, 1997, is attached to this
Form 10-K/A as Exhibit 10.18
10.19 The Kansas City Southern Industries, Inc. Executive Plan
(restated), as restated January 1, 1992, is attached to this Form
10-K/A as Exhibit 10.19
10.20 Amendment No. 1 as of May 15, 1995, to the Kansas City Southern
Industries, Inc. Executive Plan (restated), as restated January 1,
1992, is attached to this Form 10-K/A as Exhibit 10.20
10.21 Amendment No. 2 dated January 23, 1997, to the Kansas City
Southern Industries, Inc. Executive Plan (restated), as restated
January 1, 1992, is attached to this Form 10-K/A as Exhibit 10.21
(12) Statements Re Computation of Ratios
12.1 The Computation of Ratio of Earnings to Fixed Charges prepared
pursuant to Rule 14(a)(3) under the Exchange Act is attached to
this Form 10-K/A as Exhibit 12.1
(21) Subsidiaries of the Company
21.1 The list of the Subsidiaries of the Company prepared pursuant to
Rule 14(a)(3) under the Exchange Act is attached to this Form 10-K/A
as Exhibit 21.1
(23) Consents of Experts and Counsel
23.1 The Consent of Independent Accountants prepared pursuant to Rule
14(a)(3) under the Exchange Act is attached to this Form 10-K/A as
Exhibit 23.1
(27) Financial Data Schedule
27.1 The Financial Data Schedule prepared pursuant to Rule 14(a)(3)
under the Exchange Act is attached to this Form 10-K/A as Exhibit
27.1
[Page]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized and in the capacities indicated,
on March 25, 1997.
Kansas City Southern Industries, Inc.
By: /s/ L. G. Van Horn
L.G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)