EXHIBIT 3.3
STATE OF MISSOURI
Rebecca McDowell Cook
Secretary of State
CORPORATION DIVISION
CERTIFICATE OF MERGER
MISSOURI CORPORATION SURVIVING
WHEREAS, Articles of Merger of the following corporations:
SOUTHERN GROUP, INC. (#F00366234)
INTO:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY (#Ro0000513)
Organized and Existing Under Law of Missouri, Delaware have been received, found
to conform to law, and filed.
NOW, THEREFORE, I, REBECCA MCDOWELL COOK, Secretary of State of Missouri, issue
this Certificate of Merger, certifying that the merger of the aforenamed
corporations is effected with THE KANSAS CITY SOUTHER RAILWAY COMPANY
(#R00000513) as the surviving corporation.
IN TESTIMONY WHEREOF, I HAVE SET MY HAND AND IMPRINTED THE GREAT SEAL OF THE
STATE OF MISSOURI, ON THIS, THE 6th Day of January , 2000.
/s/ Rebecca McDowell Cook
----------------------------
Secretary of State
$30.00
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ARTICLES OF MERGER
(Southern Group/The Kansas City Southern Railway Company)
Secretary of State,
State of Missouri,
Jefferson City, Missouri 65101
Pursuant to Section 351.447, Revised Statutes of Missouri, 1986, as
amended, of the General and Business Corporation Law of Missouri, the
undersigned corporations certify the following:
FIRST: That THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri
corporation and SOUTHERN GROUP, INC., a Delaware corporation, are hereby merged
and that the above-named THE KANSAS CITY SOUTHERN RAILWAY COMPANY is the
Surviving Corporation.
SECOND: That THE KANSAS CITY SOUTHERN RAILWAY COMPANY owns one hundred
(100%) per cent of the outstanding shares of stock, of all classes, of SOUTHERN
GROUP, INC.
THIRD: That, pursuant to R.S. MO., Section 351.447, the Board of
Directors of THE KANSAS CITY SOUTHERN RAILWAY COMPANY, by unanimous consent made
December 13, 1999, adopted the following resolutions approving the Plan of
Merger set forth in these articles:
"Resolved, that the Plan of Merger embodied in that certain Agreement
and Plan of Merger between this Corporation and SOUTHERN GROUP, INC.,
a Delaware corporation, a copy of which agreement has been exhibited
to each of the undersigned and ordered attached to these consent
minutes as an exhibit, and which provides for the merger of The
SOUTHERN GROUP, INC. into the Corporation and for the Corporation to
be the Surviving Corporation, be and the same is hereby approved and
adopted by the Board of Directors in all respects in the form
submitted."
"Resolved, further, for the purpose of complying with Section 253 of
the General Corporation Law of the State of Delaware, that: THE KANSAS
CITY SOUTHERN RAILWAY COMPANY merge into itself SOUTHERN GROUP, INC.
and assume all of SOUTHERN GROUP, INC.'s liabilities and obligations;
that officers and directors of this Corporation be and they hereby are
directed to make, execute and acknowledge a certificate of ownership
and merger, setting forth a copy of the resolution to merge said
SOUTHERN GROUP, INC. into THE KANSAS CITY SOUTHERN RAILWAY COMPANY
with THE KANSAS CITY SOUTHERN RAILWAY COMPANY to assume said SOUTHERN
GROUP, INC.'s liabilities and obligations and to file the same in the
office of the Secretary of the State of Delaware and a
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certified copy thereof in the Office of the Recorder of Deeds of the
County of New Castle, State of Delaware; and that, in said certificate
of ownership and merger, the President of this Corporation shall agree
that the Corporation may be served with process in Delaware in any
proceeding for enforcement of any obligation of SOUTHERN GROUP, INC.
arising from the merger, including any suit or other proceeding to
enforce the right of any stockholders as determined in appraisal
proceedings pursuant to 8 Del.C. Section 262, and shall irrevocably
appoint the Secretary of State of Delaware as its agent to accept
service of process in any such suit or other proceedings."
"Resolved, further, that the officers of the Corporation are hereby
authorized and directed to execute said Agreement and Plan of Merger,
and to execute, deliver, and file all other documents, to pay all
expenses, and to take all other action which they deem necessary and
desirable to carry out the Plan of Merger."
FOURTH: Plan of Merger. The Plan of Merger, as set forth in the
Agreement and Plan of Merger between THE KANSAS CITY SOUTHERN RAILWAY COMPANY
AND SOUTHERN GROUP, INC., is as follows:
SOUTHERN GROUP shall be and it hereby is merged into KCSR, which shall be
the Surviving Corporation, and the terms and conditions of such merger and
the mode of carrying it into effect are and shall be as follows:
1. Name of the Surviving Corporation. The Surviving Corporation, from
---------------------------------
and after the effective date of the merger, shall be THE KANSAS CITY
SOUTHERN RAILWAY COMPANY, which shall continue its corporate existence
under the laws of the State of Missouri.
2. Office of the Surviving Corporation. The principal office of the
-----------------------------------
Surviving Corporation, KCSR, in the State of Missouri shall continue to be
located at 114 West 11th Street, in the city of Kansas City, County of
Jackson, State of Missouri. The name of it's resident agent in the State of
Missouri is R. P. Bruening whose address is 114 W. 11th St., Kansas City,
MO 64105.
3. Purposes of the Surviving Corporation. The nature of the business
-------------------------------------
of the Surviving Corporation and the objects and purposes to be transacted,
promoted, or carried on by it shall be and remain and continue to be those
set forth in KCSR's "Articles of Incorporation" as they shall exist upon
the effective date of the merger until they shall be altered, amended, or
repealed as therein provided and in accordance with governing laws.
4. Capitalization of Surviving Corporation. The authorized capital
---------------------------------------
stock of the surviving corporation shall be and remain and continue to be
that in effect for KCSR under its "Articles of Incorporation" as they shall
exist upon the effective date of the merger, until altered or amended as
therein provided and in accordance with governing laws.
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5. Bylaws of the Surviving Corporation. The Bylaws of KCSR, as they
-----------------------------------
shall exist upon the effective date of the merger, shall be and remain and
continue to be the Bylaws of the Surviving Corporation until they shall be
altered, amended, or repealed as therein provided and in accordance with
governing laws.
6. Directors and officers. (a) Persons who are directors of KCSR on
----------------------
the effective date of the merger shall be and remain and continue to be
directors of the Surviving Corporation; such directors shall hold office
until the first annual meeting of the shareholders of the Surviving
Corporation after the effective date of the merger and until their
respective successors are elected or appointed in the manner provided by
the Bylaws thereof. If on the effective date of the merger a vacancy shall
exist in the Board of Directors of the Surviving Corporation for any reason
whatsoever, such vacancy may be filled by the Board of Directors of the
Surviving Corporation as provided in the Bylaws of the Surviving
Corporation.
(b) The first annual meeting of the shareholders of the Surviving
Corporation after the effective date of the merger shall be the annual
meeting provided for by the Bylaws thereof for the year 2000.
(c) All persons who, upon the effective date of the merger, shall be
executive or administrative officers of KCSR shall be and remain and
continue to be the officers of the Surviving Corporation, subject to the
provisions of the Bylaws of the Surviving Corporation. The Board of
Directors or the President of the Surviving Corporation may elect or
appoint such additional officers as they may determine, subject to the
provisions of the Bylaws of the Surviving Corporation.
(d) The officers and directors of the Surviving Corporation who will
serve as hereinabove set forth are as follows:
OFFICERS
--------
Michael R. Haverty Chairman of the Board, President, and Chief Executive Officer
Gerald Davies Executive Vice President and Chief Operating Officer
Robert H. Berry Sr. Vice President and Chief Financial Officer
Richard P. Bruening Sr. Vice President, General Counsel, and Corporate Secretary
Albert W. Rees Sr. Vice President-International Operations
David C. Bastress Vice President-Agricultural/Minerals Business Unit
Emerson M. Bouchard Vice President-Labor Relations
Ken D. Clark, Jr. Vice President-Chemical/Petroleum Business Unit
Warren K. Erdman Vice President-Corporate Affairs
Paul M. Fetterman Vice President-Engineering
Eric B. Freestone Vice President-Human Resources
Steven L. Hefley Vice President-Transportation Services
John S. Jacobsen Vice President and Chief Engineer
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Thomas G. King Vice President and Treasurer
Joseph A. Kruzich Vice President-Administration and Information Systems
Vaughn W. Short Vice President-Intermodal Business Unit
Doug Sizemore Vice President and Chief Mechanical Officer
Vernon W. Songer Vice President-Coal Business Unit
Louis G. Van Horn Vice President and Comptroller
W. James Wochner Vice President and General Solicitor
Jay M. Nadlman Assistant Secretary
Julie Powell Assistant Secretary
DIRECTORS
---------
Robert H. Berry
Richard P. Bruening
Gerald K. Davies
Michael R. Haverty
Albert W. Rees
(e) The first regular meeting of the Board of Directors of the
Surviving Corporation after the effective date of the merger shall be held
as soon as practicable thereafter.
7. Effective date of merger. (a) For all purposes of the laws of the
------------------------
State of Delaware, this Agreement and Plan of Merger and the merger herein
provided for shall become effective and the separate existence of SOUTHERN
GROUP, a Delaware corporation, except insofar as it may be continued by
statute, shall cease as soon as: this Agreement and Plan of Merger shall
have been adopted, approved, signed, and acknowledged in accordance with
the laws of the State of Delaware and certificates of its adoption and
approval shall have been executed in accordance with such laws; and a
"Certificate of Ownership and Merger" shall have been filed in the Office
of the Secretary of State of the State of Delaware and shall have been
recorded in the office of the Recorder of the County of New Castle, State
of Delaware.
(b) For all purpose of the laws of the State of Missouri this
Agreement and Plan of Merger and the merger herein provided for shall
become effective as soon as: this Agreement and Plan of Merger shall have
been adopted, approved, signed, and acknowledged in accordance with the
laws of the State of Missouri and certificates of its adoption and approval
shall have been executed in accordance with such laws; and Articles of
Merger shall have been filed in the office of the Secretary of State of
Missouri.
(e) The corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of KCSR shall continue unaffected and
unimpaired by the merger hereby provided for; and the corporate identities,
existences, purposes, powers, objects, franchises, rights, and immunities
of SOUTHERN GROUP shall be continued in and merged into KCSR and KCSR shall
be fully vested therewith.
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(f) The date upon which this Agreement is filed in the offices
mentioned above and upon which KCSR and SOUTHERN GROUP shall become a
single corporation is the effective date of the merger.
8. Conversion of shares. Immediately upon the effective date of the
--------------------
merger, the shares of stock of SOUTHERN GROUP issued and outstanding in the
name of KCSR and the shares of stock of that corporation which are held as
treasury shares by them shall cease to exist and shall be deemed canceled,
retired, and eliminated, and no shares of common stock of the Surviving
Corporation shall be issued in respect thereof.
9. Effect of merger. Upon this merger becoming effective:
----------------
(a) The Surviving Corporation shall possess all the rights,
privileges, powers, and franchises as well of a public as of a private
nature, and shall be subject to all the restrictions, disabilities,
obligations, and duties of SOUTHERN GROUP except as otherwise herein
provided, and except as otherwise provided by law;
(b) The Surviving Corporation shall be vested with all property, real,
personal, or mixed, and all debts due to SOUTHERN GROUP on whatever account
as well as all other things in action or belonging to SOUTHERN GROUP, and
(c) All property, rights, privileges, powers, and franchises of the
SOUTHERN GROUP shall be thereafter as effectually the property of the
Surviving Corporation as they were of SOUTHERN GROUP but all rights of
creditors and all liens upon any property of SOUTHERN GROUP shall be
preserved unimpaired, limited in lien to the property affected by such
liens immediately prior to the effective date of the merger; and all debts,
liabilities, obligations, and duties of SOUTHERN GROUP shall thenceforth
attach to, and are hereby assumed by, the Surviving Corporation and may be
enforced against it to the same extent as if such debts, liabilities,
obligations, and duties had been incurred or contracted by it.
10. Delivery of deeds and instruments. From time to time as and when
---------------------------------
requested by the Surviving Corporation or by its successors or assigns,
SOUTHERN GROUP shall execute and deliver, or cause to be executed and
delivered, all deeds and other instruments and shall take, or cause to be
taken, all such other and further actions as the Surviving Corporation may
deem necessary and desirable in order more fully to vest in and confirm to
the Surviving Corporation title to and possession of all the property,
rights, privileges, powers and franchises referred to in paragraph 9 hereof
and otherwise to carry out the intent and purposes of this Agreement and
Plan of Merger. For the convenience of the parties and to facilitate the
filing and recording of this Agreement and Plan of Merger, any number of
counterparts
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hereof may be executed and each such executed counterpart shall be deemed
to be an original instrument.
11. Expenses of merger. The Surviving Corporation shall pay all
------------------
expenses of carrying this Agreement and Plan of Merger into effect and of
accomplishing the merger.
13. Capital and life of surviving corporation. The minimum amount of
-----------------------------------------
capital with which the Surviving Corporation shall commence business is
$1,000. The Surviving Corporation is to have perpetual existence.
14. Offices and place of meetings. Both the stockholders and
-----------------------------
directors of the Surviving Corporation may hold their meetings and the
Surviving Corporation may have an office or offices in such place or places
outside the State of Missouri as the Bylaws may provide and the Surviving
Corporation may keep its books outside the State of Missouri except as
otherwise provided by law.
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the THE KANSAS CITY SOUTHERN RAILWAY COMPANY and SOUTHERN GROUP,
INC., as of the day and year hereinafter acknowledged.
ATTEST: THE KANSAS CITY SOUTHERN
RAILWAY COMPANY
/s/ Julie D. Powell By /s/ M. R. Haverty
- ----------------------- ---------------------
Assistant Secretary Its President
ATTEST: SOUTHERN GROUP, INC.
/s/ Julie D. Powell By /s/ M. R. Haverty
- ----------------------- ---------------------
Assistant Secretary Its President
ACKNOWLEDGEMENT
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
I, Michael R. Haverty, being duly sworn, upon my oath state: that I am
President of THE KANSAS CITY SOUTHERN RAILWAY COMPANY and that I also am
President of SOUTHERN GROUP, INC.; that I have executed the foregoing "Articles
of Merger" on behalf of those corporations, in duplicate originals; and that the
facts therein set forth are true.
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/s/ M. R. Haverty
---------------------------
Michael R. Haverty
Subscribed and sworn to before me, a Notary Public in and for the above-
written County and State, this 15 day of December, 1999.
/s/ Julie A. Burgess
------------------------------
Notary Public
My commission expires: July 22, 2002
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No. R00000513
State of Missouri
Judith K. Moriarty, Secretary of State
Corporation Division
Certificate of Merger -
Missouri Corporation Surviving
WHEREAS, Articles of Merger of the following corporations:
Name of Corporations MIDSOUTH CORPORATION (A Delaware Corp. not qualified)
INTO:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY (#R00000513)
Organized and Existing Under Laws of Missouri & Delaware have been received,
found to conform to law, and filed.
NOW, THEREFORE, I, JUDITH K. MORIARTY, Secretary of State of the State of
Missouri, issue this Certificate of Merger, certifying that the merger of the
aforenamed corporations is effected, with THE KANSAS CITY SOUTHERN RAILWAY
COMPANY (#R00000513) as the surviving corporation.
IN TESTIMONY WHEREOF, I hereunto set my hand
and affix the GREAT SEAL of the State of
Missouri. Done at the City of Jefferson,
this 27th day of December, 1993.
/s/ Judith K. Moriarty
------------------------
Secretary of State
Fee $ 25.00
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ARTICLES OF MERGER
MERGING MIDSOUTH CORPORATION
INTO
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
PLEASE NOTE: THE EFFECTIVE DATE OF THIS MERGER IS TO BE JANUARY 1, 1994
Secretary of State,
State of Missouri,
Jefferson City, Missouri 65101
Pursuant to Section 351.430, Revised Statutes of Missouri, 1986, as
amended, of the General and Business Corporation Law of Missouri, the
undersigned corporations certify the following:
FIRST: That THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri
corporation, and MIDSOUTH CORPORATION, a Delaware corporation, hereinafter
sometimes called the "Constituent Corporations", are hereby merged, effective
January 1, 1994, and that the above-named THE KANSAS CITY SOUTHERN RAILWAY
COMPANY is the Surviving Corporation.
SECOND: That one hundred (100 %) per cent of the outstanding stock of
all classes of both THE KANSAS CITY SOUTHERN RAILWAY COMPANY and MIDSOUTH
CORPORATION is owned by KANSAS CITY SOUTHERN INDUSTRIES, INC., a Delaware
corporation.;
THIRD: That, pursuant to R.S. MO., Sections 351.458: KANSAS CITY
SOUTHERN INDUSTRIES, INC., as the sole shareholder of both THE KANSAS CITY
SOUTHERN RAILWAY COMPANY and MIDSOUTH CORPORATION, by unanimous consent made
December 13, 1993, adopted the following resolutions approving the Plan of
Merger set forth in these articles:
"Resolved, that the Plan of Merger embodied in that
certain Agreement and Plan of Merger between The Kansas
City Southern Railway Company, a Missouri corporation,
and MidSouth Corporation, a Delaware corporation, a
copy of which agreement has been exhibited to the
undersigned and ordered attached to these consent
minutes as an exhibit, and which provides for the
merger of MidSouth Corporation into The Kansas City
Southern Railway Company and for The Kansas City
Southern Railway Company to be the Surviving
Corporation, be and the same is hereby approved and
adopted in all respects in the form submitted."
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"Resolved, further and for the purpose of complying
with Section 252 of the General Corporation Law of the
State of Delaware, that: THE KANSAS CITY SOUTHERN
RAILWAY COMPANY merge into itself MIDSOUTH CORPORATION
a Delaware corporation, and assume all of the MidSouth
Corporation's liabilities and obligations; that
officers and directors of this Corporation be and they
hereby are directed to make, execute and acknowledge a
certificate of ownership and merger, setting forth a
copy of the resolution to merge said MidSouth
Corporation into THE KANSAS CITY SOUTHERN RAILWAY
COMPANY with THE KANSAS CITY SOUTHERN RAILWAY COMPANY
to assume said MidSouth Corporation's liabilities and
obligations and to file the same in the office of the
Secretary of the State of Delaware and a certified copy
thereof in the Office of the Recorder of Deeds of the
County of New Castle, State of Delaware; and that, in
said certificate of merger, the President of this
Corporation shall agree that the Corporation may be
served with process in Delaware in any proceeding for
enforcement of any obligation of the MidSouth
Corporation arising from the merger, including any suit
or other proceeding to enforce the right of any
stockholders as determined in appraisal proceedings
pursuant to 8 Del.C. Section 262, and shall irrevocably
appoint the Secretary of State of Delaware as its agent
to accept service of process in any such suit or other
proceedings."
"Resolved, further, that the officers of the
Corporation are hereby authorized and directed to
execute said Agreement and Plan of Merger, to vote the
stock of the Constituent Corporations owned by the
Corporation in favor of the Plan of Merger, and to
execute, deliver, and file all other documents, to pay
all expenses, and to take all other action which they
deem necessary and desirable to carry out the Plan of
Merger."
FOURTH: Plan of Merger. A true copy of "The Agreement and Plan of
Merger Merging MidSouth Corporation into The Kansas City Southern Railway
Company" is attached and its provisions hereby incorporated in these Articles of
Merger.
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned Constituent Corporations, as of the day and year
hereinafter acknowledged.
ATTEST: THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
/s/ Albert Mauro By: /s/ George W. Edwards, Jr.
------------------ ----------------------------
Secretary Its President
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ATTEST: MIDSOUTH CORPORATION
/s/ Albert Mauro By: /s/ George W. Edwards, Jr.
- ------------------ ----------------------------
Secretary Its President
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STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, GEORGE W. EDWARDS, JR., being duly sworn, upon my oath state: that I am
President of The Kansas City Southern Railway Company and MidSouth Corporation;
that I have executed the foregoing "Articles of Merger" on behalf of those
corporations, in duplicate originals; and that the facts therein set forth are
true.
/s/ George W. Edwards, Jr.
----------------------------
George W. Edwards, Jr.
Subscribed and sworn to before me, a Notary Public in and for the above-
written County and State, this 13th day of December, 1993.
/s/ Charlene M. Thibaudeau
----------------------------
Notary Public
My Commission Expires: June 18, 1996
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AGREEMENT AND PLAN OF MERGER
MERGING MIDSOUTH CORPORATION
INTO
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
AGREEMENT AND PLAN OF MERGER, dated as of December 13, 1993 between
MIDSOUTH CORPORATION ("MSC"), a Delaware corporation, and THE KANSAS CITY
SOUTHERN RAILWAY COMPANY ("KCSR"), a Missouri corporation, both corporations
having their principal offices in the State of Missouri at 114 West l1th Street,
Kansas City, Missouri and being hereinafter sometimes collectively called the
Constituent Corporations.
WHEREAS, MSC is a corporation duly organized and existing under the laws of
the State of Delaware, having been incorporated on March 12, 1986, and having an
authorized capital stock consisting of 1,000 shares of $.01 par value common
stock (of which 1,000 shares are outstanding), all of which outstanding shares
are owned by KCSI and none of which are outstanding in the hands of the public;
and
WHEREAS, KCSR is a corporation duly organized and existing under the laws
of the State of Missouri, having been incorporated on March 1, 1900, and having
an authorized capital stock consisting of 10,140,060 shares, of which 10,140,000
shares are common stock and 60 shares are preferred, with both common and
preferred stock currently having no par value and of which stock, both common
and preferred, all outstanding shares are owned by Kansas City Southern
Industries, Inc. and none of which are outstanding in the hands of the public;
and
WHEREAS, the Constituent Corporations currently conduct consolidated
railroad common carrier operations; and
WHEREAS, the merger of the Constituent Corporations will benefit each of
them by eliminating multiple filing, reporting and record keeping to and for
various entities and, therefore, is consistent with those corporations' business
needs; and
WHEREAS, the respective Shareholders and Boards of Directors of the
Constituent Corporations deem it advisable, upon the terms and subject to the
conditions herein set forth, that MSC merge into KCSR, with KCSR to be the
surviving corporation and they have duly approved and authorized the form of
this Agreement and have adopted the Plan of Merger herein set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, it is agreed that MSC, effective on
January 1, 1994, shall be merged into KCSR, with KCSR to be the "surviving
corporation" and the terms and conditions of such merger and the mode of
carrying it into effect are and shall be as follows:
1. Name of the Surviving Corporation. The Surviving Corporation of the
Merger, from and after the effective time of that merger, shall be THE KANSAS
CITY SOUTHERN RAILWAY COMPANY, which shall continue its corporate existence
under the laws of the State of Missouri.
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2. Office of the Surviving Corporation. The principal office of the
Surviving Corporation, in the State of Missouri shall continue to be located at
114 West l1th Street, in the city of Kansas City, County of Jackson, State of
Missouri. The name of it's registered agent in the State of Missouri is Mr.
R.P. Bruening, Senior Vice President and General Counsel whose address is 114
West l1th Street, Kansas City, Missouri 64105-1804.
3. Purposes of the Surviving Corporation. The nature of the business of
the Surviving Corporation and the objects and purposes to be transacted,
promoted, or carried on by it shall be and remain and continue to be those set
forth in its "Articles of Incorporation" as they shall exist upon the effective
date of the merger until they shall be altered, amended, or repealed as therein
provided and in accordance with governing laws.
4. Capitalization of the Surviving Corporation. The authorized capital
stock of the surviving corporation shall be and remain and continue to be that
in effect under its "Articles of Incorporation" as they shall exist upon the
effective date of the merger, until altered or amended as therein provided and
in accordance with governing laws.
5. Bylaws of the Surviving Corporation. The Bylaws of Surviving
Corporation, as they shall exist upon the effective date of the merger, shall be
and remain and continue to be the Bylaws of the Surviving Corporation until they
shall be altered, amended, or repealed as therein provided and in accordance
with governing laws.
6. Directors and officers. (a) Persons who are directors of the Surviving
Corporation on the effective date of the merger shall be and remain and continue
to be directors of the Surviving Corporation; such directors shall hold office
until the first annual meeting of the shareholders of the Surviving Corporation
after the effective date of the merger and until their respective successors are
elected or appointed in the manner provided by the Bylaws thereof. If on the
effective date of the merger a vacancy shall exist in the Board of Directors of
the Surviving Corporation for any reason whatsoever, such vacancy may be filled
by the Board of Directors of the Surviving Corporation as provided in the Bylaws
of the Surviving Corporation.
(b) The first annual meeting of the shareholders of the Surviving
Corporation after the effective date of the merger shall be the annual
meeting provided for by the Bylaws thereof for the year 1993.
(c) All persons who, upon the effective date of the merger, shall be
executive or administrative officers of the Surviving Corporation shall be
and remain and continue to be the officers of the Surviving Corporation,
subject to the provisions of the Bylaws of the Surviving Corporation. The
Board of Directors or the President of the Surviving Corporation may elect
or appoint such additional officers as they may determine, subject to the
provisions of the Bylaws of the Surviving Corporation.
(d) The officers and directors of the Surviving Corporation who will
serve as hereinabove set forth are as follows:
OFFICERS
--------
Landon H. Rowland Chairman of the Board
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George W. Edwards, Jr. President and Chief Executive Officer
James B. Dehner Executive Vice President-Chief
Operating Officer
Michael F. McClain Executive Vice President
Robert L. Brown II Senior Vice President-Finance
Roland W. Comstock Senior Vice President -
Administration
Richard P. Bruening Senior Vice President and General
Counsel
Timothy J Legler Senior Vice President-Marketing
David C. Bastress Vice President-Marketing
Danny R. Carpenter Vice President-Tax Counsel
Robert D. Wood Vice President-Sales
Albert P. Mauro Vice President and Secretary
Richard N. Bornemann Vice President-Government Affairs
David W. Brookings Vice President and Chief Engineer
Phillip S. Brown Vice President-Associate General
Counsel & Assistant Secretary
Michael W. Hahn Vice President - Transportation
Robert L. Haley Vice President - Corporate Real
Estate
Thomas D. Hobbs Vice President-Information Services
Walter W. Howland Vice President-Taxes
Derrell E. Johnson Vice President-Intermodal
Henry H. Salisbury Vice President-Public Affairs
Hugh I. Salmons Vice President-Human Resources
John A. Scotto Vice President-Comptroller
W. James Wochner Vice President & General Solicitor
Anthony P. McCarthy Treasurer
Richard J. Gauert Assistant Comptroller and Assistant
Secretary
Sherry K. Cooper Assistant Secretary
Nancy Ince Assistant Secretary
DIRECTORS
---------
Landon H. Rowland
George W. Edwards, Jr.
Thomas A. McDonnell
Richard P. Bruening
Jaces B. Dehner
Michael F. McClain
(e) The first regular meeting of the Board of Directors of the Surviving
Corporation after the effective date of the merger shall be held as soon as
practicable thereafter.
7. Effective date of merger. (a) For all purposes of the laws of the State
of Delaware, this Agreement and Plan of Merger and the merger herein provided
for shall become effective and the separate existence of MSC, a Delaware
corporations, except insofar as it may be continued by statute, shall cease as
soon as: this Agreement and Plan of Merger shall have been adopted, approved,
signed, and acknowledged in accordance with the laws of the State of Delaware
and certificates of its adoption and approval shall have been executed in
accordance with such laws;
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and a "Certificate of Merger" for each merger hereunder shall have been filed in
the Office of the Secretary of State of the State of Delaware and shall have
been recorded in the office of the Recorder of the County of New Castle, State
of Delaware.
(b) The corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of KCSR shall continue unaffected and
unimpaired by the merger hereby provided for; and the corporate identities,
existences, purposes, powers, objects, franchises, rights, and immunities of MSC
shall be continued in and merged into KCSR and KCSR shall be fully vested
therewith.
(c) The effective date of the merger shall be January 1, 1994.
(d) Notwithstanding the foregoing statements, the parties understand that
the merger herein provided for is subject to a grant of exemption from prior
approval by the Interstate Commerce Commission and that such exemption could be
rescinded. In the event such exemption is rescinded, this merger shall be
subject to the parties' obtaining prior approval thereof from the Interstate
Commerce Commission and, absent such approval, this Agreement and Plan of Merger
shall be null and void.
8. Conversion of shares. Immediately upon the effective date of the
mergers hereunder, the shares of stock of MSC issued and outstanding and the
shares of stock of that corporation which are held as treasury shares by them
shall cease to exist and shall be deemed canceled, retired, and eliminated, and
no shares of common stock of the Surviving Corporation shall be issued in
respect thereof.
9. Effect of merger. Upon this merger becoming effective: (a) The
Surviving Corporation shall possess all the rights, privileges, powers, and
franchises as well of a public as of a private nature, and shall be subject to
all the restrictions, disabilities, obligations, and duties of each of the
Constituent Corporations, except as otherwise herein provided, and except as
otherwise provided by law;
(b) The Surviving Corporation shall be vested with all property, real,
personal, or mixed, and all debts due to the Constituent Corporations on
whatever account as well as all other things in action or belonging to the
Constituent Corporations; and
(c) All property, rights, privileges, powers, and franchises of the
Constituent Corporations shall be thereafter as effectually the property of the
Surviving Corporation as they were of the Constituent Corporations, but all
rights of creditors and all liens upon any property of any of the Constituent
Corporations shall be preserved unimpaired, limited in lien to the property
affected by such liens immediately prior to the effectivedate of the merger; and
all debts, liabilities, obligations, and duties of the Constituent Corporations
shall thenceforth attach to, and are hereby assumed by, the Surviving
Corporation and may be enforced against it to the same extent as if such debts,
liabilities, obligations, and duties had been incurred or contracted by it.
10. Delivery of deeds and instruments. From time to time as and when
requested by the Surviving Corporation or by its successors or assigns, each of
the Constituent Corporations shall execute and deliver, or cause to be executed
and delivered, all deeds and other instruments and shall take, or cause to be
taken, all such other and further actions as the Surviving Corporation
-17-
may deem necessary and desirable in order more fully to vest in and confirm to
the Surviving Corporation title to and possession of all the property, rights,
privileges, powers and franchises referred to in paragraph 9 hereof and
otherwise to carry out the intent and purposes of this Agreement and Plan of
Merger. For the convenience of the parties and to facilitate the filing and
recording of this Agreement and Plan of Merger, any number of counterparts
hereof may be executed and each such executed counterpart shall be deemed to be
an original instrument.
11. Expenses of merger. The Surviving Corporation shall pay all expenses
of carrying this Agreement and Plan of Merger into effect and of accomplishing
the merger.
12. Capital and life of surviving corporation. The minimum amount of
capital with which the Surviving Corporation shall commence business is $1,000.
The Surviving Corporation is to have perpetual existence.
13. Offices and place of meetings. Both the stockholders and directors of
the Surviving Corporation may hold their meetings and the Surviving Corporation
may have an office or offices in such place or places outside the State of
Missouri as the Bylaws may provide and the Surviving Corporation may keep its
books outside the State of Missouri except as otherwise provided by law.
IN WITNESS WHEREOF, each of the Constituent Corporations have caused this
Agreement and Plan of Merger to be signed in its corporate name by its President
and its corporate seal to be hereunto affixed and attested by its Secretary, and
all of the directors of KCSR have hereunto set their hands under its corporate
seal, attested by its Secretary all as of the day and year first above written.
ATTEST: THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
/s/ Albert Mauro By: /s/ George W. Edwards, Jr.
- ------------------ ----------------------------
Secretary Its President
ATTEST: MIDSOUTH CORPORATION
/s/ Albert Mauro By: /s/ George W. Edwards, Jr.
- ------------------ ----------------------------
Secretary Its President
-18-
ACKNOWLEDGMENT
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, GEORGE W. EDWARDS, JR., being duly sworn, upon my oath state: that I am
President of The Kansas City Southern Railway Company and MidSouth Corporation,
that I have executed the foregoing "Agreement and Plan of Merger Merging
MidSouth Corporation into The Kansas City Southern Railway Company" on behalf of
those two (2) corporations; that it represents the act and deed of each
corporation; and that the facts therein set forth are true.
/s/ George W. Edwards, Jr.
-----------------------------
George W. Edwards, Jr.
Subscribed and sworn to before me, a Notary Public in and for the above-
written County and State, this 13th day of December, 1993.
/s/ Charlene M. Thibaudeau
----------------------------
Notary Public
My Commission Expires: June 18, 1996
-19-
No. R00000513
----------
State of Missouri
Judith K. Moriarty, Secretary of State
Corporation Division
Certificate of Merger --
Missouri Corporation Surviving
WHEREAS, Articles of Merger of the following corporations:
Name of Corporations THE GRAYSONIA, NASHVILLE, AND ASHDOWON RAILROAD
COMPANY (ARKANSAS CORPORATION NOT QUALIFIED)
INTO:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY (R00000513)
Organized and Existing Under Laws of MISSOURI ARKANSAS have been received, found
to conform to law, and filed.
NOW, THEREFORE, I, JUDITH K. MORIARTY, Secretary of State of the State of
Missouri, issue this Certificate of Merger, certifying that the merger of the
aforenamed corporations is effected, with THE KANSAS CITY SOUTHERN RAILWAY
COMPANY (R00000513) as the surviving corporation.
IN TESTIMONY WHEREOF, I hereunto set my hand and
affix the GREAT SEAL of the State of Missouri.
Done at the City of Jefferson, this 2nd day of
JULY, 1993.
/s/ Judith K. Moriarty
------------------------
Secretary of State
Fee $ 25.00
------
-20-
ARTICLES OF MERGER
Secretary of State,
State of Missouri,
Jefferson City, Missouri 65101
Pursuant to Section 351.447, Revised Statutes of Missouri, 1986, as
amended, of the General and Business Corporation Law of Missouri, the
undersigned corporations certify the following:
FIRST: That THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri
corporation and THE GRAYSONIA, NASHVILLE, AND ASHDOWON RAILROAD COMPANY, an
Arkansas corporation, are hereby merged and that the above-named THE KANSAS CITY
SOUTHERN RAILWAY COMPANY is the Surviving Corporation.
SECOND: That THE KANSAS CITY SOUTHERN RAILWAY COMPANY owns one
hundred (100%) per cent of the outstanding shares of stock, of all classes, of
each and all of the other Constituent Corporations.
THIRD: That, pursuant to R.S. MO., Section 351.447, the Board of
Directors of THE KANSAS CITY SOUTHERN RAILWAY COMPANY, by unanimous consent made
June 23, 1992, adopted the following resolutions approving the Plan of Merger
set forth in these articles:
"Resolved, that the Plan of Merger embodied in that certain Agreement
and Plan of Merger between this Corporation and The Graysonia,
Nashville, and Ashdown Railroad Company, an Arkansas corporation, a
copy of which agreement has been exhibited to each of the undersigned
and ordered attached to these consent minutes as an exhibit, and which
provides for the merger of The Graysonia, Nashville, and Ashdown
Railroad Company into the Corporation and for the Corporation to be
the Surviving Corporation, be and the same is hereby approved and
adopted by the Board of Directors in all respects in the form
submitted."
"Resolved, further, that the officers of the Corporation are hereby
authorized and directed to execute said Agreement and Plan of Merger,
and to execute, deliver, and file all other documents, to pay all
expenses, and to take all other action which they deem necessary and
desirable to carry out the Plan of Merger."
FOURTH: Plan of Merger. The Plan of Merger, as set forth in the
Agreement and Plan of Merger between the Constituent Corporations, is as
follows:
-21-
THE GRAYSONIA, NASHVILLE, AND ASHDOWN RAILROAD COMPANY ("GN&A") shall be
and hereby is merged into THE KANSAS CITY SOUTHERN RAILWAY COMPANY ("KCSR"),
which shall be the Surviving Corporation, in the following mode and subject to
the following terms and conditions:
1. Name of the Surviving Corporation. The Surviving Corporation,
---------------------------------
from and after the effective date of the merger, shall be THE KANSAS CITY
SOUTHERN RAILWAY COMPANY, which shall continue its corporate existence under the
laws of the State of Missouri.
2. Office of the Surviving Corporation. The principal office of the
-----------------------------------
Surviving Corporation, KCSR, in the State of Missouri shall continue to be
located at 114 West 11th Street, in the city of Kansas City, County of Jackson,
State of Missouri. The name of it's resident agent in the State of Missouri is
C. T. Corporation System, whose address is 314 North Broadway, St. Louis,
Missouri 63102.
3. Purposes of the Surviving Corporation. The nature of the
-------------------------------------
business of the Surviving Corporation and the objects and purposes to be
transacted, promoted, or carried on by it shall be and remain and continue to be
those set forth in KCSR's "Articles of Incorporation" as they shall exist upon
the effective date of the merger until they shall be altered, amended, or
repealed as therein provided and in accordance with governing laws.
4. Capitalization of Surviving Corporation. The authorized capital
---------------------------------------
stock of the surviving corporation shall be and remain and continue to be that
in effect for KCSR under its "Articles of Incorporation" as they shall exist
upon the effective date of the merger, until altered or amended as therein
provided and in accordance with governing laws.
5. Bylaws of the Surviving Corporation. The Bylaws of KCSR, as
-----------------------------------
they shall exist upon the effective date of the merger, shall be and remain and
continue to be the Bylaws of the Surviving Corporation until they shall be
altered, amended, or re pealed as therein provided and in accordance with
governing laws.
6. Directors and officers. (a) Persons who are directors of KCSR on
----------------------
the effective date of the merger shall be and remain and continue to be
directors of the Surviving Corporation; such directors shall hold office until
the first annual meeting of the shareholders of the Surviving Corporation after
the effective date of the merger and until their respective successors are
elected or appointed in the manner provided by the Bylaws thereof. If on the
effective date of the merger a vacancy shall exist in the Board of Directors of
the Surviving Corporation for any reason whatsoever, such vacancy may be filled
by the Board of Directors of the Surviving Corporation as provided in the Bylaws
of the Surviving Corporation.
(b) The first annual meeting of the shareholders of the Surviving
Corporation after the effective date of the merger shall be the annual meeting
provided for by the Bylaws thereof for the year 1992.
(c) All persons who, upon the effective date of the merger, shall be
executive or administrative officers of KCSR shall be and remain and continue to
be the officers of the Surviving Corporation, subject to the provisions of the
Bylaws of the Surviving Corporation. The Board of Directors or the President of
the Surviving Corporation may elect or appoint such
-22-
additional officers as they may determine, subject to the provisions of the
Bylaws of the Surviving Corporation.
(d) The officers and directors of the Surviving Corporation who will
serve as hereinabove set forth are as follows:
OFFICERS
--------
Landon H. Rowland Chairman of the Board
George W. Edwards, Jr. President and Chief Executive Officer
James B. Dehner Executive Vice President-Chief Operating Officer
Michael F. McClain Executive Vice President - Marketing
Robert L. Brown II Senior Vice President-Finance and Comptroller
Roland W. Comstock Senior Vice President - Administration
Richard P. Bruening Senior Vice President and General Counsel
Timothy J Legler Senior Vice President-Marketing
David C. Bastress Vice President-Marketing
Robert D. Wood Vice President-Sales
Albert P. Mauro Vice President and Secretary
Richard N. Bornemann Vice President-Government Affairs
David W. Brookings Vice President and Chief Engineer
Phillip S. Brown Vice President-Associate General Counsel &
Assistant Secretary
Michael W. Hahn Vice President - Transportation
Robert L. Haley Vice President - Corporate Real Estate
Thomas D. Hobbs Vice President - Information Services
Walter W. Howland Vice President-Taxes
Derrell E. Johnson Vice President-Intermodal
Henry H. Salisbury Vice President-Public Affairs
W. James Wochner Vice President & General Solicitor
Anthony P. McCarthy Treasurer
Richard J. Gauert Assistant Comptroller
Sherry K. Cooper Assistant Secretary and Assistant Treasurer
Nancy Ince Assistant Secretary
Timothy J Legler Senior Vice President-Marketing
Albert P. Mauro Vice President and Secretary
David W. Brookings Vice President and Chief Engineer
Phillip S. Brown Vice President -Associate General Counsel &
Assistant Secretary
Michael W. Hahn Vice President - Transportation
Robert L. Haley Vice President - Corporate Real Estate
Thomas D. Hobbs Vice President - Information Services
Walter W. Howland Vice President-Taxes
Derrell E. Johnson Vice President-Intermodal
Henry H. Salisbury Vice President-Public Affairs
W. James Wochner Vice President & General Solicitor
Anthony P. McCarthy Treasurer
Richard J. Gauert Assistant Comptroller
-23-
Sherry K. Cooper Assistant Secretary and Assistant Treasurer
Nancy Ince Assistant Secretary
DIRECTORS
---------
Landon H. Rowland
George W. Edwards, Jr.
Thomas A. McDonnell
Richard P. Bruening
James B. Dehner
Michael F. McClain
(e) The first regular meeting of the Board of Directors of the
Surviving Corporation after the effective date of the merger shall be held as
soon as practicable thereafter.
7. Effective date of merger.
------------------------
(a) For all purposes of the laws of the State of Arkansas this
Agreement and Plan of Merger and the merger herein provided for shall become
effective and the separate existence of The Graysonia, Nashville, and Ashdown
Railroad Company an Arkansas corporation, except insofar as it may be continued
by statute, shall cease as soon as: this Agreement and Plan of Merger shall have
been adopted, approved, signed, and acknowledged in accordance with the laws of
the State of Arkansas and certificates of its adoption and approval shall have
been executed in accordance with such laws; and Articles of Merger shall have
been filed in the Office of the Secretary of State of the State of Arkansas.
(b) For all purpose of the laws of the State of Missouri this
Agreement and Plan of Merger and the merger herein provided for shall become
effective as soon as: this Agreement and Plan of Merger shall have been adopted,
approved, signed, and acknowledged in accordance with the laws of the State of
Missouri and certificates of its adoption and approval shall have been executed
in accordance with such laws; and Articles of Merger shall have been filed in
the office of the Secretary of State of Missouri.
(e) The corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of KCSR shall continue unaffected and
unimpaired by the merger hereby provided for; and the corporate identity,
existence, purposes powers, objects, franchises, rights, and immunities of GN&A
shall be continued in and merged into KCSR and KCSR shall be fully vested
therewith.
(f) The date upon which this Agreement is filed in the offices
mentioned above and upon which the Constituent Corporations shall so become a
single corporation is the effective date of the merger.
(g) Notwithstanding the foregoing statements, the parties understand
that the merger herein provided for is subject to a grant of exemption from
prior approval by the Interstate Commerce Commission and that such exemption
could be rescinded. In the event such exemption is rescinded, this merger shall
be subject to the parties' obtaining prior approval
-24-
thereof from the Interstate Commerce Commission and, absent such approval, this
Agreement and Plan of Merger shall be null and void.
8. Stockholder's Waiver of Notice. Whereas the laws of the State of
------------------------------
Arkansas, governing "short form" mergers, requires that this Agreement and Plan
of Merger be mailed to the Shareholders of the subsidiary corporations thirty
(30) days prior to the filing of the Articles of Merger, subject, however, to
------- -------
those shareholder's waiving of such requirement, KCSR, as the sole shareholder
of GN&A shall and hereby does waive such pre-filing notice requirement.
9. Conversion of shares. Immediately upon the effective date of the
--------------------
merger, the shares of stock of GN&A, issued and outstanding in the name of KCSR
and the shares of stock of that corporation which are held as treasury shares
shall cease to exist and shall be deemed canceled, retired, and eliminated, and
no shares of common stock of the Surviving Corporation shall be issued in
respect thereof.
10. Effect of merger. Upon this merger becoming effective:
----------------
(a) The Surviving Corporation shall possess all the rights,
privileges, powers, and franchises as well of a public as of a private nature,
and shall be subject to all the restrictions, disabilities, obligations, and
duties of GN&A, except as otherwise herein provided, and except as otherwise
provided by law;
(b) The Surviving Corporation shall be vested with all property, real,
personal, or mixed, and all debts due to GN&A on whatever account as well as all
other things in action or belonging to GN&A, and
(c) All property, rights, privileges, powers, and franchises of the
GN&A shall be thereafter as effectually the property of the Surviving
Corporation as they were of GN&A, but all rights of creditors and all liens upon
any property of any of GN&A shall be preserved unimpaired, limited in lien to
the property affected by such liens immediately prior to the effective date of
the merger; and all debts, liabilities, obligations, and duties of GN&A shall
thenceforth attach to, and are hereby assumed by, the Surviving Corporation and
may be enforced against it to the same extent as if such debts, liabilities,
obligations, and duties had been incurred or contracted by it.
11. Delivery of deeds and instruments. From time to time as and when
---------------------------------
requested by the Surviving Corporation or by its successors or assigns, the GN&A
shall execute and deliver, or cause to be executed and delivered, all deeds and
other instruments and shall take, or cause to be taken, all such other and
further actions as the Surviving Corporation may deem necessary and desirable in
order more fully to vest in and confirm to the Surviving Corporation title to
and possession of all the property, rights, privileges, powers and franchises
referred to in paragraph 9 hereof and otherwise to carry out the intent and
purposes of this Agreement and Plan of Merger. For the convenience of the
parties and to facilitate the filing and recording of this Agreement and Plan of
Merger, any number of counterparts hereof may be executed and each such executed
counterpart shall be deemed to be an original instrument.
12. Expenses of merger. The Surviving Corporation shall pay all
------------------
expenses of carrying this Agreement and Plan of Merger into effect and of
accomplishing the merger.
-25-
13. Capital and life of surviving corporation. The minimum amount of
-----------------------------------------
capital with which the Surviving Corporation shall commence business is $1,000.
The Surviving Corporation is to have perpetual existence.
14. Offices and place of meetings. both the stockholders and
-----------------------------
directors of the Surviving Corporation may hold their meetings and the Surviving
Corporation may have an office or offices in such place or places outside the
State of Missouri as the Bylaws may provide and the Surviving Corporation may
keep its books outside the State of Missouri except as otherwise provided by
law.
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned Constituent Corporations, as of the day and year
hereinafter acknowledged.
THE KANSAS CITY SOUTHERN
ATTEST: RAILWAY COMPANY
/s/ Albert Mauro /s/ George W. Edwards, Jr.
- ------------------------------ ----------------------------
Secretary Its President
THE GRAYSONIA, NASHVILLE AND
ATTEST: ASHDOWN RAILROAD
COMPANY
/s/ Albert Mauro /s/ George W. Edwards, Jr.
- ------------------------------ ----------------------------
Secretary Its President
-26-
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, GEORGE W. EDWARDS, JR., being duly sworn, state: that I am President of
The Kansas City Southern Railway Company and The Graysonia, Nashville, and
Ashdown Railroad Company; that I have executed the foregoing "Articles of
Merger" on behalf of those two corporations, in duplicate originals; and that
the facts therein set forth are true.
/s/ George W. Edwards, Jr.
-----------------------------------------
George W. Edwards, Jr.
Subscribed and sworn to before me this 23rd day of June, 1993.
/s/ Sandra K. Kurtz
-----------------------------------------
Notary Public
My Commission Expires: Feb. 6, 1996
-27-
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of June 23, 1993, between THE KANSAS
CITY SOUTHERN RAILWAY COMPANY ("KCSR"), a Missouri corporation and THE
GRAYSONIA, NASHVILLE, AND ASHDOWN RAILROAD COMPANY ("GN&A"), an Arkansas
corporation;
WHEREAS, KCSR is a corporation duly organized and existing under the laws
of the State of Missouri, having been incorporated on March 1, 1900, and having
an authorized capital stock consisting of 10,140,060 shares, of which 10,140,000
shares are common stock and 60 shares are preferred, with both common and
preferred stock currently having no par value and of which stock, both common
and preferred, all outstanding shares are owned by Kansas City Southern
Industries, Inc. and none of which are outstanding in the hands of the public;
and
WHEREAS, GN&A is a corporation duly organized and existing under the laws
of the State of Arkansas, having been incorporated on August 29, 1922, and
having an authorized capital stock consisting of 1,000 shares of $100 par value
common stock, all of which are outstanding and are owned by KCSR and none of
which are outstanding in the hands of the public; and
WHEREAS, pursuant to exemption authority granted by the Interstate Commerce
Commission in Finance Docket No. 32219, The Kansas City Southern Railway
Company--Control Exemption--Graysonia, Nashville, and Ashdown Railroad Company,
served on April 23, 1993, KCSR acquired control of GN&A and the two companies
currently conduct consolidated railroad common carrier operations; and
WHEREAS, the merger of KCSR and GN&A will benefit each of them by
eliminating multiple filing, reporting and record keeping to and for various
entities and, therefore, is consistent with those corporations' business needs;
and
WHEREAS, KCSR, the current owner of all GN&A's outstanding stock, upon
merger and as the surviving corporation, will continue to possess a continuing
interest in the assets of the merged entity; and
WHEREAS, the Board of Directors of KCSR, the owner of 100% of the
outstanding shares of GN&A's stock and the surviving corporation under this
Agreement and Plan of Merger, deems it advisable that these corporations merge
and they have duly approved and authorized the form of this Agreement and have
adopted the Plan of Merger herein set forth; and
WHEREAS, the laws of the States of Missouri and Arkansas permit such
parent-subsidiary, "short form" mergers and KCSR and GN&A desire to merge under
and pursuant to the provisions of the laws of their respective States;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, it is agreed GN&A shall be and it
hereby is merged
-28-
into KCSR, which shall be the Surviving Corporation, and the terms and
conditions of such merger and the mode of carrying it into effect are and shall
be as follows:
1. Name of the Surviving Corporation. The Surviving Corporation, from and
---------------------------------
after the effective date of the merger, shall be THE KANSAS CITY SOUTHERN
RAILWAY COMPANY, which shall continue its corporate existence under the laws of
the State of Missouri.
2. Office of the Surviving Corporation. The principal office of the
-----------------------------------
Surviving Corporation, KCSR, in the State of Missouri shall continue to be
located at 114 West 11th Street, in the city of Kansas City, County of Jackson,
State of Missouri. The name of it's resident agent in the State of Missouri is
C. T. Corporation System, whose address is 314 North Broadway, St. Louis,
Missouri 63102.
3. Purposes of the Surviving Corporation. The nature of the business of
-------------------------------------
the Surviving Corporation and the objects and purposes to be transacted,
promoted, or carried on by it shall be and remain and continue to be those set
forth in KCSR's "Articles of Incorporation" as they shall exist upon the
effective date of the merger until they shall be altered, amended, or repealed
as therein provided and in accordance with governing laws.
4. Capitalization of Surviving Corporation. The authorized capital stock
---------------------------------------
of the surviving corporation shall be and remain and continue to be that in
effect for KCSR under its "Articles of Incorporation" as they shall exist upon
the effective date of the merger, until altered or amended as therein provided
and in accordance with governing laws.
5. Bylaws of the Surviving Corporation. The Bylaws of KCSR, as they shall
-----------------------------------
exist upon the effective date of the merger, shall be and remain and continue to
be the Bylaws of the Surviving Corporation until they shall be altered, amended,
or repealed as therein provided and in accordance with governing laws.
6. Directors and officers. (a) Persons who are directors of KCSR on the
----------------------
effective date of the merger shall be and remain and continue to be directors of
the Surviving Corporation; such directors shall hold office until the first
annual meeting of the shareholders of the Surviving Corporation after the
effective date of the merger and until their respective successors are elected
or appointed in the manner provided by the Bylaws thereof. If on the effective
date of the merger a vacancy shall exist in the Board of Directors of the
Surviving Corporation for any reason whatsoever, such vacancy may be filled by
the Board of Directors of the Surviving Corporation as provided in the Bylaws of
the Surviving Corporation.
(b) The first annual meeting of the shareholders of the Surviving
Corporation after the effective date of the merger shall be the annual meeting
provided for by the Bylaws thereof for the year 1992.
(c) All persons who, upon the effective date of the merger, shall be
executive or administrative officers of KCSR shall be and remain and continue to
be the officers of the Surviving Corporation, subject to the provisions of the
Bylaws of the Surviving Corporation. The Board of Directors or the President of
the Surviving Corporation may elect or appoint such additional officers as they
may determine, subject to the provisions of the Bylaws of the Surviving
Corporation.
-29-
(d) The officers and directors of the Surviving Corporation who will serve
as hereinabove set forth are as follows:
OFFICERS
--------
Landon H. Rowland Chairman of the Board
George W. Edwards, Jr. President and Chief Executive Officer
James B. Dehner Executive Vice President - Chief Operating Officer
Michael F. McClain Executive Vice President - Marketing
Robert L. Brown II Senior Vice President - Finance and Comptroller
Roland W. Comstock Senior Vice President - Administration
Richard P. Bruening Senior Vice President and General Counsel
Timothy J Legler Senior Vice President - Marketing
David C. Bastress Vice President-Marketing
Robert D. Wood Vice President-Sales
Albert P. Mauro Vice President and Secretary
Richard N. Bornemann Vice President - Government Affairs
David W. Brookings Vice President and Chief Engineer
Phillip S. Brown Vice President -Associate General Counsel & Assistant
Secretary
Michael W. Hahn Vice President - Transportation
Robert L. Haley Vice President - Corporate Real Estate
Thomas D. Hobbs Vice President - Information Services
Walter W. Howland Vice President-Taxes
Derrell E. Johnson Vice President-Intermodal
Henry H. Salisbury Vice President-Public Affairs
W. James Wochner Vice President & General Solicitor
Anthony P. McCarthy Treasurer
Richard J. Gauert Assistant Comptroller
Sherry K. Cooper Assistant Secretary and Assistant Treasurer
Nancy Ince Assistant Secretary
DIRECTORS
---------
Landon H. Rowland
George W. Edwards, Jr.
Thomas A. McDonnell
Richard P. Bruening
James B. Dehner
Michael F. McClain
(e) The first regular meeting of the Board of Directors of the Surviving
Corporation after the effective date of the merger shall be held as soon as
practicable thereafter.
7. Effective date of merger. (a) For all purposes of the laws of the
------------------------
State of Arkansas this Agreement and Plan of Merger and the merger herein
provided for shall become
-30-
effective and the separate existences of GN&A an Arkansas corporation, except
insofar as it may be continued by statute, shall cease as soon as: this
Agreement and Plan of Merger shall have been adopted, approved, signed, and
acknowledged in accordance with the laws of the State of Arkansas and
certificates of its adoption and approval shall have been executed in accordance
with such laws; and Articles of Merger shall have been filed in the Office of
the Secretary of State of the State of Arkansas.
(b) For all purpose of the laws of the State of Missouri this Agreement
and Plan of Merger and the merger herein provided for shall become effective as
soon as: this Agreement and Plan of Merger shall have been adopted, approved,
signed, and acknowledged in accordance with the laws of the State of Missouri
and certificates of its adoption and approval shall have been executed in
accordance with such laws; and Articles of Merger shall have been filed in the
office of the Secretary of State of Missouri.
(e) The corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of KCSR shall continue unaffected and
unimpaired by the merger hereby provided for; and the corporate identities,
existences, purposes, powers, objects, franchises, rights, and immunities of
GN&A shall be continued in and merged into KCSR and KCSR shall be fully vested
therewith.
(f) The date upon which this Agreement is filed in the offices mentioned
above and upon which KCSR and GN&A shall become a single corporation is the
effective date of the merger.
(g) Notwithstanding the foregoing statements, the parties understand that
the merger herein provided for is subject to a grant of exemption from prior
approval by the Interstate Commerce Commission and that such exemption could be
rescinded. In the event such exemption is rescinded, this merger shall be
subject to the parties' obtaining prior approval thereof from the Interstate
Commerce Commission and, absent such approval, this Agreement and Plan of Merger
shall be null and void.
8. Stockholder's Waiver of Notice. Whereas the laws of the State of
------------------------------
Arkansas, governing "short form" mergers, requires that this Agreement and Plan
of Merger be mailed to the Shareholders of the subsidiary corporations thirty
(30) days prior to the filing of the Articles of Merger, subject, however, to
------- -------
those shareholder's waiving of such requirement, KCSR, as the sole shareholder
of GN&A shall and hereby does waive such pre-filing notice requirement.
9. Conversion of shares. Immediately upon the effective date of the
--------------------
merger, the shares of stock of GN&A issued and outstanding in the name of KCSR
and the shares of stock of that corporation which are held as treasury shares by
shall cease to exist and shall be deemed canceled, retired, and eliminated, and
no shares of common stock of the Surviving Corporation shall be issued in
respect thereof.
10. Effect of Merger. Upon this merger becoming effective:
----------------
(a) The Surviving Corporation shall possess all the rights, privileges,
powers, and franchises as well of a public as of a private nature, and shall be
subject to all the restrictions,
-31-
disabilities, obligations, and duties of GN&A except as otherwise herein
provided, and except as otherwise provided by law;
(b) The Surviving Corporation shall be vested with all property, real,
personal, or mixed, and all debts due to GN&A on whatever account as well as all
other things in action or belonging to GN&A, and
(c) All property, rights, privileges, powers, and franchises of the GN&A
shall be thereafter as effectually the property of the Surviving Corporation as
they were of GN&A but all rights of creditors and all liens upon any property of
GN&A shall be preserved unimpaired, limited in lien to the property affected by
such liens immediately prior to the effective date of the merger; and all debts,
liabilities, obligations, and duties of GN&A shall thenceforth attach to, and
are hereby assumed by, the Surviving Corporation and may be enforced against it
to the same extent as if such debts, liabilities, obligations, and duties had
been incurred or contracted by it.
11. Delivery of deeds and instruments. From time to time as and when
---------------------------------
requested by the Surviving Corporation or by its successors or assigns, GN&A
shall execute and deliver, or cause to be executed and delivered, all deeds and
other instruments and shall take, or cause to be taken, all such other and
further actions as the Surviving Corporation may deem necessary and desirable in
order more fully to vest in and confirm to the Surviving Corporation title to
and possession of all the property, rights, privileges, powers and franchises
referred to in paragraph 9 hereof and otherwise to carry out the intent and
purposes of this Agreement and Plan of Merger. For the convenience of the
parties and to facilitate the filing and recording of this Agreement and Plan of
Merger, any number of counterparts hereof may be executed and each such executed
counterpart shall be deemed to be an original instrument.
12. Expenses of merger. The Surviving Corporation shall pay all expenses
------------------
of carrying this Agreement and Plan of Merger into effect and of accomplishing
the merger.
13. Capital and life of surviving corporation. The minimum amount of
-----------------------------------------
capital with which the Surviving Corporation shall commence business is $1,000.
The Surviving Corporation is to have perpetual existence.
14. Offices and place of meetings. both the stockholders and directors of
-----------------------------
the Surviving Corporation may hold their meetings and the Surviving Corporation
may have an office or offices in such place or places outside the State of
Missouri as the Bylaws may provide and the Surviving Corporation may keep its
books outside the State of Missouri except as otherwise provided by law.
IN WITNESS WHEREOF, KCSR and GN&A each have caused this Agreement and Plan
of Merger to be signed in its corporate name by its President and its corporate
seal to be hereunto affixed and attested by its Secretary.
THE KANSAS CITY SOUTHERN
ATTEST: RAILWAY COMPANY
-32-
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- --------------------- ----------------------------
Asst. Secretary Its President
THE GRAYSONIA, NASHVILLE
ATTEST: AND ASHDOWN RAILROAD
COMPANY
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- -------------------- ----------------------------
Asst. Secretary Its President
-33-
STATEMENT OF CHANGE OF REGISTERED OFFICE AND REGISTERED
AGENT OF THE KANSAS CITY SOUTHERN RAILWAY COMPANY
To the Secretary of State of the State of Missouri:
Charter No. R00000513
The undersigned corporation, organized and existing under the laws of the
State of Missouri for the purpose of changing its registered agent under "The
General and Business Corporation Act of Missouri, represents that:
(1) The name of the corporation is The Kansas City Southern Railway Company.
(2) The address of its present registered office is 906 Olive Street, St.
Louis, Missouri 63101.
(3) The address to which its registered office is to be changed for purposes of
service by mail is The Kansas City Southern Railway Company, 114 West 11th
Street, Kansas City, Missouri 64105-1804, and for purposes of personal in hand
service is The Kansas City Kansas
(4) The name of its present registered agent is C T Corporation System.
(5) The name of its successor registered agent is Mr. R.P. Bruening, Senior
Vice President and General Counsel.
(6) The mailing address of its registered office and the mailing address of the
business office of its registered agent, as changed, will be identical. The in-
hand personal service address of its registered agent is The Kansas City
Southern Railway Company, Legal
(7) Such change was authorized by resolution duly adopted by its board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its PRESIDENT, and attested to by the assistant
secretary on the 13th day of December, 1993.
ATTEST: THE KANSAS CITY SOUTHERN
RAILWAY COMPANY
BY /s/ Albert Mauro BY /s/ George W. Edwards, Jr.
------------------ --------------------------------
Secretary Its President
APPROVED AS TO FORM
/s/ R.P. Bruening by JMS
--------------------------
-34-
VERIFICATION
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
I, Charlene M. Thibaudeau, a notary public, do hereby certify that on this
13th day of December, 1993, personally appeared before me George W. Edwards,
who, being by me first duly sworn, declared that he is the President of The
Kansas City Southern Railway Company, that he signed the foregoing document as
President of the corporation, and that the statement therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Charlene M. Thibaudeau
---------------------------
Notary Public
My Commission Expires:
June 18, 1996
-35-
No. #R00000513
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Certificate of Merger --
Missouri Corporation Surviving
WHEREAS, Articles of Merger of the following corporations:
Name of Corporations SEE ATTACHED SHEET:
-------------------
Organized and Existing Under Laws of Missouri, Delaware, Arkansas, Kansas have
------------------------------------
been received, found to conform to law, and filed.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri,
issue this Certificate of Merger, certifying that the merger of the aforenamed
corporations is effected, with
THE KANSAS CITY SOUTHERN RAILWAY COMPANY (#R00000513) as the surviving
corporation.
IN TESTIMONY WHEREOF, I hereunto set my hand and
affix the GREAT SEAL of the State of Missouri.
Done at the City of Jefferson, this 6th day of
July, 1992.
/s/ Roy D. Blunt
-----------------------------------
Secretary of State
Fee $30.00
-36-
Evelyn Talbott
7/1/1992
TAX CLEARANCE --- MERGERS
MERGER DATE
-----------
#00173535 DON H. MUNGER & COMPANY, INC. ????
#00204858 FLEET STREET, LTD. 7/1/92
#00067874 ST LOUIS JANITOR SUPPLY CO. 7/1/92
#00289639 H. B. REAL ESTATE CORP. 7/1/92
#00364721 SHC ACQUISITION CO. ????
#F00284092 LOUISIANA & ARKANSAS RAILWAY COMPANY 7/6/92
#R00000596 MAYWOOD AND SUGAR CREEK RAILWAY COMPANY 7/6/92
-37-
SECRETARY OF STATE OF MISSOURI
Roy D. Blunt
merger
page 2
LOUISIANA & ARKANSAS RAILWAY COMPANY (#F00284092)
THE MAYWOOD AND SUGAR CREEK RAILWAY COMPANY (#R00000596)
FORT SMITH AND VAN BUREN RAILWAY COMPANY (An Arkansas corp not qualified)
THE ARKANSAS WESTERN RAILWAY COMPANY (An Arkansas corp not qualified)
THE KANSAS AND MISSOURI RAILWAY AND TERMINAL COMPANY (A Kansas corp not
qualified)
INTO:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY (#R00000513)
-38-
ARTICLES OF MERGER
Secretary of State,
State of Missouri,
Jefferson City, Missouri 65101
Pursuant to Section 351.447, Revised Statutes of Missouri, 1986, as
amended, of the General and Business Corporation Law of Missouri, the
undersigned corporations certify the following:
FIRST: That THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri
corporation; LOUISIANA & ARKANSAS RAILWAY COMPANY, a Delaware corporation; FORT
SMITH AND VAN BUREN RAILWAY COMPANY, an Arkansas corporation; THE ARKANSAS
WESTERN RAILWAY COMPANY, an Arkansas corporation; THE KANSAS AND MISSOURI
RAILWAY AND TERMINAL COMPANY, a Kansas corporation; and THE MAYWOOD AND SUGAR
CREEK RAILWAY COMPANY, a Missouri corporation hereinafter sometimes called the
"Constituent Corporations" are hereby merged and that the above-named THE KANSAS
CITY SOUTHERN RAILWAY COMPANY is the Surviving Corporation.
SECOND: That THE KANSAS CITY SOUTHERN RAILWAY COMPANY owns one
hundred (100%) per cent of the outstanding shares of stock, of all classes, of
each and all of the other Constituent Corporations.
THIRD: That, pursuant to R.S. MO., Section 351.447, the Board of
Directors of THE KANSAS CITY SOUTHERN RAILWAY COMPANY, by unanimous consent made
June 23, 1992, adopted the following resolutions approving the Plan of Merger
set forth in these articles:
"Resolved, that the Plan of Merger embodied in that certain
Agreement and Plan of Merger between this Corporation and
its wholly-owned subsidiary corporations: Fort Smith and Van
Burn Railway Company, an Arkansas Corporation; Louisiana &
Arkansas Railway Company, a Delaware Corporation; The
Arkansas Western Railway Company, an Arkansas corporation;
The Kansas and Missouri Railway and Terminal Company, a
Kansas corporation; and The Maywood and Sugar Creek Railway
Company, a Missouri corporation, a copy of which agreement
has been exhibited to each of the undersigned and ordered
attached to these consent minutes as an exhibit, and which
provides for the merger of the wholly-owned subsidiaries
into the Corporation and for the Corporation to be the
Surviving Corporation, be and the same is hereby approved
and adopted by the Board of Directors in all respects in the
form submitted."
"Resolved, further and for the purpose of complying with
Section 253 of the General Corporation Law of the State of
Delaware, that: the Corporation merge into itself its
subsidiary LOUISIANA & ARKANSAS RAILWAY COMPANY, a Delaware
corporation, and assume all of said
-39-
subsidiaries liabilities and obligations; that the President
and Secretary of this Corporation be and they hereby are
directed to make, execute and acknowledge a certificate of
ownership and merger, setting forth a copy of the resolution
to merge said LOUISIANA & ARKANSAS RAILWAY COMPANY into this
Corporation and to assume said subsidiary's liabilities and
obligations thereof and to file the same in the office of
the Secretary of the State of Delaware and a certified copy
thereof in the Office of the Recorder of Deeds of the County
of New Castle, State of Delaware; and that, in said
certificate of ownership and merger, the President of this
Corporation shall agree that the Corporation may be served
with process in Delaware in any proceeding for enforcement
of any obligation of LOUISIANA & ARKANSAS RAILWAY COMPANY
arising from the merger, including any suit or other
proceeding to enforce the right of any stockholders as
determined in appraisal proceedings pursuant to 8 Del.C.
Section 262, and shall irrevocably appoint the Secretary of
State of Delaware as its agent to accept service of process
in any such suit or other proceedings."
"Resolved, further and for the purpose of complying with
Section 17-6703 of the Kansas Statutes Annotated that: the
Corporation merge into itself its subsidiary THE KANSAS AND
MISSOURI RAILWAY AND TERMINAL COMPANY, a Kansas corporation,
and assume all of said subsidiaries liabilities and
obligations; that the President and Secretary of this
Corporation be and they hereby are directed to make, execute
and acknowledge a certificate of ownership and merger,
setting forth a copy of the resolution to merge said THE
KANSAS AND MISSOURI RAILWAY AND TERMINAL COMPANY into this
Corporation and to assume said subsidiary's liabilities and
obligations and to file the same in the office of the
Secretary of the State of Kansas and certified copy thereof
in the Office of the Register of Deeds of the County of
Wyandotte, State of Kansas; and that, in said certificate of
ownership and merger, the President of this Corporation
shall agree that the Corporation may be served with process
in Kansas in any proceeding for enforcement of any
obligation of THE KANSAS AND MISSOURI RAILWAY AND TERMINAL
COMPANY arising from the merger, including any suit or other
proceeding to enforce the right of any stockholders as
determined in appraisal proceedings pursuant to K.S.A.
Section 17-6712, and shall irrevocably appoint the Secretary
of State of Kansas as its agent to accept service of process
in any such suit or other proceedings."
"Resolved, further, that the officers of the Corporation are
hereby authorized and directed to execute said Agreement and
Plan of Merger, and to execute, deliver, and file all other
documents, to pay all expenses, and to take all other action
which they deem necessary and desirable to carry out the
Plan of Merger."
-40-
FOURTH: Plan of Merger. The Plan of Merger, as set forth in the
Agreement and Plan of Merger between the Constituent Corporations, is as
follows:
Louisiana & Arkansas Railway Company ("L&A"), Fort Smith and Van Buren
Railway Company ("FS&VB"), The Arkansas Western Railway Company ("^AW"), The
Kansas and Missouri Railway and Terminal Company (K&M"), and The Maywood and
Sugar Creek Railway Company ("MAYWOOD") shall be and hereby are merged into THE
KANSAS CITY SOUTHERN RAILWAY COMPANY ("KCSR"), which shall be the Surviving
Corporation, in the following mode and subject to the following terms and
conditions:
1. Name of the Surviving Corporation. The Surviving Corporation,
---------------------------------
from and after the effective date of the merger, shall be THE KANSAS CITY
SOUTHERN RAILWAY COMPANY, which shall continue its corporate existence under the
laws of the State of Missouri.
2. Office of the Surviving Corporation. The principal office of the
-----------------------------------
Surviving Corporation, KCSR, in the State of Missouri shall continue to be
located at 114 West 11th Street, in the city of Kansas City, County of Jackson,
State of Missouri. The name of it's resident agent in the State of Missouri is
C. T. Corporation System, whose address is 314 North Broadway, St. Louis,
Missouri 63102.
3. Purposes of the Surviving Corporation. The nature of the
-------------------------------------
business of the Surviving Corporation and the objects and purposes to be
transacted, promoted, or carried on by it shall be and remain and continue to be
those set forth in KCSR's "Articles of Incorporation" as they shall exist upon
the effective date of the merger until they shall be altered, amended, or
repealed as therein provided and in accordance with governing laws.
4. Capitalization of Surviving Corporation. The authorized capital
---------------------------------------
stock of the surviving corporation shall be and remain and continue to be that
in effect for KCSR under its "Articles of Incorporation" as they shall exist
upon the effective date of the merger, until altered or amended as therein
provided and in accordance with governing laws.
5. Bylaws of the Surviving Corporation. The Bylaws of KCSR, as they
-----------------------------------
shall exist upon the effective date of the merger, shall be and remain and
continue to be the Bylaws of the Surviving Corporation until they shall be
altered, amended, or repealed as therein provided and in accordance with
governing laws.
6. Directors and officers. (a) Persons who are directors of KCSR on
----------------------
the effective date of the merger shall be and remain and continue to be
directors of the Surviving Corporation; such directors shall hold office until
the first annual meeting of the shareholders of the Surviving Corporation after
the effective date of the merger and until their respective successors are
elected or appointed in the manner provided by the Bylaws thereof. If on the
effective date of the merger a vacancy shall exist in the Board of Directors of
the Surviving Corporation for any reason whatsoever, such vacancy may be filled
by the Board of Directors of the Surviving Corporation as provided in the Bylaws
of the Surviving Corporation.
(b) The first annual meeting of the shareholders of the Surviving
Corporation after the effective date of the merger shall be the annual meeting
provided for by the Bylaws thereof for the year 1992.
-41-
(c) All persons who, upon the effective date of the merger, shall be
executive or administrative officers of KCSR shall be and remain and continue to
be the officers of the Surviving Corporation, subject to the provisions of the
Bylaws of the Surviving Corporation. The Board of Directors or the President of
the Surviving Corporation may elect or appoint such additional officers as they
may determine, subject to the provisions of the Bylaws of the Surviving
Corporation.
(d) The officers and directors of the Surviving Corporation who will
serve as hereinabove set forth are as follows:
OFFICERS
--------
Landon H. Rowland Chairman of the Board
George W. Edwards, Jr. President and Chief Executive Officer
James B. Dehner Senior Vice President-Chief Operating Officer
Michael F. McClain Sr. Vice President - Marketing
Robert L. Brown II Senior Vice President Finance and Comptroller
Roland W. Comstock Senior Vice President - Administration
Richard P. Bruening Senior Vice President and General Counsel
Albert P. Mauro Vice President and Secretary
David W. Brookings Vice President and Chief Engineer
Phillip S. Brown Vice President - Governmental Affairs
Michael W. Hahn Vice President - Transportation
Robert L. Haley Vice President - Corporate Real Estate
Thomas D. Hobbs Vice President - Information Services
Walter W. Howland Vice President -Taxes
Derrell E. Johnson Vice President - Field Marketing
Adolph H. Nance Vice President - Human Resources
Henry H. Salisbury Vice President - Public Affairs
Edward S. Williams III Vice President - Industrial Department
W. James Wochner Vice President - Marketing
Anthony P. McCarthy Treasurer
Richard J. Gauert Assistant Comptroller
Sherry K. Cooper Assistant Secretary and Treasurer
Nancy Ince Assistant Secretary
DIRECTORS
---------
Landon H. Rowland
George W. Edwards, Jr.
Thomas A. McDonnell
Richard P. Bruening
James B. Dehner
Michael F. McClain
(e) The first regular meeting of the Board of Directors of the
Surviving Corporation after the effective date of the merger shall be held as
soon as practicable thereafter.
-42-
7. Effective date of merger. (a) For all purposes of the laws of
------------------------
the State of Delaware, this Agreement and Plan of Merger and the merger herein
provided for shall become effective and the separate existence of Louisiana &
Arkansas Railway Company, a Delaware corporation, except insofar as it may be
continued by statute, shall cease as soon as: this Agreement and Plan of Merger
shall have been adopted, approved, signed, and acknowledged in accordance with
the laws of the State of Delaware and certificates of its adoption and approval
shall have been executed in accordance with such laws; and a "Certificate of
Ownership and Merger" shall have been filed in the Office of the Secretary of
State of the State of Delaware and shall have been recorded in the office of the
Recorder of the County of New Castle, State of Delaware.
(b) For all purposes of the laws of the State of Arkansas this
Agreement and Plan of Merger and the merger herein provided for shall become
effective and the separate existences of Fort Smith and Van Buren Railway
Company and The Arkansas Western Railway Company, both Arkansas corporations,
except insofar as they may be continued by statute, shall cease as soon as: this
Agreement and Plan of Merger shall have been adopted, approved, signed, and
acknowledged in accordance with the laws of the State of Arkansas and
certificates of its adoption and approval shall have been executed in accordance
with such laws; and Articles of Merger shall have been filed in the Office of
the Secretary of State of the State of Arkansas.
(c) For all purposes of the laws of the State of Kansas, this
Agreement and Plan of Merger and the merger herein provided for shall become
effective and the separate existence of The Kansas and Missouri Railway Terminal
Company, except insofar as it may be continued by statute, shall cease as soon
as: this Agreement and Plan of Merger shall have been adopted, approved, signed,
and acknowledged in accordance with the laws of the State of Kansas and
certificates of its adoption and approval shall have been executed in accordance
with such laws; and a "Certificate of Ownership and Merger" shall have been
filed in the office of the Secretary of State of the State of Kansas and shall
have been recorded in the Office of the Register of Deeds of Wyandotte County,
Kansas.
(d) For all purpose of the laws of the State of Missouri this
Agreement and Plan of Merger and the merger herein provided for shall become
effective and the separate existence of the Maywood and Sugar Creek Railway
Company, a Missouri corporation, except insofar as it may be continued by
statute, shall cease as soon as: this Agreement and Plan of Merger shall have
been adopted, approved, signed, and acknowledged in accordance with the laws of
the State of Missouri and certificates of its adoption and approval shall have
been executed in accordance with such laws; and Articles of Merger shall have
been filed in the office of the Secretary of State of Missouri.
(e) The corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of KCSR shall continue unaffected and
unimpaired by the merger hereby provided for; and the corporate identities,
existences, purposes, powers, objects, franchises, rights, and immunities of
L&A, FS&VB, A&W, K&M and MAYWOOD shall be continued in and merged into KCSR and
KCSR shall be fully vested therewith.
-43-
(f) The date upon which this Agreement is filed in the offices
mentioned above and upon which the Constituent Corporations shall so become a
single corporation is the effective date of the merger.
(g) Notwithstanding the foregoing statements, the parties understand
that the merger herein provided for is subject to a grant of exemption from
prior approval by the Interstate Commerce Commission and that such exemption
could be rescinded. In the event such exemption is rescinded, this merger shall
be subject to the parties' obtaining prior approval thereof from the Interstate
Commerce Commission and, absent such approval, this Agreement and Plan of Merger
shall be null and void.
8. Stockholder's Waiver of Notice. Whereas the laws of the State of
------------------------------
Arkansas, governing "short form" mergers, requires that this Agreement and Plan
of Merger be mailed to the Shareholders of the subsidiary corporations thirty
(30) days prior to the filing of the Articles of Merger, subject, however, to
------- -------
those shareholder's waiving of such requirement, KCSR, as the sole shareholder
of each of the subsidiary Constituent Corporations shall and hereby does waive
such pre-filing notice requirement.
9. Conversion of shares. Immediately upon the effective date of the
--------------------
merger, the shares of stock of L&A, FS&VB, A&W, K&M and MAYWOOD issued and
outstanding in the name of KCST and the shares of stock of those corporations
which are held as treasury shares by them shall cease to exist and shall be
deemed canceled, retired, and eliminated, and no shares of common stock of the
Surviving Corporation shall be issued in respect thereof.
10. Effect of merger. Upon this merger becoming effective:
----------------
(a) The Surviving Corporation shall possess all the rights,
privileges, powers, and franchises as well of a public as of a private nature,
and shall be subject to all the restrictions, disabilities, obligations, and
duties of each of the Constituent Corporations, except as otherwise herein
provided, and except as otherwise provided by law;
(b) The Surviving Corporation shall be vested with all property,
real, personal, or mixed, and all debts due to the Constituent Corporations on
whatever account as well as all other things in action or belonging to the
Constituent Corporations; and
(c) All property, rights, privileges, powers, and franchises of the
Constituent Corporations shall be thereafter as effectually the property of the
Surviving Corporation as they were of the Constituent Corporations, but all
rights of creditors and all liens upon any property of any of the Constituent
Corporations shall be preserved unimpaired, limited in lien to the property
affected by such liens immediately prior to the effective date of the merger;
and all debts, liabilities, obligations, and duties of the Constituent
Corporations shall thenceforth attach to, and are hereby assumed by, the
Surviving Corporation and may be enforced against it to the same extent as if
such debts, liabilities, obligations, and duties had been incurred or contracted
by it.
11. Delivery of deeds and instruments. From time to time as and when
---------------------------------
requested by the Surviving Corporation or by its successors or assigns, each of
the Constituent Corporations shall execute and deliver, or cause to be executed
and delivered, all deeds and other instruments and shall take, or cause to be
taken, all such other and further actions as the
-44-
Surviving Corporation may deem necessary and desirable in order more fully to
vest in and confirm to the Surviving Corporation title to and possession of all
the property, rights, privileges, powers and franchises referred to in paragraph
9 hereof and otherwise to carry out the intent and purposes of this Agreement
and Plan of Merger. For the convenience of the parties and to facilitate the
filing and recording of this Agreement and Plan of Merger, any number of
counterparts hereof may be executed and each such executed counterpart shall be
deemed to be an original instrument.
12. Expenses of merger. The Surviving Corporation shall pay all
------------------
expenses of carrying this Agreement and Plan of Merger into effect and of
accomplishing the merger.
13. Capital and life of surviving corporation. The minimum amount of
-----------------------------------------
capital with which the Surviving Corporation shall commence business is $1,000.
The Surviving Corporation is to have perpetual existence.
14. Offices and place of meetings. both the stockholders and
-----------------------------
directors of the Surviving Corporation may hold their meetings and the Surviving
corporation may have an office or offices in such place or places outside the
State of Missouri as the Bylaws may provide and the surviving corporation may
keep its books outside the State of Missouri except as otherwise provided by
law.
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the aforementioned Constituent Corporations, as of the day and year
hereinafter acknowledged.
THE KANSAS CITY SOUTHERN
ATTEST: RAILWAY COMPANY
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- ---------------------------- --------------------------------
Asst Secretary Its President
LOUISANA & ARKANSAS
ATTEST: RAILWAY COMPANY
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- ---------------------------- --------------------------------
Asst Secretary Its President
FORT SMITH & VAN BUREN
ATTEST: RAILWAY COMPANY
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- ---------------------------- --------------------------------
Asst Secretary Its President
THE ARKANSAS AND WESTERN
-45-
ATTEST: RAILWAY COMPANY
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- ---------------------------- --------------------------------
Asst Secretary Its President
THE KANSAS AND MISSOURI
ATTEST: RAILWAY & TERMINAL
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- ---------------------------- --------------------------------
Asst Secretary Its President
THE MAYWOOD AND SUGAR CREEK
ATTEST: RAILWAY COMPANY
/s/ Sherry K. Cooper By /s/ George W. Edwards, Jr.
- ---------------------------- --------------------------------
Asst Secretary Its President
-46-
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
I, GEORGE W. EDWARDS, JR., being first duly sworn, state: that I am the
President of The Kansas City Southern Railway Company, Louisiana & Arkansas
Railway Company, Fort Smith and Van Buren Railway Company, The Arkansas Western
Railway Company, The Kansas and Missouri Railway and Terminal Company, and The
Maywood and Sugar Creek Railway Company; that I have executed the foregoing
"Articles of Merger", in duplicate original, and; that the facts therein set
forth are true.
/s/ George W. Edwards, Jr.
-----------------------------------
George W. Edwards, Jr.
Subscribed and sworn to before me this 29th day of June, 1992.
/s/ Sandra K. Kurtz
-----------------------------
Notary Public
My commission expires: Feb. 6, 1996
-47-
F.D. 32088; Exhibit 2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of June 23, 1992, between THE KANSAS
CITY SOUTHERN RAILWAY COMPANY ("KCSR"), a Missouri corporation; LOUISIANA &
ARKANSAS RAILWAY COMPANY ("L&A") , a Delaware corporation; FORT SMITH & VAN
BUREN RAILWAY COMPANY ("FS & VB"), an Arkansas corporation; THE ARKANSAS WESTERN
RAILWAY COMPANY ("A&W"), an Arkansas corporation; THE KANSAS AND MISSOURI
RAILWAY AND TERMINAL COMPANY ("K&M"), a Kansas corporation; and THE MAYWOOD AND
SUGAR CREEK RAILWAY COMPANY ("MAYWOOD"), a Missouri corporation; all six (6)
corporations having their principal offices in the State of Missouri at 114 West
11th Street, Kansas City, Missouri and being hereinafter sometimes collectively
called the Constituent Corporations.
WHEREAS, KCSR is a corporation duly organized and existing under the laws
of the State of Missouri, having been incorporated on March 1, 1900, and having
an authorized capital stock consisting of 10,140,060 shares, of which 10,140,000
shares are common stock and 60 shares are preferred, with both common and
preferred stock currently having no par value and of which stock, both common
and preferred, all outstanding shares are owned by Kansas City Southern
Industries, Inc. and none of which are outstanding in the hands of the public;
and
WHEREAS, L&A is a corporation duly organized and existing under the laws of
the State of Delaware, having been incorporated on July 7, 1928, and having an
authorized capital stock consisting of: 80,000 shares of $50 par value 6% prior
preferred, cumulative (of which 60,000 shares are outstanding); 40,000 shares of
$50 par value 6% preferred stock (of which 40,000 shares are outstanding);
29,724 shares of $50 par value 4% preferred stock (of which none is
outstanding); and 210,000 shares of no par common stock (of which 160,000 shares
are outstanding), all of which outstanding shares are owned by KCSR and none of
which are outstanding in the hands of the public; and
WHEREAS, FS&VB is a corporation duly organized and existing under the laws
of the State of Arkansas, having been incorporated on April 9, 1910 and having
an authorized capital stock consisting of 2,500 shares of $100 par value common
stock, of which 120 shares are outstanding, all of which outstanding shares are
owned by KCSR and none of which are outstanding in the hands of the public; and
WHEREAS, A&W is a corporation organized and existing under the laws of the
State of Arkansas, having been incorporated on May 13, 1904, and having an
authorized capital stock consisting of 30,000 shares of $100 par value common
stock, of which 650 shares are outstanding, all of which outstanding shares are
owned by KCSR and none of which are outstanding in the hands of the public; and
WHEREAS, K&M is a corporation organized and existing under the laws of the
State of Kansas, having been incorporated on November 15, 1922 and having
authorized capital stock consisting of: 10,000 shares of $100 par value
preferred (none of which is outstanding); 10,000 shares of $100 par value common
(none of which is outstanding); and 10,000 shares of
-48-
no par value common stock (of which 8,000 shares are outstanding) all of which
outstanding shares are owned by KCSR and none of which are outstanding in the
hands of the public; and
WHEREAS, MAYWOOD is a corporation organized and existing under the laws of
the State of Missouri, having been incorporated on March 22, 1904, and having an
authorized capital stock consisting of 300 shares of $100 par value common
stock, all of which are outstanding and owned by KCSR and none of which are
outstanding in the hands of the public; and
WHEREAS, KCSR and L&A currently conduct consolidated railroad common
carrier operations and FS&VB, A&W, K&M, and MAYWOOD do not currently conduct
independent railroad common carrier operations but, rather, those operations are
conducted by KCSR on behalf of those corporations; and
WHEREAS, the merger of the Constituent Corporations will benefit each of
them by eliminating multiple filing, reporting and record keeping to and for
various entities and, therefore, is consistent with those corporations' business
needs; and
WHEREAS, KCSR, the current owner of all the other corporations' outstanding
stock, upon merger and as the surviving corporation, will continue to possess a
continuing interest in the assets of the merged entity; and
WHEREAS, the Board of Directors of KCSR, the owner of 100% of the
outstanding shares of stock of the other Constituent Corporations and the
surviving corporation under this Agreement and Plan of Merger, deems it
advisable that these corporations merge and they have duly approved and
authorized the form of this Agreement and have adopted the Plan of Merger herein
set forth; and
WHEREAS, the laws of the States of Missouri, Delaware, Arkansas and Kansas
permit such parent-subsidiary, "short form" mergers and the Constituent
Corporations desire to merge under and pursuant to the provisions of the laws of
their respective States;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, it is agreed that L&A, F.S.&V.B.,
A&W, K&M, and MAYWOOD shall be and they hereby are merged into KCSR, which shall
be the Surviving Corporation, and the terms and conditions of such merger and
the mode of carrying it into effect are and shall be as follows:
1. Name of the Surviving Corporation. The Surviving Corporation, from and
---------------------------------
after the effective date of the merger, shall be THE KANSAS CITY SOUTHERN
RAILWAY COMPANY, which shall continue its corporate existence under the laws of
the State of Missouri.
2. Office of the Surviving Corporation. The principal office of the
-----------------------------------
Surviving Corporation, KCSR, in the State of Missouri shall continue to be
located at 114 West 11th Street, in the city of Kansas City, County of Jackson,
State of Missouri. The name of it's resident agent in the State of Missouri is
C. T. Corporation System, whose address is 314 North Broadway, St. Louis,
Missouri 63102.
-49-
3. Purposes of the Surviving Corporation. The nature of the business of
-------------------------------------
the Surviving Corporation and the objects and purposes to be transacted,
promoted, or carried on by it shall be and remain and continue to be those set
forth in KCSR's "Articles of Incorporation" as they shall exist upon the
effective date of the merger until they shall be altered, amended, or repealed
as therein provided and in accordance with governing laws.
4. Capitalization of Surviving Corporation. The authorized capital stock
---------------------------------------
of the surviving corporation shall be and remain and continue to be that in
effect for KCSR under its "Articles of Incorporation" as they shall exist upon
the effective date of the merger, until altered or amended as therein provided
and in accordance with governing laws.
5. Bylaws of the Surviving Corporation. The Bylaws of KCSR, as they shall
-----------------------------------
exist upon the effective date of the merger, shall be and remain and continue to
be the Bylaws of the Surviving Corporation until they shall be altered, amended,
or repealed as therein provided and in accordance with governing laws.
6. Directors and officers. (a) Persons who are directors of KCSR on the
----------------------
effective date of the merger shall be and remain and continue to be directors of
the Surviving Corporation; such directors shall hold office until the first
annual meeting of the shareholders of the Surviving Corporation after the
effective date of the merger and until their respective successors are elected
or appointed in the manner provided by the Bylaws thereof. If on the effective
date of the merger a vacancy shall exist in the Board of Directors of the
Surviving Corporation for any reason whatsoever, such vacancy may be filled by
the Board of Directors of the Surviving Corporation as provided in the Bylaws of
the Surviving Corporation.
(b) The first annual meeting of the shareholders of the Surviving
Corporation after the effective date of the merger shall be the annual meeting
provided for by the Bylaws thereof for the year 1992.
(c) All persons who, upon the effective date of the merger, shall be
executive or administrative officers of KCSR shall be and remain and continue to
be the officers of the Surviving Corporation, subject to the provisions of the
Bylaws of the Surviving Corporation. The Board of Directors or the President of
the Surviving Corporation may elect or appoint such additional officers as they
may determine, subject to the provisions of the Bylaws of the Surviving
Corporation.
(d) The officers and directors of the Surviving Corporation who will serve
as hereinabove set forth are as follows:
OFFICERS
--------
Landon H. Rowland Chairman of the Board
George W. Edwards, Jr. President and Chief Executive Officer
James B. Dehner Senior Vice President-Chief Operating Officer
Michael F. McClain Sr. Vice President - Marketing
Robert L. Brown II Senior Vice President Finance and Comptroller
Roland W. Comstock Senior Vice President - Administration
Richard P. Bruening Senior Vice President and General Counsel
-50-
Albert P. Mauro Vice President and Secretary
David W. Brookings Vice President and Chief Engineer
Phillip S. Brown Vice President - Governmental Affairs
Michael W. Hahn Vice President - Transportation
Robert L. Haley Vice President - Corporate Real Estate
Thomas D. Hobbs Vice President - Information Services
Walter W. Howland Vice President-Taxes
Derrell E. Johnson Vice President-Field Marketing
Adolph H. Nance Vice President-Human Resources
Henry H. Salisbury Vice President-Public Affairs
Edward S. Williams III Vice President - Industrial Department
W. James Wochner Vice President - Marketing
Anthony P. McCarthy Treasurer
Richard J. Gauert Assistant Comptroller
Sherry K. Cooper Assistant Secretary and Treasurer
Nancy Ince Assistant Secretary
DIRECTORS
---------
Landon H. Rowland
George W. Edwards, Jr.
Thomas A. McDonnell
Richard P. Bruening
James B. Dehner
Michael F. McClain
(e) The first regular meeting of the Board of Directors of the Surviving
Corporation after the effective date of the merger shall be held as soon as
practicable thereafter.
7. Effective date of merger. (a) For all purposes of the laws of the
------------------------
State of Delaware, this Agreement and Plan of Merger and the merger herein
provided for shall become effective and the separate existence of Louisiana &
Arkansas Railway Company, a Delaware corporation, except insofar as it may be
continued by statute, shall cease as soon as: this Agreement and Plan of Merger
shall have been adopted, approved, signed, and acknowledged in accordance with
the laws of the State of Delaware and certificates of its adoption and approval
shall have been executed in accordance with such laws; and a "Certificate of
Ownership and Merger" shall have been filed in the Office of the Secretary of
State of the State of Delaware and shall have been recorded in the office of the
Recorder of the County of New Castle, State of Delaware.
(b) For all purposes of the laws of the State of Arkansas this Agreement
and Plan of Merger and the merger herein provided for shall become effective and
the separate existences of Fort Smith and Van Buren Railway Company and The
Arkansas Western Railway Company, both Arkansas corporations, except insofar as
they may be continued by statute, shall cease as soon as: this Agreement and
Plan of Merger shall have been adopted, approved, signed, and acknowledged in
accordance with the laws of the State of Arkansas and certificates of its
adoption and approval shall have been executed in accordance with such laws; and
Articles of Merger shall have been filed in the Office of the Secretary of State
of the State of Arkansas.
-51-
(c) For all purposes of the laws of the State of Kansas, this Agreement and
Plan of Merger and the merger herein provided for shall become effective and the
separate existence of The Kansas and Missouri Railway Terminal Company, except
insofar as it may be continued by statute, shall cease as soon as: this
Agreement and Plan of Merger shall have been adopted, approved, signed, and
acknowledged in accordance with the laws of the State of Kansas and certificates
of its adoption and approval shall have been executed in accordance with such
laws; and a "Certificate of Ownership and Merger" shall have been filed in the
Office of the Secretary of State of the State of Kansas and shall have been
recorded in the office of the Register of Deeds of Wyandotte County, Kansas.
(d) For all purpose of the laws of the State of Missouri this Agreement and
Plan of Merger and the merger herein provided for shall become effective and the
separate existence of the Maywood and Sugar Creek Railway Company, a Missouri
corporation, except insofar as it may be continued by statute, shall cease as
soon as: this Agreement and Plan of Merger shall have been adopted, approved,
signed, and acknowledged in accordance with the laws of the State of Missouri
and certificates of its adoption and approval shall have been executed in
accordance with such laws; and Articles of Merger shall have been filed in the
office of the Secretary of State of Missouri.
(e) The corporate identity, existence, purposes, powers, objects,
franchises, rights, and immunities of KCSR shall continue unaffected and
unimpaired by the merger hereby provided for; and the corporate identities,
existences, purposes, powers, objects, franchises, rights, and immunities of
L&A, FS&VB, A&W, K&M and MAYWOOD shall be continued in and merged into KCSR and
KCSR shall be fully vested therewith.
(f) The date upon which this Agreement is filed in the offices mentioned
above and upon which the Constituent Corporations shall so become a single
corporation is the effective date of the merger.
(g) Notwithstanding the foregoing statements, the parties understand that
the merger herein provided for is subject to a grant of exemption from prior
approval by the Interstate Commerce Commission and that such exemption could be
rescinded. In the event such exemption is rescinded, this merger shall be
subject to the parties' obtaining prior approval thereof from the Interstate
Commerce Commission and, absent such approval, this Agreement and Plan of Merger
shall be null and void.
8. Stockholder's Waiver of Notice. Whereas the laws of the State of
------------------------------
Arkansas, governing "short form" mergers, requires that this Agreement and Plan
of Merger be mailed to the Shareholders of the subsidiary corporations thirty
(30) days prior to the filing of the Articles of Merger, subject, however, to
------- -------
those shareholder's waiving of such requirement, KCSR, as the sole shareholder
of each of the subsidiary Constituent Corporations shall and hereby does waiver
such pre-filing notice requirement.
9. Conversion of shares. Immediately upon the effective date of the
--------------------
merger, the shares of stock of L&A, FS&VB, A&W, K&M and MAYWOOD issued and
outstanding in the name of KCST and the shares of stock of those corporations
which are held as treasury
-52-
shares by them shall cease to exist and shall be deemed canceled, retired, and
eliminated, and no shares of common stock of the Surviving Corporation shall be
issued in respect thereof.
10. Effect of merger. Upon this merger becoming effective:
----------------
(a) The Surviving Corporation shall possess all the rights, privileges,
powers, and franchises as well of a public as of a private nature, and shall be
subject to all the restrictions, disabilities, obligations, and duties of each
of the Constituent Corporations, except as otherwise herein provided, and except
as otherwise provided by law;
(b) The Surviving Corporation shall be vested with all property, real,
personal, or mixed, and all debts due to the Constituent Corporations on
whatever account as well as all other things in action or belonging to the
Constituent Corporations; and
(c) All property, rights, privileges, powers, and franchises of the
Constituent Corporations shall be thereafter as effectually the property of the
Surviving Corporation as they were of the Constituent Corporations, but all
rights of creditors and all liens upon any property of any of the Constituent
Corporations shall be preserved unimpaired, limited in lien to the property
affected by such liens immediately prior to the effective date of the merger;
and all debts, liabilities, obligations, and duties of the Constituent
Corporations shall thenceforth attach to, and are hereby assumed by, the
Surviving Corporation and may be enforced against it to the same extent as if
such debts, liabilities, obligations, and duties had been incurred or contracted
by it.
11. Delivery of deeds and instruments. From time to time as and when
---------------------------------
requested by the Surviving Corporation or by its successors or assigns, each of
the Constituent Corporations shall execute and deliver, or cause to be executed
and delivered, all deeds and other instruments and shall take, or cause to be
taken, all such other and further actions as the Surviving Corporation may deem
necessary and desirable in order more fully to vest in and confirm to the
Surviving Corporation title to and possession of all the property, rights,
privileges, powers and franchises referred to in paragraph 9 hereof and
otherwise to carry out the intent and purposes of this Agreement and Plan of
Merger. For the convenience of the parties and to facilitate the filing and
recording of this Agreement and Plan of Merger, any number of counterparts
hereof may be executed and each such executed counterpart shall be deemed to be
an original instrument.
12. Expenses of merger. The Surviving Corporation shall pay all expenses
------------------
of carrying this Agreement and Plan of Merger into effect and of accomplishing
the merger.
13. Capital and life of surviving corporation. The minimum amount of
-----------------------------------------
capital with which the Surviving Corporation shall commence business is $1,000.
The Surviving Corporation is to have perpetual existence.
14. Offices and place of meetings. both the stockholders and directors of
-----------------------------
the Surviving Corporation may hold their meetings and the Surviving Corporation
may have an office or offices in such place or places outside the State of
Missouri as the Bylaws may provide and the Surviving Corporation may keep its
books outside the State of Missouri except as otherwise provided by law.
-53-
IN WITNESS WHEREOF, each of the Constituent Corporations have caused
this Agreement and Plan of Merger to be signed in its corporate name by its
President and its corporate seal to be hereunto affixed and attested by its
Secretary, and all of the directors of KCSR have hereunto set their hands under
its corporate seal, attested by its Secretary all as of the day and year first
above written.
THE KANSAS CITY SOUTHERN
ATTEST: RAILWAY COMPANY
/s/ Albert Mauro By /s/ George W. Edwards, Jr.
- -------------------------- ---------------------------------
Secretary Its President
LOUISANA & ARKANSAS
ATTEST: RAILWAY COMPANY
/s/ Albert Mauro By /s/ George W. Edwards, Jr.
- -------------------------- --------------------------------
Secretary Its President
FORT SMITH & VAN BUREN
ATTEST: RAILWAY COMPANY
/s/ Albert Mauro By /s/ George W. Edwards, Jr.
- -------------------------- --------------------------------
Secretary Its President
THE ARKANSAS AND WESTERN
ATTEST: RAILWAY COMPANY
/s/ Albert Mauro By /s/ George W. Edwards, Jr.
- -------------------------- --------------------------------
Secretary Its President
THE KANSAS AND MISSOURI
ATTEST: RAILWAY & TERMINAL COMPANY
/s/ Albert Mauro By /s/ George W. Edwards, Jr.
- -------------------------- --------------------------------
Secretary Its President
THE MAYWOOD AND SUGAR CREEK
ATTEST: RAILWAY COMPANY
/s/ Albert Mauro By /s/ George W. Edwards, Jr.
- -------------------------- --------------------------------
Secretary Its President
-54-
/s/ Landon H. Rowland
-----------------------------------
Landon H. Rowland
/s/ George W. Edwards, Jr.
-----------------------------------
George W. Edwards, Jr.
/s/ Thomas A. McDonnell
-----------------------------------
Thomas A. McDonnell
/s/ Richard P. Bruening
-----------------------------------
Richard P. Bruening
/s/ James B. Dehner
-----------------------------------
James B. Dehner
/s/ Michael F. McClain
-----------------------------------
Michael F. McClain
All of the Directors of The Kansas City
Southern Railway Company
ATTEST:
/s/ Albert Mauro
- -----------------------------
Secretary
-55-
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify
that THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation organized under the
----------------------------------------
Laws of Missouri, has delivered to me and that I have filed its Certificate of
Amendment of its Articles of Incorporation; that said Corporation has in all
respects complied with the requirements of law governing the Amendment of
Articles of Incorporation and that said Articles are amended in accordance
therewith.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do
hereby certify that I have filed said Certificate of Amendment as provided by
law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.
IN TESTIMONY WHEREOF, I
hereunto set my hand and
affix the GREAT SEAL of the
State of Missouri. Done at
the City of Jefferson, this
26th day of March, 1991.
/s/ Roy D. Blunt
---------------------------
Secretary of State
-56-
AMENDMENT OF ARTICLES OF ASSOCIATION
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The present name of the Corporation is THE KANSAS CITY SOUTHERN
RAILWAY COMPANY.
(2) An amendment to the Corporation's Articles of Association was adopted
by the sole shareholder on March 21, 1991.
(3) Article Number SEVENTH is amended to read as follows:
SEVENTH: The Board of Directors of the Company shall consist of six
(6) persons.
(4) Of the 9,840,057 shares outstanding 9,840,057 of such shares were
entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
----- ----------------------------
Preferred 57
Common 9,840,000
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
----- ------------- -----------------
Preferred 57 -0-
-57-
Common 9,840,000 -0-
IN WITNESS WHEREOF, the undersigned, Robert E. Zimmerman, Senior Vice
President, has executed this instrument and its Assistant Secretary has affixed
its corporate seal hereto and attached said seal on the 22nd day of March, 1991.
THE KANSAS CITY SOUTHERN
RAILWAY COMPANY
ATTEST: By /s/ Robert E. Zimmerman
-------------------------------
Robert E. Zimmerman
Senior Vice President
/s/ Sherry K. Cooper
- -----------------------------
Sherry K. Cooper
Assistant Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Dennis C. Woolard, a Notary Public, do hereby certify that on this
-----------------
22nd day of March, 1991, personally appeared before me Robert E. Zimmerman who,
being by me first duly sworn, declared that he is the Senior Vice President of
The Kansas City Southern Railway Company, that he signed the foregoing document
as Senior Vice President of the corporation, and that the statements therein
contained are true.
/s/ Dennis C. Woolard
---------------------------
Notary Public
My commission Expires: April 22, 1991
-58-
No. R00000513
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify
that THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation organized under the
----------------------------------------
Laws of Missouri, has delivered to me and that I have filed its Certificate of
Amendment of its Articles of Incorporation; that said Corporation has in all
respects complied with the requirements of law governing the Amendment of
Articles of Incorporation and that said Articles are amended in accordance
therewith.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do
hereby certify that I have filed said Certificate of Amendment as provided by
law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set
my hand and affix the GREAT SEAL of
the State of Missouri. Done at the
City of Jefferson, this 3rd day of
---
August, 1990.
------
/s/ Roy D. Blunt
----------------------------------
Secretary of State
-59-
AMENDMENT OF ARTICLES OF ASSOCIATION
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporation certifies the following:
(1) The present name of the Corporation is THE KANSAS CITY SOUTHERN
RAILWAY COMPANY.
(2) An amendment to the Corporation's Articles of Association was adopted
by the sole shareholder on July 26, 1990.
(3) Article Number SEVENTH is amended to read as follows:
SEVENTH: The Board of Directors of the Company shall consist of five
(5) persons.
(4) Of the 9,840,057 shares outstanding, 9,840,057 of such shares were
entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
----- ----------------------------
Preferred 57
Common 9,840,000
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
----- ------------- -----------------
Preferred 57 -0-
-60-
Common 9,840,000 -0
IN WITNESS WHEREOF, the undersigned, Robert E. Zimmerman, Senior Vice
President, has executed this instrument and its Assistant Secretary has affixed
its corporate seal hereto and attached said seal on the 1st day of August, 1990.
THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
ATTEST: By /s/ Robert E. Zimmerman
-------------------------------------
Robert E. Zimmerman
Senior Vice President
/s/ Sherry K. Cooper
- -----------------------------
Sherry K. Cooper
Assistant Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
I, Irene Paulhe, a Notary Public, do hereby certify that on this 1st day of
August, 1990, personally appeared before me Robert E. Zimmerman who, being by me
first duly sworn, declared that he is the Senior Vice President of The Kansas
City Southern Railway Company, that he signed the foregoing document as Senior
Vice President of the corporation, and that the statements therein contained are
true.
/s/ Irene Paulhe
----------------------------------
Notary Public
My commission expires March 22, 1991
-61-
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Statement of Change of Business Office
of a Registered Agent
of a Foreign or Domestic Corporation
- ------------------------------------------------------------------------------
INSTRUCTIONS
There is a $5.00 fee for filing this statement. It must be filed in
DUPLICATE for the corporation listed in the statement. All copies must be signed
and notarized. The registered agent should sign in his individual name, unless
the registered agent is a corporation, in which case the statement shall be
executed by its president or vice president and verified by him, sealed with the
corporate seal and attested by its secretary or an assistant secretary.
Make check payable to "Director of Revenue."
This form is for use by a registered agent ONLY.
- ------------------------------------------------------------------------------
To: SECRETARY OF STATE
P.O. Box 778 Charter No. R00000513
Jefferson City, Missouri 65102
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act of Missouri," represents that:
1. The name of the corporation (in Missouri) is THE KANSAS CITY SOUTHERN
------------------------
RAILWAY COMPANY.
---------------
2. The name of this registered agent is C T CORPORATION SYSTEM.
3. The address, including street number, if any, of the PRESENT business
office of the registered agent is 314 North Broadway, St. Louis, Missouri
---------------------------------------
63102.
-----
4. The address, including street number, if any, of the business office of the
registered agent is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri
-------------------------------------
63101.
-----
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report to
be executed this ____ day of __________, 19 .
__________________________________
Signature of Registered Agent
State of ___________________ )
) ss
-62-
County of _____________ )
On this _____ day of ______________ , in the year 19 _________, before me, _____
______________ a Notary Public in and for said state, personally appeared
_________________________________ known to me to be the person who executed the
within Statement of Change of Business Office and acknowledged to me that
________________________ executed the same for the purposes therein stated.
(Notarial Seal) ________________________________
Notary Public
My commission expires__________
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its ASSISTANT VICE-PRESIDENT, attested by its SECRETARY
or ASSISTANT SECRETARY this 14th day of January, 1988.
C T CORPORATION SYSTEM
----------------------------------
Name of Corporation
By /s/ Russell C. Edwards
-------------------------------
Assistant Vice-President
Attest:
/s/
- ------------------------------------
Assistant Secretary
State of New York )
) ss
County of New York )
On this 14th day of January, in the year 1988, before me, Regina Dunn, a Notary
Public in and for said state, personally appeared Russell C. Edwards, Assistant
Vice President, C T Corporation System known to me to be the person who executed
the within Statement of Change of Business Office in behalf of said corporation
and acknowledged to me that he executed the same for the purposes therein
stated.
(Notarial Seal) /s/ Regina M. Dunn
------------------------------------
Notary Public
My commission expires March 30, 1988
--------------
-63-
No. R00000513
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Certificate of Amendment
WHEREAS, THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation organized under
----------------------------------------
the General and Business Corporation Law has delivered to me a Certificate of
Amendment of its Articles of Incorporation and has in all respects complied with
the requirements of law governing the amendment of Articles of Incorporation
under The General and Business Corporation Law.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do
hereby certify that I have filed said Certificate of Amendment as provided by
law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.
IN TESTIMONY WHEREOF, I hereunto set
my hand and affix the GREAT SEAL of
the State of Missouri. Done at the
City of Jefferson, this 14th day of
October , 1987.
(SEAL)
/s/ Roy D. Blunt
-----------------------------------
Secretary of State
Fee $ 5,090.00
----------
-64-
AMENDMENT OF ARTICLES OF INCORPORATION
HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is THE KANSAS CITY SOUTHERN RAILWAY
COMPANY.
(2) An amendment to Articles SIXTH and SEVENTH of the Corporation's
Articles of Association was adopted by the sole shareholder on September 25,
1987, to read as set forth below:
SIXTH: The amount of capital stock of said Company is 10,140,060
shares, divided into 60 shares of Preferred stock of the par value of
$350,000 per share and 10,140,000 shares of Common stock without par value.
No fractional shares or scrip in lieu thereof shall be issued.
The amount of the capital of said Company is at least equal to the sum
of:
(a) $21,000,000 in respect to 60 shares of Preferred stock of the par
value of $350,000 each, plus
(b) $36,504,000 in respect of 10,140,000 shares of Common stock
without par value, plus
(c) such amounts as from time to time by resolution of the Board of
Directors may be transferred thereto.
The holders of the Preferred stock shall be entitled to receive the
net earnings of the Company dividends thereon up to but not exceeding the
rate of Four per cent per annum, as the same may be ascertained and
determined by the Directors, and in their discretion declared, before any
dividends shall be declared or paid upon the Common stock for the same
period, but such dividends on the Preferred stock shall not be cumulative,
nor shall the Preferred stock during such period be entitled to participate
in any other or additional earnings or profits, but such additional
earnings or profits may be
-65-
subject to application by the Directors to dividends upon the Common stock
or other uses of the Company, as they may determine.
In case of liquidation or dissolution of the Company, the holders of
Preferred stock shall be entitled to receive payment to the amount of the
par value thereof before any payment or liquidation is made upon Common
stock, and shall not thereafter participate further in the property of the
Company or the proceeds of the sale thereof.
SEVENTH: The Board of Directors of the Corporation shall consist of
six (6) persons.
(3) Of the 549 shares issued and outstanding, 549 of such shares were
--- ---
entitled to vote on such amendment.
(4) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
Common 492 - 0 -
Preferred 57 - 0 -
(5) 507 shares of authorized common stock, without par value, will be
increased to 10,140,000 shares of authorized common stock and the 492 shares of
issued and outstanding common stock and the 15 shares of common stock held in
treasury will be split on the basis of 20,000 newly authorized shares for each
share so issued.
IN WITNESS WHEREOF, the undersigned, Robert E. Zimmerman, Senior Vice
President, has executed this instrument and its Assistant Secretary has affixed
its corporate seal hereto and attested said seal on the 6th day of October,
1987.
THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
-66-
ATTEST:
/s/ Sherry K. Cooper By /s/ Robert E. Zimmerman
- ------------------------------------ -------------------------------
Asst. Secretary Senior Vice President
STATE OF MISSOURI )
) SS.
County of Jackson )
I, Irene Paulhe, a notary public, do hereby certify that on this 6th day of
October, 1987, personally appeared before me Robert E. Zimmerman, who, being by
me first duly sworn, declared that he is the Senior Vice President of The Kansas
City Southern Railway Company, that he signed the foregoing document as Senior
Vice President of the corporation and that the statements therein contained are
true.
/s/ Irene Paulhe
---------------------------------
Notary Public
My commission expires March 22, 1991.
-67-
No. R00000513
STATE OF MISSOURI
ROY D. BLUNT, Secretary of State
CORPORATION DIVISION
Certificate of Amendment
I, ROY D. BLUNT, Secretary of State of the State of Missouri, do hereby certify
that THE KANSAS CITY SOUTHERN RAILWAY COMPANY a corporation organized under the
----------------------------------------
Laws of Missouri, has delivered to me and that I have filed its Certificate of
Amendment of its Articles of Incorporation; that said Corporation has in all
respects complied with the requirements of law governing the Amendment of
Articles of Incorporation and that said Articles are amended in accordance
therewith.
NOW, THEREFORE, I, ROY D. BLUNT, Secretary of State of the State of Missouri, do
hereby certify that I have filed said Certificate of Amendment as provided by
law, and that the Articles of Incorporation of said corporation are amended in
accordance therewith.
IN WITNESS WHEREOF, I hereunto set
my hand and affix the GREAT SEAL of
the State of Missouri, Done at the
City of Jefferson, this 6th day of
March , 1987.
(SEAL)
/s/ Roy D. Blunt
------------------------------------
Secretary of State
RECEIVED OF: THE KANSAS CITY SOUTHERN RAILWAY COMPANY
----------------------------------------
TWENTY DOLLARS-------------------------------------------------Dollars, $ 20.00
- --------------------------------------------------------------- -----
For Credit of General Revenue Fund, on Account of Incorporation Tax and Fee.
No. R00000513
-68-
State of Missouri . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State
Amendment of Articles of Association
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is THE KANSAS CITY SOUTHERN RAILWAY
--------------------------------
COMPANY.
- -------
The name under which it was originally organized was THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY.
- ------------------------
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on March 2, 1987, adding new article TENTH thereof,
to read as follows:
TENTH: (1) The corporation shall indemnify each of its Directors,
and Officers to the full extent specified by Section 351.355
of the Revised Statutes of Missouri as amended from time to
time, (the "Indemnification Statute") and, in addition,
shall indemnify each of them against all expenses (including
without limitation all attorneys' fees, judgments, fines and
amounts paid in settlement) incurred by any of them in
connection with any claim (including without limitation any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and
whether or not by or in the right of the corporation) by
reason of the fact that they are or were serving the
corporation or at the request of the corporation in any of
the capacities referred to in the Indemnification Statute or
arising out of their status in any such capacity, provided
that the corporation shall not indemnify any person from or
on account of such person's conduct
-69-
which was finally adjudged to have been knowing fraudulent,
deliberately dishonest or willful misconduct.
(2) The corporation may, to such extent as it deems appropriate and
may be permitted by the Indemnification Statute, indemnify any other
person referred to in the Indemnification Statute against any such
expenses incurred by him in connection with any such claim by reason
of the fact that they are or were serving the corporation or at the
request of the corporation in any of such capacities or arising out of
their status in any such capacity.
(3) The corporation is authorized to give or supplement any of the
aforesaid indemnifications by by-law, agreement or otherwise and fund
them by insurance to the extent it deems appropriate. Amounts to be
paid under this Article shall be disbursed at such times and upon such
procedures as the corporation shall determine. All such
indemnifications shall continue as to any person who has ceased to
serve in any of the aforesaid capacities and shall inure to the
benefit of the heirs, devisees and personal representatives of such
person. Indemnification given under said Section (1) or given or
supplemented under this Section (3) of this Article Tenth shall
survive elimination or modification of this Article with respect to
any such expenses incurred in connection with claims arising out of
the acts or omissions occurring prior to such elimination or
modification and persons to who such indemnification is given shall be
entitled to rely upon such indemnification as a contract with the
corporation.
(4) Of the 549 shares outstanding, 549 of such shares were entitled to vote
--- ---
on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of
Outstanding Shares
Common 492
Preferred 57
(5) The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Common 492 - 0 -
-70-
Preferred 57 - 0 -
(6) If the amendment changed the number or par value of authorized shares
having a par value the amount in dollars of authorized shares having a par value
as changed is:
NOT APPLICABLE
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
NOT APPLICABLE
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
NOT APPLICABLE
IN WITNESS WHEREOF, the undersigned, ROBERT E. ZIMMERMAN has executed this
instrument and its Assistant Secretary has affixed its corporate seal hereto and
attested said seal on the 3rd day of March, 1987.
THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
--------------------------------
(Name of Corporation)
-71-
ATTEST:
/s/ Sherry K. Cooper By /s/ Robert E. Zimmerman
- -------------------------------- ----------------------------------
(Asst. Secretary) (Senior Vice President)
STATE OF MISSOURI )
) SS
County of Jackson )
I, Irene Paulhe, a notary public, do hereby certify that on this 3rd day of
March, 1987, personally appeared before me Robert E. Zimmerman, who, being by me
first duly sworn, declared that he is the Senior Vice President of THE KANSAS
CITY SOUTHERN RAILWAY COMPANY that he signed the foregoing document as Senior
Vice President of the corporation, and that the statements therein contained are
true.
/s/ Irene Paulhe
----------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires March 22, 1987
-72-
MISSOURI
Secretary of State
CORPORATION DIVISION
Statement of Change of Registered Agent or
Registered Office by Foreign or Domestic Corporations
- --------------------------------------------------------------------------------
INSTRUCTIONS
There is a $3.00 fee for filing this statement. It must be filed in
DUPLICATE.
The statement should be sealed with the corporate seal. If it does not have
a seal, write "no seal" where the seal would otherwise appear.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the business address
of the agent must be the same. The corporation cannot act as its own registered
agent.
Any subsequent change in the registered office or agent must be immediately
reported to the Secretary of State. These forms are available upon request from
the Office of the Secretary of State.
- --------------------------------------------------------------------------------
To: SECRETARY OF STATE
P.O. Box 778 Charter No. R-513
Jefferson City, Missouri 65102
The undersigned corporation, organized and existing under the laws of
the State of Missouri for the purpose of changing its registered agent or its
registered office, or both, in Missouri as provided by the provisions of "The
General and Business Corporation Act of Missouri," represents that:
1. The name of the corporation is THE KANSAS CITY SOUTHERN RAILWAY COMPANY.
----------------------------------------
2. The name of its PRESENT registered agent (before change) is V.C.
Pragman.
3. The name of the new registered agent is C T CORPORATION SYSTEM.
----------------------
4. The address, including street number, if any, of its PRESENT registered
office (before change) is 114 West 11th, Kansas City, Missouri 64105.
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO 314 North Broadway, St. Louis, Missouri
------------------------------------------
63102.
-----
6. The address of its registered office and the address of the business
office of its registered agent, as changed will be identical.
7. Such change was authorized by resolution duly adopted by the board of
directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this report
to be executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 21st day of August, 1985.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
----------------------------------------
(Name of Corporation)
-73-
(Corporate Seal) By /s/ Donald L. Graf
If no seal, state "none" ----------------------------------
Donald L. Graf
Attest:
/s/ Sherry K. Cooper
- ------------------------------------
(Assistant Secretary)
Sherry K. Cooper
STATE OF MISSOURI )
) ss
County of Jackson )
I, Irene Paulhe, a Notary Public, do hereby certify that on this 21st
day of August, 1985, personally appeared before me Donald L. Graf who declares
he is Vice-President of the corporation, executing the foregoing document, and
being first duly sworn, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Irene Paulhe
-------------------------------
Notary Public
(NOTARIAL SEAL)
My commission expires March 22, 1987
-74-
No. R00000513
STATE OF MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
Corporation Division
CERTIFICATE OF AMENDMENT
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby
certify that THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation organized
----------------------------------------
under the Laws of Missouri, has delivered to me and that I have filed its
Certificate of Amendment of its Articles of Incorporation; that said Corporation
has in all respects complied with the requirements of law governing the
Amendment of Articles of Incorporation and that said Articles are amended in
accordance therewith.
IN WITNESS WHEREOF, I hereunto set
my hand and affixed the Great Seal
of the State of Missouri, at the
City of Jefferson, this 26th day of
----
November, A. D. 1984.
--------
/s/ James C. Kirkpatrick
------------------------------------
Secretary of State
------------------------------------
Deputy Secretary of State
RECEIVED OF: THE KANSAS CITY SOUTHERN RAILWAY COMPANY
----------------------------------------
Fifteen dollars and no/1.00----------------------------------------Dollars,
- -------------------------------------------------------------------
$ 15.00 For Credit of General Revenue Fund, on Account of Amendment Fee.
-------
/s/ Dorothymae Miller
------------------------------------
Deputy Collector of Revenue
-75-
State of Missouri . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is THE KANSAS CITY SOUTHERN RAILWAY
COMPANY.
The name under which it was originally organized was THE KANSAS CITY
SOUTHERN RAILWAY COMPANY.
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on November 19, 1984.
(3) Article #Seventh is amended to read as follows:
SEVENTH: The Board of Directors of the Corporation shall consist
of five (5) persons.
(4) Of the 549 shares issued and outstanding, 549 of such shares were
--- ---
entitled to vote on such amendment.
-76-
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of
Outstanding Shares
Common 492
Preferred 57
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
Common 492 - 0 -
Preferred 57 - 0 -
(6) If the amendment changed the number or par value of authorized shares
having a par value the amount in dollars of authorized shares having a par value
as changed is:
Not Applicable
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
Not Applicable
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
-77-
Not Applicable
IN WITNESS WHEREOF, the undersigned, ROBERT E. ZIMMERMAN has executed
this instrument and its Assistant Secretary has affixed its corporate seal
hereto and attested said seal on the 20th day of November, 1984.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
----------------------------------------
(Name of Corporation)
ATTEST:
/s/ Sherry K. Cooper By /s/ Robert E. Zimmerman
- ------------------------------------- ---------------------------------
(Asst. Secretary) (Vice President)
SHERRY K. COOPER ROBERT E. ZIMMERMAN
STATE OF MISSOURI )
) ss.
County of Jackson )
I, IRENE PAULHE, a notary public, do hereby certify that on this 20th
day of November, 1984, personally appeared before me ROBERT E. ZIMMERMAN, who,
being by me first duly sworn, declared that he is the Vice President of THE
KANSAS CITY SOUTHERN RAILWAY COMPANY that he signed the foregoing document as
Vice President of the corporation, and that the statements therein contained are
true.
/s/ Irene Paulhe
---------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires March 22, 1987
-78-
No. R00000513
STATE OF MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
Corporation Division
CERTIFICATE OF AMENDMENT
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby
certify that THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation organized
----------------------------------------
under the Laws of Missouri, has delivered to me and that I have filed its
Certificate of Amendment of its Articles of Incorporation; that said Corporation
has in all respects complied with the requirements of law governing the
Amendment of Articles of Incorporation and that said Articles are amended in
accordance therewith.
IN WITNESS WHEREOF, I hereunto set my hand
and affixed the Great Seal of the State of
Missouri, at the City of Jefferson, this 2nd
day of August , A. D. 1983.
(SEAL)
/s/ James C. Kirkpatrick
----------------------------------------------------
Secretary of State
----------------------------------------------------
Deputy Secretary of State
RECEIVED OF: THE KANSAS CITY SOUTHERN RAILWAY COMPANY
----------------------------------------
Fifteen dollars and no/1.00----------------------------------------Dollars,
- -------------------------------------------------------------------
$ 15.00 For Credit of General Revenue Fund, on Account of Amendment Fee.
------
/s/ Dorothymae Miller
--------------------------------------------------
Deputy Collector of Revenue
-79-
State of Missouri . . . Office of Secretary of State
James C. Kirkpatrick, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is THE KANSAS CITY SOUTHERN RAILWAY
--------------------------------
COMPANY.
- -------
The name under which it was originally organized was THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY.
- ------------------------
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on July 28, 1983.
(3) Article #SEVENTH is amended to read as follows:
SEVENTH: The Board of Directors of the Corporation shall consist of
four (4) persons.
(4) Of the 565 shares issued and outstanding, 565 of such shares were
--- ---
entitled to vote on such amendment.
-80-
The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:
Class Number of
Outstanding Shares
PREFERRED 58
COMMON 507
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
PREFERRED 58 None
COMMON 507 None
(6) If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares having a
par value as changed is:
NOT APPLICABLE
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
NOT APPLICABLE
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of
-81-
issued shares of that class, the following is a statement of the manner in which
such reduction shall be effected:
NOT APPLICABLE
IN WITNESS WHEREOF, the undersigned, ROBERT E. ZIMMERMAN has executed this
instrument and its Assistant Secretary has affixed its corporate seal hereto and
attested said seal on the 29th day of July, 1983.
THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
--------------------------------
(Name of Corporation)
ATTEST:
/s/ Sherry K. Cooper By /s/ Robert E. Zimmerman
- ---------------------------------- ------------------------------
(Asst. Secretary) (Vice President)
SHERRY K. COOPER ROBERT E. ZIMMERMAN
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
I, G. B. NIEDERMEYER, a notary public, do hereby certify that on this 29th
day of July, 1983, personally appeared before me ROBERT E. ZIMMERMAN, who, being
by me first duly sworn, declared that he is the Vice President of THE KANSAS
CITY SOUTHERN RAILWAY COMPANY that he signed the foregoing document as VICE
PRESIDENT of the corporation, and that the statements therein contained are
true.
/s/ G. B. Niedermeyer
---------------------------------
Notary Public
G. B. NIEDERMEYER
(NOTARIAL
SEAL)
My commission expires May 29, 1987
-82-
No. R00000513
STATE OF MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
Corporation Division
CERTIFICATE OF AMENDMENT
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby
certify that THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation organized
----------------------------------------
under the Laws of Missouri, has delivered to me and that I have filed its
Certificate of Amendment of its Articles of Incorporation; that said Corporation
has in all respects complied with the requirements of law governing the
Amendment of Articles of Incorporation and that said Articles are amended in
accordance therewith.
IN WITNESS WHEREOF, I hereunto set
my hand and affixed the Great Seal
of the State of Missouri, at the
City of Jefferson, this 24th day of
May , A.D. 1982.
/s/ James C. Kirkpatrick
------------------------------------
Secretary of State
------------------------------------
Deputy Secretary of State
RECEIVED OF: THE KANSAS CITY SOUTHERN RAILWAY COMPANY
----------------------------------------
Fifteen dollars and no/1.00----------------------------------------Dollars,
- -------------------------------------------------------------------
$ 15.00 For Credit of General Revenue Fund, on Account of Amendment Fee.
------
/s/ Dorothymae Miller
------------------------------------
Deputy Collector of Revenue
-83-
State of Missouri . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
(1) The present name of the Corporation is THE KANSAS CITY SOUTHERN
------------------------
RAILWAY COMPANY.
- ---------------
The name under which it was originally organized was THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY.
- ------------------------
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on May 21, 1982.
(3) Article #Second is amended to read as follows:
Second: The duration of the corporation is perpetual.
ARTICLE SEVENTH is amended to read as follows:
Seventh: The Board of Directors of the Corporation shall consist
of five (5) persons.
(4) Of the 565 shares outstanding, 565 of such shares were entitled to
--- ---
vote on such amendment.
-84-
The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:
Class Number of
Outstanding Shares
PREFERRED 58
COMMON 507
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
PREFERRED 58 None
COMMON 507 None
(6) If the amendment changed the number or par value of authorized shares
having a par value the amount in dollars of authorized shares having a par value
as changed is:
NOT APPLICABLE
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
NOT APPLICABLE
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
-85-
NOT APPLICABLE
IN WITNESS WHEREOF, the undersigned, THOMAS S. CARTER, President has
executed this instrument and its Secretary has affixed its corporate seal hereto
and attested said seal on the 21st day of May, 1982.
THE KANSAS CITY SOUTHERN
SOUTHERN RAILWAY COMPANY
--------------------------------
(Name of Corporation)
ATTEST:
/s/ Albert P. Mauro By /s/ Thomas S. Carter
- --------------------- ----------------------------
(Secretary) (President)
THOMAS S. CARTER
STATE OF MISSOURI )
)SS
COUNTY OF JACKSON )
I, G. B. Niedermeyer, a notary public, do hereby certify that on this 21st
day of May, 1982, personally appeared before me THOMAS S. CARTER, who, being by
me first duly sworn, declared that he is the President of THE KANSAS CITY
SOUTHERN RAILWAY COMPANY that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.
/s/ G. B. Niedermeyer
--------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires May 29, 1983
-86-
No. R00000513
STATE OF MISSOURI
JAMES C. KIRKPATRICK, Secretary of State
Corporation Division
CERTIFICATE OF AMENDMENT
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby
certify that THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a corporation organized
----------------------------------------
under the Laws of Missouri, has delivered to me and that I have filed its
Certificate of Amendment of its Articles of Incorporation; that said Corporation
has in all respects complied with the requirements of law governing the
Amendment of Articles of Incorporation and that said Articles are amended in
accordance therewith.
IN WITNESS WHEREOF, I hereunto set my hand
and affixed the Great Seal of the State of
Missouri, at the City of Jefferson, this
10th day of March , A. D. 1982.
/s/ James C. Kirkpatrick
--------------------------------------------
Secretary of State
--------------------------------------------
Deputy Secretary of State
RECEIVED OF: THE KANSAS CITY SOUTHERN RAILWAY COMPANY
----------------------------------------
Fifteen dollars and no/1.00----------------------------------------Dollars,
- -------------------------------------------------------------------
$ 15.00 For Credit of General Revenue Fund, on Account of Amendment Fee.
-------
/s/ Dorothymae Miller
--------------------------------------------
Deputy Collector of Revenue
-87-
State of Missouri . . . Office of Secretary of State
JAMES C. KIRKPATRICK, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65101
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is THE KANSAS CITY SOUTHERN RAILWAY
--------------------------------
COMPANY.
- -------
The name under which it was originally organized was THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY.
- ------------------------
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on January 14, 1981.
(3) Article #6 is amended to read as follows:
SIXTH: The amount of capital stock of said Company is 567 shares,
divided into 60 shares of Preferred stock of the par value of $350,000 per share
and 507 shares of Common stock without par value.
No fractional shares or scrip in lieu thereof shall be issued.
The amount of the capital of said Company is at least equal to the sum
of:
(a) $21,000,000 in respect to 60 shares of Preferred stock of the par
value of $350,000 each, all of which are to be issued and outstanding, plus
-88-
(b) $36,504,000 in respect of 507 shares of Common stock without par
value, all of which are to be issued and outstanding, plus
(c) such amounts as from time to time by resolution of the Board of
Directors may be transferred thereto.
The holders of the Preferred stock shall be entitled to receive from the
net earnings of the Company dividends thereon up to but not exceeding the rate
of Four per cent per annum, as the same may be ascertained and determined by the
Directors, and in their discretion declared, before any dividends shall be
declared or paid upon the Common stock for the same period, but such dividends
on the Preferred stock shall not be cumulative, nor shall the Preferred stock
during such period be entitled to participate in any other or additional
earnings or profits, but such additional earnings or profits may be subject to
application by the Directors to dividends upon the Common stock or other uses of
the Company, as they may determine.
In case of liquidation or dissolution of the Company, the holders of
Preferred stock shall be entitled to receive payment to the amount of the par
value thereof before any payment or liquidation is made upon the Common stock,
and shall not thereafter participate further in the property of the Company or
the proceeds of the sale thereof.
ARTICLE 7 is amended to read as follows:
SEVENTH: The Board of Directors of the Company shall consist of thirteen
(13) persons.
(4) Of the 1,440,000 shares outstanding, 1,440,000 of such shares were
--------- ---------
entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:
Class Number of
Outstanding Shares
PREFERRED 420,000
COMMON 1,020,000
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
PREFERRED 412,136 None
COMMON 1,016,736 1,069
-89-
(6) If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares having a
par value as changed is:
60 shares of Preferred stock, at $350,000 per share, totaling
$21,000,000. If the amendment changed the number of authorized shares without
par value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are: 1,020,000 shares of common
stock, without par value, will be reduced to 507 shares. There will be no
fractional shares issued.
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
The number of shares of Preferred stock will be reduced from 420,000 shares
presently outstanding, to 60 shares.
The number of shares of Common stock will be reduced from 1,020,000 shares
presently outstanding, to 507 shares.
There will be no fractional shares issued.
IN WITNESS WHEREOF, the undersigned, T. S. CARTER, President has executed
this instrument and its Secretary has affixed its corporate seal hereto and
attested said seal on the 23rd day of February, 1982.
The Kansas City Southern Railway Company
-------------------------------------------
(Name of Corporation)
ATTEST:
-90-
/s/ E. T. James By /s/ T. S. Carter
- --------------------------------- ---------------------------------------
(Secretary or Asst. Secretary) (President or Vice President)
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
I, G. B. Niedermeyer, a notary public do hereby certify that on this 23rd
day of February, 1982, personally appeared before me T. S. Carter, who, being by
me first duly sworn, declared that he is the PRESIDENT of THE KANSAS CITY
SOUTHERN RAILWAY COMPANY that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.
/s/ G. B. Niedermeyer
--------------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires May 29, 1983
-91-
STATE of MISSOURI
James C. Kirkpatrick, Secretary of State
Corporation Division
Certificate of Amendment
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby
certify that THE KANSAS CITY SOUTHERN RAILWAY COMPANY a corporation organized
under the Laws of Missouri, has delivered to me and that I have filed its
Certificate of Amendment of its Articles of Incorporation; that said Corporation
has in all respects complied with the requirements of law governing the
Amendment of Articles of Incorporation and that said Articles are amended in
accordance therewith.
IN WITNESS WHEREOF, I hereunto set
my hand and affixed the Great Seal
of the State of Missouri, at the
City of Jefferson, this 10th day of
May, A.D. 1973.
/s/ James C. Kirkpatrick
-------------------------------
Secretary of State
-------------------------------
Deputy Secretary of State
RECEIVED OF THE KANSAS CITY SOUTHERN RAILWAY COMPANY
Three no/100-----------------------------------------------------Dollars, $3.00
For Credit of General Revenue Fund, on Account of Amendment Fee.
/s/ Dorothymae Miller
-------------------------------
Deputy/Collector of Revenue
-92-
State of Missouri . . . Office of Secretary of State
James C. Kirkpatrick, Secretary of State
Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
(1) The name of the Corporation is The Kansas City Southern Railway
Company.
The name under which it was originally organized was The Kansas City
Southern Railway Company.
(2) An amendment to the Corporation's Articles of Incorporation was
adopted by the stockholders on May 8, 1973.
(3) Article SEVENTH is amended to read as follows:
"SEVENTH: The Board of Directors of the Company shall
consist of fifteen (15) persons."
(4) Of the 1,439,198 shares outstanding, 1,400,129 of such shares
were entitled to vote on such amendment.
-93-
The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:
Class Number of
Outstanding Shares
Preferred Stock 420,000
Common Stock 1,019,198
(5) The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
Preferred Stock 401,887 600
Common Stock 984,618 None
----------------- ----
Total 1,386,505 600
(6) If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares having a
par value as changed is:
Not Applicable
If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
Not Applicable
(7) If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, the following is a
statement of the manner in which such reduction shall be effected:
Not Applicable
-94-
IN WITNESS WHEREOF, the undersigned, President has executed this
instrument and its Secretary has affixed its corporate seal hereto and attested
said seal on the 8/th/ day of May, 1973.
PLACE
CORPORATE SEAL
HERE
The Kansas City Southern Railway Company
------------------------------------------
(Name of Corporation)
ATTEST:
/s/ By /s/ W.N. Deramus III
- ---------------------------------------- -------------------------------
(Secretary) (President)
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
I, Geraldine D. Dollins, a notary public do hereby certify that on this
8th day of May, 1973, personally appeared before me W. N. Deramus III, who,
being by me first sworn, declared that he is the President of The Kansas City
Southern Railway Company that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.
/s/ Geraldine D. Dollins
------------------------------
Notary Public
(NOTARIAL
SEAL)
My commission expires June 23, 1976
-95-
No. R.R. 513
STATE of MISSOURI
James C. Kirkpatrick, Secretary of State
Corporation Department
Certificate of Amendment
I, JAMES C. KIRKPATRICK, Secretary of State of the State of Missouri, do hereby
certify that THE KANSAS CITY SOUTHERN RAILWAY COMPANY a corporation organized
under the Laws of Missouri, has delivered to me and that I have filed its
Certificate of Amendment of its Articles of Incorporation; that said Corporation
has in all respects complied with the requirements of law governing the
Amendment of Articles of Incorporation and that said Articles are amended in
accordance therewith.
IN WITNESS WHEREOF, I hereunto set
my hand and affixed the Great Seal
of the State of Missouri, at the
City of Jefferson, this 12th day of
May, A.D. 1970.
/s/ James C. Kirkpatrick
-------------------------------
Secretary of State
/s/ T. R. Cloud
--------------------------------
Deputy Secretary of State
- --------------------------------------------------------------------------------
RECEIVED OF: THE KANSAS CITY SOUTHERN RAILWAY COMPANY
Three and no/100-------------------------------------------------Dollars, $3.00
For Credit of General Revenue Fund, on Account of Amendment Fee.
/s/ Dorothymae Miller
-------------------------------
Deputy/Collector of Revenue
-96-
CERTIFICATE OF AMENDMENT OF
ARTICLES OF ASSOCIATION OF THE
KANSAS CITY SOUTHERN RAILWAY COMPANY
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MISSOURI 65101
Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:
1. The name of the Corporation is The Kansas City Southern Railway
Company, which is the name under which the Corporation was originally organized.
2. An amendment to the Corporation's Articles of Association was adopted
by the stockholders on May 12, 1970, amending Article SEVENTH of said Articles
of Association and creating a new Article NINTH thereof so that said Articles
SEVENTH and NINTH shall read as follows:
"SEVENTH: The Board of Directors of the Company shall
consist of eighteen (18) persons."
* * * * * * *
"NINTH: The power to make, alter, amend or repeal the
By-Laws of the Company shall be vested in the Board of
Directors."
3. There were entitled to vote at said meeting 413,575 shares of
preferred stock of the par value of $50 per share and 987,584 shares of common
stock without par value, being all of the outstanding shares of stock of the
Corporation.
-97-
4. Holders of 401,739 shares of preferred stock and 985,191 shares of
common stock voted in favor of said amendment, and holders of 250 shares of
preferred stock and 40 shares of common stock voted against such amendment.
IN WITNESS WHEREOF the undersigned President of the Corporation has
executed this instrument and the undersigned Assistant Secretary of the
Corporation has affixed its Corporation Seal hereto and attested said Seal on
the 12/th/ day of May, 1970.
THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
(corporate seal)
By /s/ W. N. Deramus III
----------------------------------
William N. Deramus III, President
Attest: /s/ Robert E. Zimmerman
----------------------------
Robert E. Zimmerman
Assistant Secretary
STATE OF MISSOURI )
) SS.
COUNTY OF JACKSON )
I, Geraldine D. Dollins, a notary public, do hereby certify that on this
12/th/ day of May, 1970, personally appeared before me Robert E. Zimmerman, who,
being by me first duly sworn declared that he is the Assistant Secretary of The
Kansas City Southern Railway Company that he signed said foregoing document as
Assistant Secretary of said Corporation and that the statements therein
contained are true.
/s/ Geraldine D. Dollins
------------------------------------
Notary Public
(seal)
My commission expires June 23, 1972.
-98-
STATE OF MISSOURI
CERTIFICATE OF AMENDMENT
To All to Whom These Presents Shall Come:
I, WALTER H. TOBERMAN, Secretary of State of the State of Missouri, and
Keeper of the Great Seal thereof, do hereby certify that THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY, a corporation organized under the Laws of Missouri,
- ------------------------
has filed in the Office of the Secretary of State its Certificate of Amendment
increasing the authorized shares
- --------------------------------
From: 210,000 shares preferred stock, @ $100.00 par value
750,000 shares of common stock, no par value
- --------------------------------------------------------------------------------
To: 420,000 shares preferred stock, @ $50.00 par value
1,260,000 shares of common stock, no par value,
- --------------------------------------------------------------------------------
as provided by Law, and has in all respects complied with the requirements of
law governing the Amendment of Articles of Incorporation.
-------------------------
IN WITNESS WHEREOF, I hereunto set my hand
and affix the Great Seal of the State of
Missouri. Done at the City of Jefferson,
this 11th day of April , A. D. 1953.
(SEAL)
Walter H. Toberman
--------------------------------------------
Secretary of State.
V. Morris
--------------------------------------------
Chief Clerk.
-99-
CERTIFICATE OF AMENDMENT TO ARTICLES OF ASSOCIATION
OF THE KANSAS CITY SOUTHERN RAILWAY COMPANY
We, the undersigned, W. N. Deramus, President of The Kansas City
Southern Railway Company, a railroad corporation duly organized and existing
under and by virtue of the laws of the State of Missouri, and Chairman, of a
special meeting of the stockholders of said Railway Company held January 30,
1953, and W. F. Pregge, Assistant Secretary of said Railway Company, DO HEREBY
CERTIFY, in accordance with the laws of the State of Missouri, as follows:
1. The name of the corporation is The Kansas City Southern Railway
Company, which is the name under which the corporation was organized.
2. The stockholders of said corporation at a special meeting duly
called and held at the general office of said corporation, No. 114 West 11th
Street, Kansas City, Missouri, on Friday, January 30, 1953, at nine o'clock
a.m., duly adopted an amendment of the Articles of Association of said
corporation by amending Article SIXTH of said Articles of Association so as to
read as follows:
"SIXTH: The amount of capital stock of said Company is 1,680,000
shares, divided into 420,000 shares of preferred stock of the par value
of $50 per share and 1 260,000 shares of common stock without par value.
"The amount of the capital of said Company is at least equal to the sum
of:
"(a) $21,000,000 in respect of 420,000 shares of
preferred stock of the par value of $50 each, all of
which are now issued, and outstanding, plus
"(b) $30,000,000 in respect of 600,000 shares of
common stock without par value, of which are now issued
and outstanding in lieu of 300,000 shares of common stock
of the par value of $100 each originally issued and
outstanding, plus
"(c) $6,000,000 being the amount of consideration
received for the issuance of 420,000 shares of common
stock without par value, all of which are now issued and
outstanding plus
"(d) the aggregate amount of consideration received
for the issuance from time to time of the additional
240,000 shares of common stock without par value hereby
authorized, plus
-100-
"(e) such amounts as from time to time by
resolution of the Board of Directors may be transferred
thereto.
"The holders of the preferred stock shall be entitled to receive
from the net earnings of the Company dividends thereon up to but not
exceeding the rate of Four per cent per annum, as the same may be
ascertained and determined by the Directors, and in their discretion
declared, before any dividends shall be declared or paid upon the common
stock for the same period, but such dividends on the preferred stock
shall not be cumulative, nor shall the preferred stock during such
period be entitled to participate in any other or additional earrings or
profits, but such additional earnings or profits may be subject to
application by the Directors to dividends upon the common stock or other
uses of the Company, as they may determine.
"In case of liquidation or dissolution of the Company, the
holders of preferred stock shall be entitled to receive payment to the
amount of the par value thereof before any payment or liquidation is
made upon the common stock, and shall not thereafter participate further
in the property of the Company or the proceeds of the sale thereof."
3. There were outstanding and entitled to vote at said meeting
210,000 shares of preferred stock of the par value of $100 each and 509,599
shares of the common stock of the corporation without par value, excluding 401
shares of common stock held by Company. Holders of 177,377 shares of preferred
stock and 404,424 shares of common stock, being more than a majority of the
outstanding shares entitled to vote, voted in favor of said amendment, and
holders of 1,655 shares of preferred stock and 488 shares of common stock voted
against such amendment.
4. The number of shares authorized by the Articles of Association
of said corporation was 510,000 shares of the par value of $100 per share, of
which 210,000 shares were preferred stock and 300,000 shares were common stock.
By previous amendments to said Articles of Association the number of shares
authorized has been increased to 960,000 shares, of which 210,000 shares are
preferred stock of the par value of $100 per share, and 750,000 shares are
common stock without par value.
5. The number of shares into which the authorized shares have
been divided, the number of shares included in each class and the par value of
shares having a par value are as
-101-
stated in the foregoing paragraph 4. The preferences, rights, privileges and
restrictions or other distinctive features of the shares of each class are as
stated in the last two paragraphs of Article SIXTH of the Articles of
Association of said corporation as hereinabove set out, which are not changed by
this Certificate of Amendment.
6. The number of shares of each class issued and outstanding is
210,000 shares of preferred stock of the par value of $100 each and 510,000
shares of common stock without par value, including 401 shares of common stock
held by Company.
7. The amount to which the authorized shares shall be increased
by this Certificate of Amendment is 1,680,000 shares, of which 420,000 shares
shall be preferred stock of the par value of $50 per share and 1,260,000 shares
shall be common stock without par value. The number of shares to be issued is
420,000 shares of preferred stock and 1,020,000 shares of common stock. Such
shares are to be classified, and the number of shares to be included in each
class is, as hereinabove stated. The distinguishing preferences, rights,
privileges and restrictions of each class are as stated in Article SIXTH of the
Articles of Association of said corporation hereinabove set out.
8. The terms upon which the new shares are to be issued and
exchanged in place of outstanding shares are as follows:
(a) Each outstanding share of preferred stock of the par
value of $100 per share is hereby changed into two shares of
preferred stock of the par value of $50 per share; and
(b) Each outstanding share of common stock without par
value is hereby changed into two shares of common stock without
par value.
9. No consideration is to be received for such of the
increased authorized shares without par value as are to be presently issued,
since such shares are to be issued to
-102-
holders of shares of common stock presently outstanding without change in the
capital of said corporation, so that each holder of one share of common stock
without par value now outstanding will become the holder of two shares of common
stock without par value.
IN WITNESS WHEREOF, we have signed,
acknowledged and sworn to this
certificate in duplicate and have
affixed hereto the corporate seal of
said The Kansas City Southern Railway
Company, this 9th day of April, 1953.
/s/ W. N. Deramus
------------------------------------
W.N. Deramus
/s/ W. F. Pregge
----------------------------------
I W.F. Pregge
-103-
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
W. N. Deramus, President, and W. F. Pregge, Assistant Secretary, of The
Kansas City Southern Railway Company, being first duly sworn, upon their oaths
do each depose and say: that they have been authorized and directed to execute
and file the above certificate of amendment to the Articles of Association of
The Kansas City Southern Railway Company, by the votes cast in person or by
proxy of the holders of record of the majority in amount of the stock of The
Kansas City Southern Railway Company, irrespective of any provision of the
Articles of Association of the said corporation purporting to deny voting powers
to the holders of any class of stock, at a meeting called and held upon written
notice mailed to each stockholder at least 20 days before the date set for the
meeting, and published once a week for at least two successive weeks, in The
Kansas City Times and The Kansas City Star, newspapers published and circulating
in the county wherein the principal office of The Kansas City Southern Railway
Company is located; that such notice did expressly state the purpose of the
meeting to be that of amending the Articles of Association of the said
corporation so as to permit the issue of shares without par value; and that, as
to the stock of the corporation which is to be exchanged for stock without
nominal or par value, the said notice did state the terms of such exchange of
the outstanding shares of common stock with nominal or par value for shares of
common stock without nominal or par value.
/s/ W. N. Deramus
-----------------------------
W. N. Deramus
/s/ W. F. Pregge
-----------------------------
W. F. Pregge
Subscribed and sworn to before me, a Notary Public within and for the
State and County aforesaid, by W. N. Deramus and W. F. Pregge, this 9th day of
April, 1953.
My commission expires: November 30, 1953.
/s/ E. R. Gibbins
-----------------------------
Notary Public within and for
Jackson County, Missouri.
-104-
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
On this 9th day of April, 1953, before me, appeared W. N. Deramus and
W. F. Pregge, to me personally known, who being by me duly sworn, did say that
they were the President-Chairman of the meeting of shareholders, and Assistant
Secretary, respectively, of The Kansas City Southern Railway Company, a
corporation, and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and that the said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors, and
said W. N. Deramus and W. F. Pregge acknowledged said instrument to be the free
act and deed of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial
seal at my office in Kansas City, Missouri, the day and year last above written.
/s/ E. R. Gibbins
------------------------------------
Notary Public within and for
My commission expires November 30, 1953
-105-
STATE OF MISSOURI
CERTIFICATE OF AMENDMENT
To All to Whom These Presents Shall Come:
I, WALTER H. TOBERMAN, Secretary of State of the State of Missouri, and
Keeper of the Great Seal thereof, do hereby certify that THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY, a corporation organized under the Laws of Missouri,
- ------------------------
has filed in the Office of the Secretary of State its Certificate of Amendment
increasing number of directors from 15 to 17, as provided by Law, and has in all
- --------------------------------------------
respects complied with the requirements of law governing the Amendment of
------------
Articles of Incorporation.
- -------------------------
IN WITNESS WHEREOF, I hereunto set my hand
and affix the Great Seal of the State of
Missouri. Done at the City of Jefferson,
this 25th day of March, A. D. 1953.
(SEAL)
/s/ Walter H. Toberman
-----------------------------------------
Secretary of State.
/s/
------------------------------------------
Chief Clerk.
-106-
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
Certificate of Amendment to Articles of
Incorporation Changing Number of Directors.
-------------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
W. N. Deramus, President, and J. J. Weiss, Secretary, of The Kansas City
Southern Railway Company, a corporation duly incorporated under the laws of the
State of Missouri, being duly sworn upon their oaths, state that at a meeting of
the stockholders of said The Kansas City Southern Railway Company held on the
13th day of May, 1952, pursuant to a notice given and published according to
law, the number of directors of said corporation was by vote of the majority of
its stockholders cast as its by-laws and the laws of the State of Missouri
direct, changed from fifteen to seventeen; that upon said proposition, the vote
was 584,447 for said amendment and 5,871 against same; that there was
outstanding at said time a total of 719,599 shares of stock in said corporation,
and that the aforesaid W. N. Deramus was chairman of the said meeting of the
shareholders.
WITNESS our hands and the seal of said corporation, this 21st day of
May, 1952.
/s/ W. N. Deramus
-----------------------------
President, The Kansas City Southern
Railway Company
/s/ J. J. Weiss
-----------------------------------
Secretary, The Kansas City Southern
Railway Company
Subscribed and sworn to before me this 21st day of May, 1952.
/s/ T. F. Boyce
-----------------------------------
Notary Public
My commission expires: September 3, 1954
-107-
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
On this 21st day of May, 1952, before me, appeared W. N. Deramus and J.
J. Weiss, to me personally known, who being by me duly sworn, did say that they
were the President-Chairman of the meeting of shareholders, and Secretary,
respectively of The Kansas City Southern Railway Company, a corporation, and
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that the said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said W. N. Deramus and
J. J. Weiss acknowledged said instrument to be the free act and deed of said
corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial
seal at my office in Kansas City, Missouri, the day and year last above written.
/s/ T. F. Boyce
---------------------------------
Notary Public within and for said
County and State.
My commission expires:
September 3, 1954
-108-
STATE OF MISSOURI
CERTIFICATE OF AMENDMENT
To All to Whom These Presents Shall Come:
I, WILSON BELL, Secretary of State of the State of Missouri, and Keeper
of the Great Seal thereof, do hereby certify that THE KANSAS CITY SOUTHERN
------------------------
RAILWAY COMPANY, a corporation organized under the Laws of Missouri, has filed
- ---------------
in the Office of the Secretary of State its affidavit of change in number of
-------------------
directors from 18 to 15 as provided by Law, and has in all respects complied
- -----------------------
with the requirements of law governing the amendment of Articles of
------------------------
Incorporation of corporations organized under The General and Business
- -------------
Corporation Act of Missouri.
IN WITNESS WHEREOF, I hereunto set my hand
and affix the Great Seal of the State of
Missouri. Done at the City of Jefferson, this
7th day of June, A. D. 1946.
(SEAL)
/s/ Wilson Bell
---------------------------------------------
Secretary of State.
/s/ P.T. Harris
---------------------------------------------
Chief Clerk.
-109-
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
Certificate of Amendment to Articles of
Incorporation Changing Number of Directors.
-------------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
W. N. Deramus, President, and L. J. Hensley, Secretary, of The Kansas
City Southern Railway Company, a corporation duly incorporated under the laws of
the State of Missouri, being duly sworn upon their oaths, state that at a
meeting of the stockholders of said The Kansas City Southern Railway Company
held on the 14th day of May, 1946, pursuant to a notice given and published
according to law, the number of directors of said corporation was by vote of the
majority of its stockholders cast as its by-laws and the laws of the State of
Missouri direct, changed from eighteen to fifteen; that upon said proposition,
the vote was 544,071 for said amendment and 645 against same; that there was
outstanding at said time a total of 719,600 shares of stock in said corporation,
and that the aforesaid W. N. Deramus was chairman of the said meeting of the
shareholders.
WITNESS our hands and the seal of said corporation, this 3rd day of
June, 1946.
/s/ W. N. Deramus
--------------------------------------
President, The Kansas City Southern
Railway Company
/s/ L. J. Hensley
--------------------------------------
Secretary, The Kansas City Southern
Railway Company
Subscribed and sworn to before me this 3rd day of June, 1946.
My commission expires September 1, 1946.
/s/ T. F. Boyce
--------------------------------------
Notary Public
-110-
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
On this.3rd day of June, 1946, before me, appeared W. N. Deramus and L.
J. Hensley, to me personally known, who being by me duly sworn, did say that
they were the President-Chairman of the meeting of shareholders, and Secretary,
respectively of The Kansas City Southern Railway Company, a corporation, and
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and that the said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said W. N. Deramus and
L. J. Hensley acknowledged said instrument to be the free act and deed of said
corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial
seal at my office in Kansas City, Missouri, the day and year last above written.
/s/ T. F. Boyce
--------------------------------------
Notary Public within and for said
county and state.
My commission expires September 1, 1946.
/s/ Wilson Bell
------------------------------------
Secretary of State
-111-
STATE OF MISSOURI
CERTIFICATE OF AMENDMENT
To All to Whom These Presents Shall Come:
I, DWIGHT H. BROWN, Secretary of State of the State of Missouri, and
Keeper of the Great Seal thereof, do hereby certify that THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY, a corporation organized under the Laws of Missouri,
- ------------------------
has filed in the Office of the Secretary of State its affidavit of Change in
---------
number of directors from 19 to 18 as provided by Law, and has in all respects
- ---------------------------------
complied with the requirements of law governing the amendment of corporations
---------
organized under Article 6 of Chapter 33 of the Revised Statutes of 1939 and
amendments thereto.
IN WITNESS WHEREOF, I hereunto set my hand
and affix the Great Seal of the State of
Missouri. Done at the City of Jefferson,
this 1st day of June, A. D. 1942.
(SEAL)
/s/ Dwight H. Brown
---------------------------------------------
Secretary of State.
/s/ Justus R. Moll
---------------------------------------------
Chief Clerk.
-112-
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
Affidavit of Change In Number of Directors
------------------------------------------
STATE OF MISSOURI )
) SS
COUNTY OF JACKSON )
W. N. Deramus, President of The Kansas City Southern Railway Company, a
corporation duly incorporated under the laws of the State of Missouri, being
duly sworn, upon his oath states that at a meeting of the stockholders of said
corporation, duly called and held, on the 12th day of May, 1942, the number of
directors of said corporation was, by a vote of its stockholders cast as its by-
laws direct, changed from nineteen to eighteen.
/s/ W. N. Deramus
-----------------------------------------
President,
The Kansas City Southern Railway Company
Subscribed and sworn to before me this 28th day of May, 1942.
My commission expires August 31, 1942
/s/ T. F. Boyce
-----------------------------------------
Notary Public within and for
Jackson County, Missouri.
/s/ Dwight H. Brown
-----------------------------------------
Secretary of State
-113-
STATE OF MISSOURI
CERTIFICATE OF AMENDMENT
To All to Whom These Presents Shall Come:
I, DWIGHT H. BROWN, Secretary of State of the State of Missouri, and
Keeper of the Great Seal thereof, do hereby certify that THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY, a corporation organized under the Laws of Missouri,
- ------------------------
has filed in the Office of the Secretary of State its affidavit of Change in
---------
number of directors from 17 to 19 as provided by Law, and has in all respects
- ---------------------------------
complied with the requirements of law governing the amendment of corporations
---------
organized under Article 7 of Chapter 32 of the Revised Statutes of 1929 and
amendments thereto.
IN WITNESS WHEREOF, I hereunto set my hand
and affix the Great Seal of the State of
Missouri. Done at the City of Jefferson, this
18th day of May, A. D. 1940.
(SEAL)
/s/ Dwight H. Brown
---------------------------------------------
Secretary of State.
/s/
---------------------------------------------
Chief Clerk.
-114-
THE KANSAS CITY SOUTHERN RAILWAY COMPANY.
Affidavit of Change in Number of Directors.
------------------------------------------
STATE OF MISSOURI )
) ss
COUNTY OF JACKSON )
Charles F. Couch, President of The Kansas City Southern Railway Company,
a corporation duly incorporated under the laws of the State of Missouri, being
duly sworn, upon his oath states that at a meeting of the stockholders of said
corporation, duly called and held, on the 14th day of May, 1940, the number of
directors of said corporation, was, by a vote of its stockholders cast as its
By-Laws direct, changed from seventeen to nineteen.
/s/ Charles F. Couch
-------------------------------------
President
The Kansas Southern Railway Company
Subscribed and sworn to before me this 14th day of May, 1940.
My commission expires August 31, 1942
/s/ T. F. Boyce
-------------------------------------
Notary Public within and for Jackson
County, Missouri
/s/ Dwight H. Brown
-------------------------------------
Secretary of State
-115-
STATE OF MISSOURI
CERTIFICATE OF AMENDMENT
To All to Whom These Presents Shall Come:
I, DWIGHT H. BROWN, Secretary of State of the State of Missouri, and
Keeper of the Great Seal thereof, do hereby certify that THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY, a corporation organized under the Laws of Missouri,
- ------------------------
has filed in the Office of the Secretary of State its affidavit of Increasing
----------
Capital Stock
- -------------
From 300,000 shares common stock par value $100.00 each
- --------------------------------------------------------------------------------
and 210,000 shares preferred stock par value $100.00 each
- --------------------------------------------------------------------------------
to 750,000 shares common stock no par value
- --------------------------------------------------------------------------------
and 210,000 shares preferred stock par value $100.00 each
- --------------------------------------------------------------------------------
as provided by Law, and has in all respects complied with the requirements of
law governing the amendment of corporations organized under Article 2 of Chapter
---------
12 of the Revised Statutes of 1899 and amendments thereto.
IN WITNESS WHEREOF, I hereunto set my hand
and affix the Great Seal of the State of
Missouri. Done at the City of Jefferson, this
22nd day of May, A. D. 1939.
(SEAL)
/s/ Dwight H. Brown
---------------------------------------------
Secretary of State.
/s/
---------------------------------------------
Chief Clerk.
-116-
Certificate of Amendment to Articles of
---------------------------------------
Association of The Kansas City Southern
---------------------------------------
Railway Company.
----------------
We, the undersigned, W. N. Deramus and L. J. Hensley, Executive Vice-
President and Secretary, respectively, of The Kansas City Southern Railway
Company, a railroad corporation duly organized and existing under and by virtue
of the laws of the State of Missouri, do hereby certify, in accordance with the
laws of the State of Missouri, and particularly Section 5115 of the Revised
Statutes of Missouri, 1929, as follows:
1. The name of the corporation is The Kansas City Southern Railway
Company.
2. The Articles of Association of the said corporation were filed in
the office of the Secretary of State of the State of Missouri on March 19, 1900,
and amendments to the said Articles of Association were filed in the office of
the said Secretary of State on the following dates:
April 2, 1900.
December 30, 1901.
May 8, 1906.
August 26, 1914.
December 9, 1918.
May 12, 1937.
3. The amount of capital stock authorized by said Articles of
Association is Fifty-one Million Dollars, divided into 210,000 shares of
preferred stock, of a par value of $100.00 per share, and 300,000 shares of
common stock, of a par value of $100.00 per share. No change has been made in
the amount, preferences or distinctive features of the said capital stock, so
authorized by the said Articles of Association, prior to the filing of this
certificate.
4. The number of shares into which the capital stock of the
corporation has heretofore been divided is 210,000 shares of preferred stock, of
a par value of $100.00 per share, and 300,000 shares of common stock, of a par
value of $100.00 per share. The preferences and
-117-
distinctive features of the said preferred stock and common stock, as provided
in the said Articles of Association, are as follows:
The holders of the preferred stock shall be entitled to receive
from the net earnings of the Company dividends thereon up to but not
exceeding the rate of 4 per cent, per annum, as the same may be
ascertained and determined by the directors, and in their discretion
declared, before any dividends shall be declared or paid upon the common
stock for the same period, but such dividends on the preferred stock
shall not be cumulative, nor shall the preferred stock, during such
period, be entitled to participate in any other or additional earnings
or profits, but such additional earnings or profits may be subject to
application by the directors to dividends upon the common stock or other
uses of the Company as they may determine.
In case of liquidation or dissolution of the Company, the holders
of preferred stock shall be entitled to receive payment to the amount of
the par value thereof before any payment or liquidation is made upon the
common stock, and shall not there after participate further in the
property of the Company or the proceeds of the sale thereof.
Both classes of stock have a par value of $100.00 per share.
5. The amount of fees paid upon the organization of the corporation
was $25,525.00, and $14.00, on March 19, 1900.
There has been no increase in the corporation's capital stock prior to
the filing of this certificate.
6. The number of shares of each class issued and outstanding is as
follows:
The entire authorized issue of 210,000 shares of preferred stock is
issued and outstanding in the hands of the public. Of the authorized issue of
300,000 shares of common stock, 299,599 shares are issued and outstanding in the
hands of the public, and 401 shares are held by or for the corporation.
7. No change is being made in the preferred stock. The change hereby
made in the common stock is as set forth in amended Article SIXTH of the
Articles of Association of the Company relating to the amount, preferences and
distinctive features of the capital stock. Said Article SIXTH, as hereby amended
reads as follows:
-118-
"SIXTH: The amount of capital stock of said Company is
Nine Hundred Sixty Thousand shares divided into Two Hundred Ten Thousand
shares of preferred stock of the par value of One Hundred Dollars per
share and Seven Hundred Fifty Thousand shares of common stock without
par value.
The amount of the capital of said Company is at least
equal to the sum of:
(a) $21,000,000 in respect of Two Hundred Ten Thousand shares of
preferred stock of the par value of One Hundred Dollars each, all
of which are now issued and outstanding, plus
(b) $30,000,000 in respect of Three Hundred Thousand shares of
common stock without par value, issued share for share in
exchange for the presently issued and outstanding Three Hundred
Thousand shares of common stock of the par value of One Hundred
Dollars each, plus
(c) The aggregate amount of consideration received for the
issuance from time to time of the additional Four Hundred Fifty
Thousand shares of common stock without par value, hereby
authorized, plus
(d) Such amounts as, from time to time, by resolution of the
Board of Directors, may be transferred thereto.
The holders of the preferred stock shall be entitled to receive
from the net earnings of the Company dividends thereon up to but not
exceeding the rate of Four per cent per annum, as the same may be
ascertained and determined by the Directors, and, in their discretion
declared, before any dividends shall be declared or paid upon the common
stock for the same period, but such dividends on the preferred stock
shall not be cumulative, nor shall the preferred stock during such
period be entitled to participate in any other or additional earnings or
profits, but such additional earnings or profits may be subject to
application by the Directors to dividends upon the common stock or other
uses, of the Company, as they may determine.
In case of liquidation or dissolution of the Company, the holders
of preferred stock shall be entitled to receive payment to the amount of
the par value thereof before any payment or liquidation is made upon the
common stock, and shall not thereafter participate further in the
property of the Company or the proceeds of the sale thereof."
8. The existing 300,000 shares of common stock of a par value of
$100.00 per share are hereby changed into the same number of shares of common
stock without nominal or par value. The terms upon which said 300,000 shares of
new common stock without nominal or par value shall be issued in place of the
outstanding shares of common stock shall be as follows:
The said new shares of common stock, without nominal or par
value, shall be issued share for share in place of the outstanding shares of
common stock with nominal or par value, of the corporation.
-119-
9. The capital with which the corporation will carry on business
shall be the same as the capital with which it is now carrying on business, that
is, there will be change in the capital of the corporation on account of the
said change of the existing 300,000 shares of common stock of the par value of
$100.00 per share, into 300,000 shares of common stock without nominal or par
value.
10. The shares without nominal or par value, which are authorized
hereunder, and which are not issued in place of the said outstanding shares of
common stock, shall be issued and sold or disposed of in such amounts, at such
time or times, for such purpose or purposes, and for such consideration or
considerations as shall be fixed and determined by the Board of Directors of the
corporation.
IN WITNESS WHEREOF, we have signed this certificate and have affixed
hereto the corporate seal of said The Kansas City Southern Railway Company, this
20th day of May, 1939.
/s/ W. N. Deramus
-------------------------------------------
Executive Vice-President
/s/ L. J. Hensley
-------------------------------------------
Secretary
STATE OF MISSOURI )
)SS
COUNTY OF JACKSON )
W. N. Deramus, Executive Vice-President, and L. J. Hensley, Secretary,
of The Kansas City Southern Railway Company, being first duly sworn, upon their
oaths do each depose and say: that they have been authorized and directed to
execute and file the above certificate of amendment to the Articles of
Association of The Kansas City Southern Railway Company, by the votes cast in
person or by proxy of the holders of record of the majority in amount of the
stock of The Kansas City Southern Railway Company, irrespective of any provision
of the Articles of Association of the said corporation purporting to deny voting
powers to the holders of any class of stock, at a meeting called and held upon
written notice mailed to each stockholder at least 20 days before the date set
for the meeting, and published once a week for at least two successive weeks, in
The Kansas City Times, The Kansas City Star and the Kansas City Journal,
newspapers published and circulating in the county wherein the principal office
of The Kansas City Southern Railway Company is located; that such notice did
expressly state the purpose of the meeting to be that of amending the Articles
of Association of the said corporation so as to
-120-
permit the issue of shares without par value; and that, as to the stock of the
corporation which is to be exchanged for stock without nominal or par value, the
said notice did state the terms of such exchange of the outstanding shares of
common stock with nominal or par value for shares of common stock without
nominal or par value.
/s/ W. N. Deramus
------------------------------------
/s/ L. J. Hensley
------------------------------------
Subscribed and sworn to before me, a Notary Public within and for the
State and County aforesaid, by W. N. Deramus and L. J. Hensley, this 20th day of
----
May, 1939.
- ---
My commission expires June 25, 1939.
/s/
------------------------------------
Notary Public within and for
Jackson County, Missouri.
-121-
STATE OF MISSOURI
CERTIFICATE OF AMENDMENT
To All to Whom These Presents Shall Come:
I, DWIGHT H. BROWN, Secretary of State of the State of Missouri, and
Keeper of the Great Seal thereof, do hereby certify that THE KANSAS CITY
---------------
SOUTHERN RAILWAY COMPANY, a corporation organized under the Laws of Missouri,
- ------------------------
has filed in the Office of the Secretary of State its affidavit of Change in
---------
number of directors from 15 to 17 as provided by Law, and has in all respects
- ---------------------------------
complied with the requirements of law governing the amendment of corporations
---------
organized under Article 7 of Chapter 32 of the Revised Statutes of 1929 and
amendments thereto.
IN WITNESS WHEREOF, I hereunto set my hand and
affix the Great Seal of the State of Missouri.
Done at the City of Jefferson, this 11th day
of May, A. D. 1937.
(SEAL)
/s/ Dwight H. Brown
----------------------------------------------
Secretary of State.
/s/
----------------------------------------------
Chief Clerk.
-122-
THE KANSAS CITY SOUTHERN RAILWAY COMPANY.
Affidavit of Change in Number of Directors.
-------------------------------------------
STATE OF MISSOURI )
)ss
COUNTY OF JACKSON )
G. E. Johnston, President of The Kansas City Southern Railway
Company, a corporation duly incorporated under the laws of the State of
Missouri, being duly sworn, upon his oath states that at a meeting of the
stockholders of such corporation, duly called and held, on the 11th day of May,
1937, the number of directors of said corporation was, by a vote of its
stockholders cast as its by-laws direct, changed from fifteen to seventeen.
/s/ G. E. Johnston
-----------------------------------------
President
The Kansas City Southern Railway Company.
Subscribed and sworn to before me this 11th day of May, 1937.
My commission expires August 2, 1938.
/s/ T. F. Boyce
--------------------------------------------
Notary Public within and for Jackson County,
Missouri.
-123-
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
BE IT RESOLVED by the Board of Directors of The Kansas City Southern
Railway Company, two-thirds of the whole number concurring therein, that a
branch of its line of railroad be constructed in a southwesterly direction from
the Town of Asbury in Jasper County, Missouri, through the said County of Jasper
to a point on the State Line between the States of Missouri and Kansas, and
thence through the County of Cherokee in the State of Kansas, to the Town of
Lawton, in said County of Cherokee, State of Kansas, the proposed location of
the said branch being more definitely shown by solid yellow line on a certain
blue print marked Exhibit "A" which said print is before the Board, marked for
Identification, and is hereby ordered filed with the records of the Company,
that the length of said proposed branch in the State of Missouri is 4.28 miles,
more or less, and the proposed cost thereof is $78,884.00, and the length of
said proposed branch in the State of Kansas is 1.20 miles, more or less, and the
proposed cost thereof is $26,146.00; and that it is the intention of the said
Railway Company to build the said branch.
--------------------------------------------------------
I, G. C. HAND, Secretary of the Kansas City Southern Railway Company, DO
HEREBY CERTIFY that the foregoing is a true and correct copy of a certain
resolution adopted by the Board of Directors of the said Company at a meeting
duly called and held in the City of New York, October 31, 1918, and of each and
every part thereof.
/s/ G. C. Hand
----------------------------------
Secretary
New York, November 1, 1918.
/s/
----------------------------------
Secretary of ____
-124-
STATE OF MISSOURI )
)SS
County of Jackson. )
We, the undersigned, STUART R. KNOTT and R.J. McCARTY, do hereby certify
that we are the President and Ass't. Secretary respectively of THE KANSAS CITY
SOUTHERN RAILWAY COMPANY, a railroad corporation duly organized and existing
under and by virtue of the laws of the State of Missouri:
We do further certify that the holders of a majority of the stock of
said THE KANSAS CITY SOUTHERN RAILWAY COMPANY, have consented, in writing, that
said THE KANSAS CITY SOUTHERN RAILWAY COMPANY, MAY purchase, at foreclosure
sales, and thereby, acquire, the lines of railroad of the following railroad
companies, to-wit:
KANSAS CITY SUBURBAN BELT RAILROAD COMPANY, a corporation duly organized
and existing under and by virtue of the laws of the State of Missouri,
KANSAS CITY & INDEPENDENCE AIR LINE, a corporation duly organized and
existing under the by virtue of the laws of the State of Missouri, and
THE UNION TERMINAL RAILROAD COMPANY, a corporation duly organized and
existing under and by virtue of the laws of the State of Kansas.
We do further certify that the lines of railroad so to be purchased will
form a continuous line with the road of the said The Kansas City Southern
Railway Company.
IN WITNESS WHEREOF, we have signed this certificate and have affixed
hereto the corporate seal of said THE KANSAS CITY SOUTHERN RAILWAY COMPANY, this
30th day of December, 1901.
/s/ Stuart R. Knott
-----------------------------------------
President
/s/ R. J. McCarty
-----------------------------------------
Assistant Secretary
-125-
ARTICLES OF ASSOCIATION
OF
THE KANSAS CITY SOUTHERN RAILWAY COMPANY.
The undersigned, Thomas R. Morrow, James P. Gilmore, Frank E. House,
Harry B. Hurd and Silas W. Pettit, being desirous of forming a company for the
purpose of constructing, maintaining and operating a standard or broad gauge
railroad for public use, in the conveyance of persons and property, and thereby,
procuring, acquiring, possessing, using and exercising all the powers vested by
the statutes of the State of Missouri, and all amendments thereto, in such case
made and provided in corporations of that character, do hereby associate and
form themselves into a company for the purposes and with the objects aforesaid,
and do for that purpose hereby make and sign the following Articles of
Association:
First. The name of the company is and shall be "The Kansas City
Southern Railway Company."
Second. The number of years for which the said corporation is to
continue is nine hundred and ninety-nine.
Third. The railroad of said company is to be constructed or maintained
and operated from and in the City of Kansas City, in the County of Jackson and
State of Missouri, to and in the City of Mena, in the County of Polk, in the
State of Arkansas, with such switches, spurs, side-tracks, extensions and
branches as may be necessary, requisite, convenient or desirable.
Fourth. The length of said railroad, as nearly as the same can be
determined, is three hundred and eighty miles.
Fifth. The names of each county in the State of Missouri, through which
or into which said road is made or intended to be made, are Jackson, Cass,
Bates, Vernon, Barton, Jasper, Newton and McDonald.
Sixth. The amount of the capital stock of said company is Fifty-one
Million Dollars, divided into Five Hundred and Ten Thousand shares of the par
value of one hundred dollars each of which twenty-one million dollars shall be
preferred stock and thirty million dollars shall be common stock.
The holders of the preferred stock shall be entitled to receive from the
net earnings of the Company dividends thereon up to but not exceeding the rate
of Four per cent per annum, as the same may be ascertained and determined by the
Directors, and in their discretion declared, before any dividends shall be
declared or paid upon the common stock for the same period, but such dividends
on the preferred stock shall not be cumulative, nor shall the preferred stock
during such period be entitled to participate in any other or additional
earnings or profits, but such additional earnings or profit may be subject to
application by the Directors to dividends upon the common stock or other uses of
the Company, as they may determine.
In case of liquidation or dissolution of the Company, the holders of
preferred stock shall be entitled to receive payment to the amount of the par
value thereof before any payment or liquidation is made upon the common stock,
and shall not thereafter participate further in the property of the Company or
the proceeds of the sale thereof.
Seventh. The names and places of residence of the directors of said
company, who shall manage its affairs for the first year and until others are
chosen in their places, are as follows:
NAMES. PLACES OF RESIDENCE.
JOHN W. GATES. City of Chicago, Illinois.
-126-
ISAAC L. ELLWOOD. Dekalb, Illinois.
WILLIAM EDENBORN. City of Chicago, Illinois.
JOHN LAMBERT. City of Joliet, Illinois
MAX PAM. City of Chicago, Illinois.
JOHN J. MITCHELL. City of Chicago, Illinois.
EDWARD H. HARRIMAN. City of New York, New York.
OTTO H. KAHN. City of New York, New York.
WILLIAM F. HARRITY. City of Philadelphia, Pennsylvania.
JAMES HOPKINS. City of St. Louis, Missouri.
ALFRED CLIFFORD. City of St. Louis, Missouri.
JULIUS S. WALSH. City of St. Louis, Missouri.
SILAS K. PETTIS. City of Philadelphia, Pennsylvania.
Eighth. The first meeting of the corporation hereby organized, shall be
convened in Kansas City, Jackson County, Missouri, at the office of Lathrop,
Morrow, Fox & Moore, 117 West 6th Street, on the 20th day of March, A. D. 1900,
at the hour of 9 'clock a. m.. and any additional notice of said meeting is
hereby waived.
IN WITNESS WHEREOF the undersigned have, on this 17th day of March, A.
D. 1900, hereunto subscribed their names and places of residence and the number
of shares of stock each of the subscribers agrees to take in said company.
NAME PLACES OF RESIDENCE. NO. OF SHARES( )
/s/ Thomas Ruhlmann Kansas City, MO Ten
- ---------------------------------------------------------------------------------------
/s/ James P. Gilmore Kansas City, MO Ten
- -----------------------------------------------------------------------------------------------------
/s/ Frank E. Reese Kansas City, MO Ten
- ----------------------------------------------------------------------------------------------
/s/ Harry B. Hurd Chicago, Ill. Ten.
- ----------------------------------------------------------------------------------------------
/s/ Silas W. Pettit Philadelphia, PA Four Thousand and nine
- ----------------------------------------------------------------------------------------------
hundred and sixty
- ----------------------------------------------------------------------------------------------
STATE OF MISSOURI, )
)ss.
COUNTY OF JACKSON, )
ALFRED CLIFFORD, JAMES HOPKINS, WILLIAM EDENBORN, being first duly
sworn, depose and say, that they are three of the directors named in the annexed
Articles of Association of The Kansas City Southern Railway Company; that it is
proposed that said Railway Company shall construct or maintain and operate a
standard or broad gauge railroad, and that five thousand shares, being more than
one thousand dollars of the capital stock of said corporation for every mile of
standard or broad gauge railroad proposed to be made, has been in good faith
subscribed, and that the sum of five hundred thousand dollars, being the full
par value thereof, has been in good faith paid in cash thereon, and that it is
intended in good faith to construct or maintain and operate the standard or
broad gauge road mentioned in such Articles of Association.
/s/ Alfred Clifford
------------------------------------
-127-
/s/ James Hopkins
------------------------------------
/s/ William Edenborn
------------------------------------
Subscribed and sworn to before me this 17th day of March. A. D. 1900.
/s/ Howard L. Lea
------------------------------------
Notary Public, Jackson County, MO
My term expires Oct. 2, 1903.
-128-
We, the undersigned, do hereby certify that we are the President and
Secretary respectively of The Kansas City Southern Railway Company, a
corporation organized and existing under and by virtue of the laws of the State
of Missouri.
We do further certify that the owners and holders of the entire capital
stock of said Company, issued and outstanding, did on the 20th day of March, A.
D. 1900, in writing, assent that the said The Kansas City Southern Railway
Company might purchase the line of Railroad of the Kansas City, Pittsburg and
Gulf Railroad Company, and might acquire and hold all or any part of the
obligations and stock of the following Railroad Companies:-
Kansas City, Pittsburg & Gulf Railroad Company, a Missouri corporation,
Kansas City Suburban Belt Railroad Company, a Missouri corporation,
Union Terminal Railroad Company, a Missouri corporation,
Kansas City & Independence Air Line, a Missouri corporation,
Consolidated Terminal Railroad Company, a Missouri corporation,
Texarkana & Ft. Smith Railway Company, a Texas corporation,
Kansas City, Shreveport & Gulf Railway Company, a Louisiana corporation,
Kansas City, Shreveport & Gulf Terminal Company, a Louisiana corporation.
We do further certify that the lines of railroad of the several
companies above named form a continuous and connected through line from and in
Kansas City, Missouri, to and in Port Arthur, Texas.
IN WITNESS WHEREOF, we have signed this certificate and have sealed the
same with the seal of said corporation this 31st day of March, A.D. 1900.
/s/ B. George
-------------------------------------------
President
/s/ Harry Boyd Hurd
-------------------------------------------
Secretary
-129-