SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
KANSAS CITY SOUTHERN INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 44-0663509
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
114 WEST 11TH STREET, KANSAS CITY, MISSOURI 64105
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(Address of Principal Executive Offices) (Zip Code)
THIRTEENTH OFFERING UNDER THE EMPLOYEE STOCK PURCHASE PLAN
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(Full Title of the Plan)
Jay M. Nadlman, Esq.
Kansas City Southern Industries, Inc.
114 West 11th Street, Kansas City, Missouri 64105
(816) 983-1384
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(Name, Address and Telephone, Including Area Code, of Agent For Service)
Copies to:
John F. Marvin, Esq.
Diane M. Bono, Esq.
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, Missouri 64111
(816) 460-2400
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To be To be Price Offering Registration
Registered Registered(1) Per Unit Price Fee(2)
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Common Stock 3,000,000 $10.68 $32,040,000 $8,010
($0.01 par value)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) The amount of the registration fee is estimated in accordance with Rules
457(c) and 457(h)(1). For the purpose of calculating the amount of the
registration fee, it was assumed that the 3,000,000 shares available for
this offering would be purchased at $10.68 (85% of the average of the high
and low prices of the Registrant's common stock on November 7, 2001 as
reported by the New York Stock Exchange).
INCORPORATION BY REFERENCE
The contents of the Registrant's registration statement on Form S-8 (File
No. 33-54168) are hereby incorporated by reference into this registration
statement.
ITEM 8. EXHIBITS
The exhibits are listed in the Exhibit Index of this registration
statement, which Exhibit Index is incorporated herein by reference.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Kansas City, state of Missouri, on November 8,
2001.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By: /S/ M.R. HAVERTY
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Michael R. Haverty
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael R. Haverty, Gerald K. Davies, Robert H.
Berry and Louis G. Van Horn, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in fact and agents or any of them, or their,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on November 8, 2001 by the following
persons in the capacities indicated.
SIGNATURE TITLE
Chairman of the Board of Directors;
/S/ M.R. HAVERTY President and Chief Executive Officer
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Michael R. Haverty
Senior Vice President and Chief Financial
/S/ ROBERT H. BERRY Officer
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Robert H. Berry
/S/ LOUIS VAN HORN Vice President and Comptroller
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Louis G. Van Horn
/S/ A. EDWARD ALLINSON Director
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A. Edward Allinson
/S/ MICHAEL G. FITT Director
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Michael G. Fitt
/S/ JAMES R. JONES Director
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James R. Jones
/S/ LANDON ROWLAND Director
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Landon H. Rowland
/S/ RODNEY E. SLATER Director
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Rodney E. Slater
/S/ BYRON G. THOMPSON Director
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Byron G. Thompson
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Kansas City, state of
Missouri, on November 8, 2001.
EMPLOYEE STOCK PURCHASE PLAN
By: /S/ JAMES R. JONES
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Name: James R. Jones
Title: Director, Chairman of the Committee
administering the Plan
INDEX TO EXHIBITS
EXHIBIT
NO. DOCUMENT
4.1 Articles Fourth, Eighth, Eleventh, Twelfth, Thirteenth, Fourteenth and
Fifteenth of the Registrant's Restated Certificate of Incorporation,
as amended, filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 filed on January 25, 2001 (File No. 333-54262),
are hereby incorporated by reference as Exhibit 4.1
4.2 Article I, Sections 1, 3 and 11 of Article II, Article V and Article
VIII of the Registrant's Bylaws, filed as Exhibit 3.2 to Registrant's
Form 10-Q for the quarter ended March 31, 2001 (File No. 1-4717), are
hereby incorporated by reference as Exhibit 4.2
4.3 Rights Agreement by and between the Registrant and Harris Trust and
Savings Bank dated as of September 19, 1995, filed as Exhibit 99 to
the Registrant's Form 8-A dated October 24, 1995 (File No. 333-54262),
is hereby incorporated by reference as Exhibit 4.3
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers, S.C.
23.3 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1)
99 Employee Stock Purchase Plan, as amended and restated on September 26,
2001