10-K/A 1 0001.txt AMENDMENT #2 TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-4717 KANSAS CITY SOUTHERN INDUSTRIES, INC. (Exact name of Company as specified in its charter) Delaware 44-0663590 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 114 West 11th Street, Kansas City, Missouri 64105 (Address of principal executive offices) (Zip Code) Company's telephone number, including area code (816) 983-1303 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of Each class which registered ------------------- ---------------- Preferred Stock, Par Value $25 Per New York Stock Exchange Share, 4%, Noncumulative Common Stock, $.01 Per Share Par Value New York Stock Exchange Securities registered pursuant to Section 12 (g) of the Act: None Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Company's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] Company Stock. The Company's common stock is listed on the New York Stock Exchange under the symbol "KSU." As of March 31, 2000, 111,399,354 shares of common stock and 242,170 shares of voting Preferred stock were outstanding. On such date, the aggregate market value of the voting common and Preferred stock held by non-affiliates was $9,577,014,534 (amount computed based on closing prices of Preferred and common stock on New York Stock Exchange). DOCUMENTS INCORPORATED BY REFERENCE: Portions of the following documents are incorporated herein by reference into Part of the Report as indicated: Part of Report Document into which incorporated -------- ----------------------- Company's Definitive Proxy Statement for the Parts I, III 2000 Annual Meeting of Shareholders, which will be filed no later than December 31, 1999 Explanatory Note ---------------- The Company hereby amends Part IV, Item 14 of its Form 10-K/A No. 1 for the year ended December 31, 1999, solely for the purpose of filing an updated opinion of counsel which was filed as Exhibit 99.2 to the Company's 10-K/A No. 1. Part IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Item 14(a)(3) EXHIBITS The separate section filed as part of the Annual report on 10-K/A No. 1 under the caption "List of Exhibits" is hereby amended to update the following exhibit which is filed herewith. EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.2 Opinion Letter of Rothgerber Johnson & Lyons LLP dated June 8, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized and in the capacities indicated on June 30, 2000. Kansas City Southern Industries, Inc. By: /s/ Louis G. Van Horn ---------------------------------- Louis G. Van Horn Vice President and Comptroller