SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
Form S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Delaware 44-0663509
________________________ _________________________
(State or other jurisdiction of (IRS Employer Identification
No.)
incorporation or organization)
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Richard P. Bruening, Esq.
Vice President and General Counsel
Kansas City Southern Industries, Inc.
114 West 11th Street, Kansas City, Missouri 64105 (816) 556-0370
Copies to:
John Marvin, Esq.
Leonard Jurden, Esq.
Watson & Marshall L.C.
1010 Grand
Amount to Proposed Proposed Amount of
Title of be Maxi- Maxi- Registratio
Securities Registered mum mum n
to <F1> Offering Aggregate Fee <F2>
be Price Per Offering
Registered Share Price
Common 250,000 $38.46 $9,615,000 $3,316
Stock
($0.01 par
value)
<F1>
Registrant also hereby, pursuant to General Instruction F to Form
S-8, registers an indeterminate amount of interests in the
Employee Stock Purchase Plan that constitute separate securities
and are required to be registered under the Securities Act.
<F2>
The amount of the registration fee is estimated in accordance
with Rules 457(c) and 457(h)(1). At this time, it is not
possible to determine the price at which shares will be
purchased. For the purposed of calculating the amount of the
registration fee, it was assumed that the 250,000 shares
available for this offering would be purchased at $38.46 (85% of
the average of the high and low prices of the Registrant's Common
Stock on November 15, 1995 as reported by the New York Stock
Exchange).
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INCORPORATION BY REFERENCE
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.
SIGNATURES
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 amendment to 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 this 15th day of November, 1995.
KANSAS CITY SOUTHERN INDUSTRIES,
INC.
By /s/ Landon H. Rowland ____________________________ Landon H. Rowland President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Landon H. Rowland, Richard P. Bruening and Joseph D. Monello his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for 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 such attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing required 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 such attorneys-in-fact and agents, each acting alone, 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 by the following persons in the capacities and on the dates indicated.
Signature and Name Capacity Date
__________________ ________ ____
/s/ A. Edward Allinson Director November 15, 1995
/s/ Paul F. Balser Director November 15, 1995
/s/ James E. Barnes Director November 15, 1995
/s/ Thomas S. Carter Director November 15, 1995
/s/ Michael G. Fitt Director November 15, 1995
/s/ Michael R. Haverty Executive November 15, 1995
Vice President;
Director
____________________ Chairman of ___________, 1995
Paul H. Henson the Board of
Directors
/s/ Joseph D. Monello Vice November 15, 1995
President
(Chief Financial
Officer)
/s/ Landon H. Rowland President and November 15, 1995
Chief Executive
Officer; Director
/s/ Morton I. Sosland Director November 15, 1995
/s/ Louis G. Van Horn Comptroller; November 15, 1995
Officer)
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INDEX TO EXHIBITS
_________________
Exhibit Document
_______ ________
5 Opinion of Watson & Marshall L.C. (includes
consent)
23 Consent of Independent Accountants
99 Employee Stock Purchase Plan, as amended and
restated
on November 15, 1995
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Exhibit 5
November 20, 1995
Kansas City Southern Industries, Inc.
114 West 11th Street
Kansas City, Missouri 64105
Re: Registration Statement on Form S-8 for Kansas City Southern Industries, Inc.
Ladies and Gentlemen:
We have acted as counsel to Kansas City Southern Industries, Inc., a Delaware corporation (the "Company"), in
connection with the preparation and filing with the U.S. Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the issuance and sale of up to 250,000 shares (the "Registered Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), in connection with the Employee Stock Purchase Plan (the "Plan"). We are rendering this opinion pursuant to Item 8 of Form S-8 and Item 601 of Regulation S-K promulgated by the Commission.
In connection with rendering this opinion, we have examined and relied without investigation upon the following:
(a) The Plan adopted by the Company's Board of Directors on February 18, 1977, as amended and restated on November 15, 1995;
(b) The Registration Statement expected to be filed on November 21, 1995 and the related prospectus;
(c) The Company's Certificate of Incorporation and Bylaws, as amended, and the minutes of the applicable Board of Director meeting; and
(d) Such documents, certificates and records of public officials and the Company and its officers and other documents and legal matters as we have deemed necessary for the purpose of rendering this opinion.
Subject to the assumptions, qualifications and our examination as described herein, it is our opinion that the Registered Shares will, upon issuance and sale pursuant to the terms of the Plan, be validly issued, fully paid and nonassessable.
In rendering this Opinion, we have assumed without investigation that at the time of issuance of the Registered Shares:
(1) The pertinent provisions of the Securities Act, all other securities laws and regulations, and such "blue-sky" securities laws as may be applicable (as to which no opinion is given herein) have been complied with;
(2) There has been no change in the applicable law or the pertinent provisions of the Company's Certificate of Incorporation or Bylaws since the date of this Opinion;
(3) There have been no changes in the number of Registered Shares, shares of Common Stock issued or shares of Common Stock reserved for issuance that causes the Registered Shares together with the shares theretofore issued to exceed the shares of Common Stock authorized in the Company's Certificate of Incorporation;
(4) The board of directors of the Company has taken the
necessary actions to duly authorize the issuance of the Registered Shares;
(5) The board of directors of the Company will have taken the necessary corporate action determining that the value of the consideration to be received for the issuance of the Registered Shares is at least equal to the par value of such shares, such consideration will have been actually received by the Company, and there is no actual fraud in the taking of such action.
(6) The certificates or other records evidencing the Registered Shares and the ownership thereof are in proper form and have been duly and properly completed and properly executed;
(7) The Registered Shares have been duly delivered;
(8) The Shares have been issued in accordance with the terms of the Plan, and all other terms and conditions of the Plan have been satisfied; and
(9) All required filings with and reports to the Secretary of the State of Delaware and Delaware taxing authorities on behalf of the Company have been duly made on a timely basis, and neither the incorporation, corporate status or good standing of the Company has been revoked or rescinded.
This Opinion is subject to the following assumptions (in addition to the other assumptions set forth herein), exceptions, qualifications and limitations:
(a) In our examination and in rendering this Opinion, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, that each document submitted to us for review is accurate and complete, that each such document that is an original is authentic, that each document that is a copy conforms to an authentic original, and that all signatures on the document are genuine.
(b) We are admitted to the Bar of the State of Missouri, and we express no opinion as to the laws of any jurisdictions other than the general corporation law of the State of Delaware. Although we are not admitted to practice in Delaware, in rendering this Opinion, we have reviewed and relied without investigation upon the standard compilations of the laws thereof. In addition, our opinion is intended to address only the specific legal issues directly and explicitly referred to herein, and does not address, by implication or otherwise, any other matter or issue.
(c) In rendering this Opinion, we have relied without investigation on the representations, warranties and covenants of the Company in the Plan and related prospectus, and we have assumed without investigation that such representations, warranties, covenants and agreements were accurate, complete and fair, and contained no omission of material facts, both on the date made and on and as of the date of this Opinion as though
made on the date hereof, and that each of such parties has complied with, performed or satisfied such representations, warranties, covenants, and agreements on their part required to be complied with, performed or satisfied on or before the date hereof.
(d) In rendering this Opinion, we have relied without investigation on the certificate of the Company.
Other than the addressee, who is hereby authorized to rely on this Opinion, no one is entitled to rely on this Opinion.
This Opinion is based on applicable law and our understanding of factual matters at the date hereof, and we disclaim any obligation to revise or supplement this Opinion based upon any change in applicable law or any factual matter that occurs or comes to our attention after the date hereof.
We hereby consent to the filing of this Opinion as an exhibit to and to being named in the Registration Statement or the related prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/S/ WATSON & MARSHALL L.C. |
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation be reference in this Registration Statement on Form S-8 of our report dated February 23, 1995, which appears on page 47 of the 1994 Annual Report to Stockholders of Kansas City Southern Industries, Inc., which is incorporated by reference in Kansas City Southern Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994.
/s/ Price Waterhouse LLP Kansas City, Missouri November 20, 1995 |
Exhibit 99
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
November 15, 1995
1. Purpose
The purpose of this Employee Stock Purchase Plan is to encourage and enable Eligible Employees of KCSI and certain of its Subsidiaries and Affiliates to acquire proprietary interests in KCSI through the ownership of Common Stock in order to establish a closer identification of their interests with those of KCSI by providing them with a more direct means of participating in its growth and earnings which, in turn, will provide motivation for participating Employees to remain in the employ of and to give greater effort on behalf of the KCSI Group.
2. Definitions
The following words or terms, when used herein, shall have the following respective meanings:
(a) "Plan" or "The Plan" shall mean and refer to this Kansas City Southern Industries, Inc. Employee Stock Purchase Plan.
(b) "KCSI Group" shall mean and refer to KCSI, Inc., and its Subsidiaries and Affiliates collectively.
(c) "KCSI" shall mean and refer to Kansas City Southern Industries, Inc.
(d) "Shares," "Stock" or "Common Stock" shall mean and refer to shares of $0.01 par value Common Stock of KCSI, which it is authorized by its Certificate of Incorporation to issue.
(e) "Committee" or "The Committee" shall mean and refer to the Committee appointed by the Board of Directors of KCSI, to administer this Plan.
(f) "Eligible Employee" or "Employee" shall mean and refer to a person regularly employed by KCSI or those of its Subsidiary or Affiliated Entities designated by the KCSI Board of Directors on such date as shall be designated by the Committee for any offering of Stock made pursuant to this Plan; provided, however, persons whose customary employment is for only 20 hours or less per week or for not more than five months in any calendar year shall not be an "Employee" or an "Eligible Employee" as those terms are used herein.
(g) "Purchase Period" shall mean and refer to the number of calendar months during which installment payments for Stock purchased under the Plan shall be made.
(h) "Option" or "Options" shall mean and refer to
the right or rights granted to Eligible Employees to purchase KCSI's Common Stock under an offering made under this Plan pursuant to their elections to purchase.
(i) "Subscription Period" shall mean and refer to that period of time prescribed in any offer of Stock under this Plan beginning on the first day Employees may elect to purchase Shares and ending on the last day such elections to purchase are authorized to be received and accepted.
(j) "Average Market Price" shall mean and refer to the mean of the high and low prices for KCSI Shares traded on the New York Stock Exchange.
(k) "Annual Pay" shall mean and refer to annual base rate of pay as determined from the payroll records on such date as shall be designated by the Committee for any offer of Stock made pursuant to this Plan.
(l) "Maximum Purchase Price" shall mean 85% of the Average Market Price on the Date of Grant designated by the Board of Directors under an offering made under this Plan, or if no Shares were traded on that day, on the last day prior thereto on which Shares were traded.
(m) "Outstanding Election" shall mean an election to purchase Stock in an offering under the Plan, or that part of such an election, which has not been cancelled (including voluntary cancellation by the Employee and deemed cancellations under Paragraphs 14 and 15) prior to the close of business on the last business day of the Purchase Period.
(n) "Subsidiary," "Affiliate" or "Affiliated Entity" shall mean any corporation (other than the employer corporation) in an unbroken chain of corporations beginning with the employer corporation if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns Stock possessing 50% or more of the total combined voting power of all classes of Stock in one of the other corporations in such chain.
(o) "Active Service" shall mean and refer to the state of being paid for services performed or paid while absent for sickness, vacation, holidays or paid leave of absence, but shall not include termination or severance payments.
(p) "Date of Grant" shall mean the date designated by the Board of Directors as the date Options are granted to Eligible Employees pursuant to an offering made under this Plan.
3. Shares Reserved for Plan
A total of 4,068,805 Shares of KCSI's authorized and unissued $0.01 par value Common Stock are reserved for this Plan. The Shares so reserved may be issued and sold pursuant to one or more offerings under the Plan. With respect to any such
offering, the Board of Directors will specify the number of Shares to be made available, the length of the Subscription Period, the length of the Purchase Period, the Date of Grant and such other terms and conditions not inconsistent with the Plan as may be necessary or appropriate.
In the event of a subdivision or combination of KCSI's Shares, the maximum number of Shares which may thereafter be issued and sold under the Plan and the number of Shares under elections to purchase at the time of such subdivision or combination will be proportionately increased or decreased, the terms relating to the price at which Shares under elections to purchase will be sold will be appropriately adjusted, and such other action will be taken as in the opinion of the Board of Directors is appropriate under the circumstances. In the case of reclassification or other changes in KCSI's Shares, the Board of Directors will make appropriate adjustments.
4. Administration of the Plan
This Plan shall be administered by a Committee appointed by the Board of Directors, consisting of not less than three members of the Board who are not eligible to participate in this Plan and one of whom shall be designated as Chairman of the Committee. The Committee is vested with full authority to make, administer and interpret such equitable rules and regulations regarding this Plan or to make amendments to the Plan itself as it may deem advisable. Its determinations as to the interpretation and operation of this Plan shall be final and conclusive.
The Committee may act by a majority vote at a regular or special meeting of the Committee or by decision reduced to writing and signed by a majority of the Committee without holding a formal meeting.
Vacancies in the membership of the Committee arising from death, resignation or other inability to serve shall be filled by appointment by the Board of Directors.
5. Participation in the Plan
Options to purchase Shares will be granted to Eligible Employees as defined above; provided, however, the Board of Directors may determine, as to any offering of Common Stock made under this Plan, that the offer will not be extended to highly compensated Employees within the meaning of section 414(q) of the Internal Revenue Code of 1986, as amended.
6. Employee's Election to Purchase - Grant of Options
In order to participate in an offering under the Plan, an Eligible Employee must elect to purchase Shares by signing a form provided by KCSI showing the number of Shares the Employee elects to purchase and delivering it before the end of the Subscription Period for the offering to the chief accounting
officer of the KCSI Group entity by whom he is employed or other officer designated in the offer to receive and accept such elections. Notice that an election to purchase Shares has become effective, that the Employee has been granted an Option to purchase Shares and showing the number of Shares which the Employee has elected to purchase under the Option (subject to adjustment pursuant to Paragraph 7) shall be delivered to each participating Employee.
7. Number of Shares Which May Be Purchased
In each offering under the Plan, each Eligible Employee may elect to purchase and shall be granted an Option to purchase up to a maximum number of Shares, the total purchase price of which does not exceed such percentage of such Employee's Annual Pay as specified by the Committee for the Stock offering; provided, however, that no such Employee shall be granted an Option to purchase less than 10 Shares in any offering under this Plan; provided, further, that no Employee shall be granted an Option to purchase Shares under this Plan if such Employee, immediately after such Option is granted, owns or holds Options to purchase Stock possessing 5% or more of the total combined voting power or value of all classes of Stock of KCSI or of any of its Subsidiaries; provided, further, no Employee may be granted an Option to purchase Stock which permits his rights to purchase Stock under all such Plans of KCSI and any of its Subsidiaries to accrue at a rate which exceeds $25,000 of fair market value of such Stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. Any Employee may elect to purchase less than the maximum number of Shares which he is entitled to elect to purchase.
The number of Shares which an Eligible Employee elects to purchase in an offering under the Plan may be reduced in the event the offering is over-subscribed. No Option granted to an Eligible Employee in an offering under the Plan shall permit such Employee to purchase Shares which, if added together with the total number of Shares purchased by all other Employees in such offering, would exceed the total number of Shares authorized for sale in such offering. As of the close of business on the last business day of the Purchase Period in an offering, the number of Shares which all Eligible Employees have elected to purchase under Outstanding Elections shall be counted. If the total number of Shares which all Eligible Employees have elected to purchase under Outstanding Elections in the offering exceeds the number of Shares authorized to be sold in the offering, the number of Shares for which each such Outstanding Election is effective shall be reduced on a pro rata basis, and the total number of Shares which may be purchased pursuant to all such Outstanding Elections shall not exceed the total number of Shares authorized for sale in such offering.
All Shares authorized to be sold in any offering under this Plan in excess of the total number of Shares purchased by Eligible Employees in any such offering shall continue to be reserved for this Plan and shall be available for inclusion in
any subsequent offering under this Plan.
8. Purchase Price
The purchase price per Share (except in case of a deemed cancellation of election to purchase) will be 85% of the Average Market Price on the last business day of the month in which the Purchase Period ends or, if no Shares were traded on that day, on the last day prior thereto on which Shares were traded; provided the purchase price per Share will not be more than the Maximum Purchase Price; provided, further, the purchase price will in no event be less than the par value of the Shares.
9. Method of Payment
Payment for Shares purchased pursuant to the Plan shall be made in installments, with no right of prepayment. Each Employee electing to purchase Shares shall authorize the withholding from his regular pay for each month during the Purchase Period the sums which will produce at the end of the Purchase Period an amount sufficient to accumulate the Maximum Purchase Price per Share multiplied by the number of Shares the Employee elected to purchase on the election form submitted by the Employee in accordance with Paragraph 6 of this Plan. Such deductions shall be in uniform monthly amounts in conformity with his employer's payroll deduction schedule. In no event shall an Employee be permitted to complete payment for or receive any Shares after 27 months from the Date of Grant of the Option to him pursuant to Paragraph 6.
10. Interest on Payments
No interest shall be paid on sums withheld from an Employee's pay for purchase of Shares under this Plan.
11. Rights as Stockholder
An Employee will become a stockholder with respect to Shares which are purchased pursuant to Options granted under the Plan when such Shares are transferred into the Employee's name on the books and records of the Company. Ownership of Shares purchased under the Plan will be entered on the books and records of the Company as soon as practicable after payment for the Shares has been received in full by the Company. A certificate for Shares purchased under the Plan will be issued as soon as practicable after an Employee becomes a stockholder. An Employee will have no rights as a stockholder with respect to Shares for which an election to purchase has been made under the Plan until such Employee becomes a stockholder as provided above.
12. Rights to Purchase Shares Not Transferable
An Employee's rights under his election to purchase Shares under this Plan may not be sold, pledged, assigned, or transferred in any manner, provided, that if an Employee's election to purchase is deemed to be cancelled due to his death, the Employee's estate or the person acquiring the Employee's
rights under the Plan by bequest, inheritance, intestacy or by written designation filed by the Employee with the Company before death may exercise the deceased Employee's rights under the Plan for 12 months after such Employee's death, provided, that in no event may the Employee's estate or such person exercise an Option under the Plan more than 27 months after the Date of Grant. If an Employee's rights are sold, pledged, assigned, or transferred in violation of this paragraph, the right to purchase Shares of the Employee guilty of such violation shall terminate and the only right remaining under such Employee's election to purchase will be to have paid over to the person entitled thereto the amount then credited to the Employee's account.
13. Cancellation of Election to Purchase
An Employee who has elected to purchase Shares may cancel his election as to any or all of such Shares by written notice of cancellation delivered to the chief accounting officer of the KCSI Group entity by whom he is employed or other officer designated to accept such notice of cancellation, but such notice of cancellation must be so delivered before the close of business on the last business day of the Purchase Period. If an Employee cancels his election as to only a part of the Shares, he shall continue to make the required installment payment with respect to the number of Shares for which his election is not cancelled. With respect to the Shares for which he cancels his election, the Employee shall receive in cash, as soon as practicable after delivery of the notice of cancellation, the amount credited to his account with respect to such Shares.
14. Deemed Cancellations
(a) Events Constituting a Deemed Cancellation
(i) Leave of Absence, Lay-Off or Temporarily Out of Active Service
An Employee purchasing Stock under the Plan who is granted a leave of absence, is laid off, or otherwise temporarily out of Active Service during the Purchase Period may elect during such absence, for a period of no longer than 90 days and not beyond the last day of the Purchase Period, to make his installment payments in cash if payroll deductions are not sufficient to cover the deduction.
If an Employee does not return to Active Service upon the expiration of his leave of absence or lay-off or, in any event, within 90 days from the date of his leaving Active Service, (unless the right to reemployment with the corporation is guaranteed either by statute or contract) his election to purchase shall be deemed to have been cancelled on the 91st day after such Employee's leaving Active Service.
(ii) Effect of Failure to Make Payments When Due
If in any payroll period, for any reason not set forth in Paragraph 14(a)(i), an Employee has no pay or his pay is
insufficient (after other authorized deductions) to permit deduction of his installment payment, such payment may be made in cash at the time. In the event of insufficient pay, notification requesting payment will be sent to the participant at his last known address.
Subject to the above and other provisions of this Plan permitting postponement, if an Employee fails to make any payment, his election to purchase shall be deemed to have been cancelled at the time such payment was due.
(iii) Termination of Employment
If, before an Employee has completed payment for Shares under the Plan, he resigns, is dismissed or transferred to a company other than KCSI or a Subsidiary of KCSI, or if the entity by which he is employed should cease to be a Subsidiary of KCSI, his election to purchase shall be deemed to have been cancelled at that time.
(b) Terms and Conditions of a Deemed Cancellation
In the event that an Employee's election to purchase Shares is deemed to be cancelled due to a leave of absence, failure to make a payment when due or termination of employment, each as defined above, the Company will notify the Employee of such deemed cancellation by mailing notice to him at his last known address. Once an Employee's election to purchase Shares is deemed to be cancelled the Employee may elect to (1) receive cash in the amount credited to his account at the time the deemed cancellation becomes effective, or (2) apply this amount to the purchase of as many Shares as the amount will purchase and receive the balance of the account, if any, in cash. Such an election to purchase Shares must be made within three months after notification by the Company of the deemed cancellation, but not later than the last business day of the Purchase Period nor more than three months after the effective date of the deemed cancellation. Unless an election to obtain Shares is made within the allowable time periods described above, such Employee's only right will be to receive in cash the total amount credited to his account.
A deemed cancellation of an election to purchase Stock will become effective at the close of business on the day the event causing the deemed cancellation occurs, but in no event later than the last business day of the Purchase Period. In the event an Employee elects to purchase Shares within the allowable time periods described above, the purchase price per share shall be the lesser of (1) 85% of the Average Market Price on the last business day of the month in which the deemed cancellation is effective, or (2) the Maximum Purchase Price, provided, that in no event will the purchase price be less than the par value of the Shares.
15. Death of a Participant
If an Employee dies before he has completed payment
for Shares under the Plan, his election to purchase Shares shall be deemed to have been cancelled on the date of death. In this event the Company will notify the Employee's estate or designated beneficiary(ies) of such deemed cancellation by mailing notice to the last known address. Once an Employee's election to purchase Shares is deemed to be cancelled, the estate or designated beneficiary(ies) may elect to (1) receive cash in the amount credited to his account at the time the deemed cancellation becomes effective, or (2) apply this amount to the purchase of as many Shares as the amount will purchase and receive the balance of the account, if any, in cash. Such election must be made by the Employee's estate or the designated beneficiary(ies) within 12 months after the Employee's death, provided, that in no event may the Employee's estate or such person make the election more than 27 months after the Date of Grant. Unless an election to obtain Shares is made within the allowable time periods described above, the only right will be to receive in cash the total amount credited to the account.
A deemed cancellation of an election to purchase Stock will become effective at the close of business on the day the event causing the deemed cancellation occurs, but in no event later than the last business day of the Purchase Period. In the event an Employee's estate, or the designated beneficiary(ies), elects to purchase Shares within the allowable time periods described above, the purchase price per share shall be the lesser of (1) 85% of the Average Market Price on the last business day of the month in which the deemed cancellation is effective or (2) the Maximum Purchase Price, provided, that in no event will the purchase price be less than the par value of the Shares.
16. Application of Funds
All funds received by KCSI in payment for Shares purchased under this Plan and held by KCSI at any time may be used for any valid corporate purpose.
17. Commencement of Plan
This Plan shall commence on the first day of January, 1977.
18. Government Approvals or Consents
This Plan and any offering and sales to Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. The Board of Directors of KCSI may make such changes in the Plan and include such terms in any offering under this Plan as may be necessary or desirable, in the opinion of counsel for KCSI to comply with the rules or regulations of any governmental authority, or to be eligible for tax benefits under the United States Internal Revenue Code of 1986, as amended, or the laws of any state.