SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 23, 2003
KANSAS CITY SOUTHERN
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
---------------------------- ------------------------ ----------------------
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105
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(Address of principal executive offices) (Zip Code)
COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(816) 983 - 1303
NOT APPLICABLE
(Former name or former address if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT
(99) Additional Exhibits
99.1 Press Release issued
by Kansas City
Southern dated
September 23, 2003
entitled, "Kansas City
Southern Board of
Directors Affirm
Pursuit of All Legal
Means to Enforce
Provisions of TFM
Acquisition
Agreement," is
attached hereto as
Exhibit 99.1
ITEM 9. REGULATION FD DISCLOSURE
Kansas City Southern ("KCS" or "Company") is furnishing under Item 9 of this
Current Report on Form 8-K the information included as Exhibit 99.1 to this
report. Exhibit 99.1 is the KCS news release, dated September 23, 2003,
announcing the Board of Directors affirmation of the Company's efforts to pursue
all legal means to enforce provisions of the Acquisition Agreement between KCS
and Grupo TMM, S.A. ("TMM") for TMM's interest in Grupo Transportacion
Ferroviaria Mexicana, S.A. de C.V. ("GTFM"). The KCS Board passed a resolution
instructing management to pursue all legal means to enforce the Agreement while
also, as required by the Agreement, pursuing direct negotiations with TMM.
The Company also announced the U.S. Surface Transportation Board issued a
decision finding no need to rule on the transfer back to TFM, S.A. de C.V.
("TFM") of the 51% interest in Mexrail that KCS acquired on May 9, 2003. The
effect of the decision is to allow TFM to reacquire the shares in accordance
with the Mexrail Stock Purchase Agreement and KCS will abide by that agreement.
The information included in this Current Report on Form 8-K, including Exhibit
99.1, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section.
SIGNATURE
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
hereunto duly authorized.
Kansas City Southern
Date: September 25, 2003 By: /S/ LOUIS G. VAN HORN
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Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
KANSAS CITY SOUTHERN PRESS RELEASE
Cathedral Square - 427 West 12TH Street - P.O. Box 219335
Kansas City, Missouri 64121-9335 NYSE SYMBOL: KSU
DATE: SEPTEMBER 23, 2003
MEDIA CONTACTS:
Mexico Gabriel Guerra Phone: 011-5255-5273-5359
gguerra@gcya.net
U.S. Warren K. Erdman Phone: 816/983-1454
warren.k.erdman@kcsr.com
INVESTORS CONTACT:
William H. Galligan Phone: 816/983-1551
william.h.galligan@kcsr.com
KANSAS CITY SOUTHERN BOARD OF DIRECTORS
AFFIRM PURSUIT OF ALL LEGAL MEANS TO ENFORCE
PROVISIONS OF TFM ACQUISITION AGREEMENT
The Kansas City Southern (KCS) (NYSE:KSU) Board of Directors today
affirmed the company's efforts to pursue all legal means to enforce provisions
of the Acquisition Agreement between KCS and Grupo TMM, S.A. (TMM) for TMM's
interest in Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. (GTFM). The
KCS Board passed a resolution instructing management to pursue all legal means
to enforce the Agreement while also, as required by the Agreement, pursuing
direct negotiations with TMM.
"The Board today affirmed its commitment to the NAFTA Rail transaction
and in enforcing the Acquisition Agreement as it was agreed to and signed by the
parties back in April," said Warren K. Erdman, KCS Vice President - Corporate
Affairs.
KCS delivered a notice of dispute to TMM dated August 29, 2003 in
accordance with the dispute resolution provisions of the Acquisition Agreement.
This initiated a 60-day negotiation period between the parties. If the parties
are unable to resolve the disputes within that period of time, KCS intends to
initiate a binding arbitration in accordance with the terms of the Acquisition
Agreement. KCS maintains that the Acquisition Agreement is still valid and in
effect until December 31, 2004. Under that Agreement, TMM and its affiliates are
precluded from initiating or participating in any negotiations or discussions
with anyone other than KCS for the acquisition or purchase of all or a
substantial portion of the assets of GTFM or any equity interest in GTFM. KCS
has filed a complaint in the Delaware Court of Chancery seeking a preliminary
injunction to preserve the parties' positions while KCS and TMM carry out the
dispute resolution provisions in the Acquisition Agreement.
In other action, the KCS Board received a report on capital investments
the company is making to improve track and facilities that increase the
efficiency of the U.S. railroad and expand its capacity. The report to the KCS
Board outlined progress being made on several capital projects including
sidings, track capacity improvements, power switches, and other facilities and
equipment improvements. It also discussed several operating achievements and the
current capital structure of the company. (The full report can be found at KCS'
website, www.kcsi.com.)
Also, today, the U.S. Surface Transportation Board issued a decision
finding no need to rule on the transfer back to TFM of the 51% interest in
Mexrail that KCS acquired on May 9, 2003. The effect of the decision is to allow
TFM to reacquire the shares in accordance with the Mexrail Stock Purchase
Agreement and KCS will abide by that agreement.
KCS is a transportation holding company that has railroad investments in
the United States, Mexico and Panama. Its primary holding is The Kansas City
Southern Railway Company (KCSR). Headquartered in Kansas City, Missouri, KCSR
serves customers in the central and south central regions of the U.S. KCS' rail
holdings and investments are primary components of a NAFTA Railway system that
links the commercial and industrial centers of the United States, Canada, and
Mexico
THIS PRESS RELEASE INCLUDES STATEMENTS CONCERNING POTENTIAL FUTURE
EVENTS INVOLVING THE COMPANY, WHICH COULD MATERIALLY DIFFER FROM THE EVENTS THAT
ACTUALLY OCCUR. THE DIFFERENCES COULD BE CAUSED BY A NUMBER OF FACTORS,
INCLUDING THOSE FACTORS IDENTIFIED IN A CURRENT REPORT ON FORM 8-K DATED
DECEMBER 11, 2001 FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") COMMISSION FILE NO. 1-4717. THE COMPANY WILL NOT UPDATE ANY
FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE TO REFLECT FUTURE EVENTS OR
DEVELOPMENTS.
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