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):
July 12, 2000
KANSAS CITY SOUTHERN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-4717 44-0663509
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
114 WEST 11TH STREET, KANSAS CITY, MISSOURI 64105
(Address of Principal Executive Offices)
(816) 983-1303
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On June 14, 2000, the Board of Directors of Kansas City Southern
Industries, Inc. ("KCSI") declared a dividend payable to the holders of
KCSI common stock, par value $0.01 per share ("KCSI Common Stock"),
distributing on a pro-rata basis (the "Distribution") all of the
outstanding shares of common stock of Stilwell Financial Inc., a Delaware
corporation ("Stilwell"), and a wholly-owned subsidiary of KCSI. Stilwell
holds the financial services businesses of KCSI, including, among others,
an approximate 81.5% ownership in Janus Capital Corporation, an approximate
86% ownership in Berger LLC, an 80% ownership in Nelson Money Managers plc
and an approximate 32% investment in DST Systems, Inc. Each holder of
record of KCSI Common Stock received two shares of common stock of
Stilwell, par value $0.01 per share ("Stilwell Common Stock"), for every
one share of KCSI Common Stock held on June 28, 2000 (the "Record Date").
KCSI effected the Distribution on July 12, 2000 by delivering all of the
outstanding shares of Stilwell Common Stock to the distribution agent for
distribution to the stockholders of record of KCSI Common Stock on the
Record Date. The total number of shares of Stilwell Common Stock
distributed was 222,999,786 based upon the number of shares of KCSI Common
Stock outstanding on the Record Date. Stilwell Common Stock certificates
were mailed on or about July 12, 2000.
No consideration was paid by KCSI's stockholders for the shares of Stilwell
Common Stock received in the Distribution, nor were stockholders required
to surrender or exchange shares of KCSI Common Stock nor take any other
action in order to receive shares of Stilwell Common Stock.
In connection with the Distribution and the Reverse Stock Split (as defined
below), KCSI has adjusted its financial statements, on a pro forma basis,
to reflect the departure of the Stilwell businesses from KCSI's
consolidation. The pro forma financial statements are included with this
Current Report as exhibit 99.1.
Item 5. Other Events.
On July 12, 2000, KCSI's Certificate of Incorporation was amended (the
"Amendment"), to effect a one for two reverse stock split (the "Reverse
Stock Split") of KCSI Common Stock. The Amendment was approved by
stockholders at a special meeting on July 15, 1998. The proxy statement
explaining the Reverse Stock Split was mailed to stockholders on or about
June 9, 1998.
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Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma KCSI consolidated financial statements are attached hereto as
Exhibit 99.1
(c) Exhibits.
99.1 - Pro Forma KCSI Consolidated Financial Statements
SIGNATURE
Pursuant to the requirements of the Securities Exchange act of 1934,
KCSI has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Kansas City Southern Industries, Inc.
Date: July 14, 2000 By: /s/ Louis G. Van Horn
Louis G. Van Horn
Vice President & Comptroller
(Principal Accounting Officer)
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EXHIBIT INDEX
99.1 Pro Forma KCSI Consolidated Financial Statements