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):
June 5, 2001
KANSAS CITY SOUTHERN INDUSTRIES, INC.
-------------------------------------
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
114 West 11th 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 5. Other Events
On June 5, 2001, Kansas City Southern Industries, Inc. ("KCSI" or "Company")
announced that former U.S. Secretary of Transportation Rodney E. Slater has been
named to its Board of Directors.
On June 7, 2001, KCSI announced that it plans concurrent public offerings of
$115 million of mandatory convertible units and 4 million shares of its common
stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 Press Release issued by Kansas
City Southern Industries, Inc.
dated June 5, 2001 entitled,
"KCSI Names Former Secretary
Rodney Slater to Board of
Directors", is attached hereto
as Exhibit 99.1
99.2 Press Release issued by Kansas
City Southern Industries, Inc.
dated June 7, 2001 entitled,
"Kansas City Southern
Industries, Inc. Plans Public
Offerings", is attached hereto
as Exhibit 99.2
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 Industries, Inc.
Date: June 11, 2001 By: /s/ Louis G. Van Horn
----------------------------
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
Date: June 5, 2001
Kansas City Southern Industries, Inc. Media Contact: William Galligan
114 West 11th Street 816-983-1551
Kansas City, MO 64105 e-mail:william.h.galligan@kcsr.com
NYSE Symbol: KSU
KCSI Names Former Secretary Rodney Slater to Board of Directors
Kansas City Southern Industries (KCSI) today announced that former U.S.
Secretary of Transportation Rodney E. Slater has been named to its Board of
Directors.
In 1997, Mr. Slater was unanimously confirmed as the nation's 13th Secretary of
Transportation and served in that position until the end of the Clinton
Administration in January 2001. Under his leadership, the scope and definition
of transportation was expanded to include a focus on safety, mobility and
access, economic development and trade, the environment and national security.
Prior to becoming Secretary, Mr. Slater was head of the Federal Highway
Administration. Several historic initiatives were passed during his tenure
including the Transportation Equity Act for the 21st Century (TEA-21), which
guarantees a record $200 billion in surface transportation investment through
2003.
Currently, Mr. Slater is a partner in the public policy practice group of Patton
Boggs LLP, and serves as head of the firm's transportation practice group in
Washington, D.C. At Patton Boggs, he concentrates on many of the public policy
and transportation issues that marked his tenure as Secretary of Transportation,
including aviation competition and congestion mitigation, high-speed rail
corridor development and overall transportation safety and funding.
"We are very pleased and feel particularly fortunate to have an individual of
Secretary Slater's stature and experience join our Board of Directors," stated
KCSI Chairman, Chief Executive Officer and President, Michael R. Haverty. "He is
clearly an innovative and effective leader in U.S. transportation public policy
planning and development. Secretary Slater will be an important advisor to KCS
as we continue to develop our strategic direction for the future."
"I am honored to serve one of our nation's premiere railroad companies,
especially since I have always been impressed with the North-South focus of
Kansas City Southern's NAFTA strategy," said former Secretary Slater. "With the
advent of NAFTA and the increased opportunities for trade, I see KCS's role as
the lynchpin of an integrated North American transportation system."
Mr. Slater holds a Bachelor of Science degree from Eastern Michigan University,
and a Juris Doctorate from the University of Arkansas School of Law.
KCSI is a transportation holding company whose primary subsidiary, Kansas City
Southern Railway Company, is one of seven Class I railroads. KCSI also owns the
Gateway Western Railway Company, as well as having investments in the Texas
Mexican Railway, Transportacion Ferroviaria Mexicana, and the Panama Canal
Railway Company. The combined rail network comprises approximately 6,000 miles
of rail lines that link commercial and industrial markets in the United States
and Mexico.
Patton Boggs is a 370-attorney firm with a diverse business, litigation, dispute
resolution and public policy practice. With deep bipartisan roots in the
Washington, D.C. political arena, Patton Boggs' innovation strategically
connects business entities to government. Our integrated practice strengths are
nationwide with offices in Washington, D.C.; Northern Virginia; Anchorage,
Alaska; Boulder and Denver, Colorado; and Dallas, Texas.
EXHIBIT 99.2
Date: June 7, 2001
Kansas City Southern Media Contact: William Galligan
Industries, Inc. 816-983-1551
114 West 11th Street e-mail: william.h.galligan@kcsr.com
Kansas City, MO 64105
NYSE Symbol: KSU
Kansas City Southern Industries, Inc. Plans Public Offerings
Kansas City Southern Industries, Inc. (the Company) announced today that it
plans concurrent public offerings of $115 million of mandatory convertible units
and 4 million shares of its common stock. While the offerings will be
concurrent, they are independent of each other and the completion of one is not
contingent on the other. Anticipated proceeds from the offerings will be applied
to reduce existing bank debt.
Each mandatory convertible unit will initially consist of a $25 principal amount
senior note of The Kansas City Southern Railway Company, a wholly owned
subsidiary of the Company, and a purchase contract for the Company's common
stock. The number of shares of common stock to be purchased under the purchase
contract will be based upon the average trading price of the stock at the time
the contract is settled. The joint book running managers for the mandatory
convertible unit offering will be JPMorgan and Morgan Stanley with Deutsche Banc
Alex. Brown as a co-manager; JPMorgan and Deutsche Banc Alex. Brown will be the
joint book running managers for the common stock offering.
The offerings will be made pursuant to a registration statement filed under the
Securities Act of 1933, as amended. The Company expects to issue the securities
in June. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful. To
obtain a written prospectus relating to the mandatory convertible units, please
contact: JPMorgan, 60 Wall Street, New York, NY 10260 or Morgan Stanley, 1585
Broadway, New York, NY 10036. To obtain a written prospectus relating to the
offering of common stock, please contact: JPMorgan, 60 Wall Street, New York, NY
10260 or Deutsche Banc Alex. Brown, 1 South Street, Baltimore, MD 21202.
Kansas City Southern Industries is a transportation holding company whose
primary subsidiary, The Kansas City Southern Railway Company, is one of eight
Class I railroads in the United States. The Company also owns the Gateway
Western Railway Company, as well as having investments in The Texas Mexican
Railway Company, Transportacion Ferroviaria Mexicana, and the Panama Canal
Railway Company. The combined rail network comprises approximately 6,000 miles
of rail lines that link commercial and industrial markets in the United States
and Mexico.
Certain statements included in this news release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Although Kansas City Southern Industries
believes that its expectations are reasonable, it can give no assurance that
these expectations will prove to have been correct. Factors that could cause the
Company's actual results to differ materially from those contemplated in the
forward-looking statements above include, among others, the business or
investment considerations disclosed from time to time in the Company's
Securities and Exchange Commission filings or in other publicly disseminated
written documents.
Kansas City Southern Industries undertakes no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise. For more information, review the Company's filings with the
Securities and Exchange Commission.