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):
May 5, 2003
KANSAS CITY SOUTHERN
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
427 West 12th Street, Kansas City, Missouri 64105
(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 May 5, 2003, Kansas City Southern ("KCS" or "Company") (NYSE: KSU) announced
ratings by certain rating agencies of its Redeemable Cumulative Convertible
Perpetual Preferred Stock private offering. See the Press Release attached
hereto as Exhibit 99.1.
On May 5, 2003, KCS announced that the initial purchasers in its Redeemable
Cumulative Convertible Perpetual Preferred Stock private offering exercised
their option to purchase an additional $25 million of such preferred stock. See
the Press Release attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 Press Release issued by Kansas City Southern dated May 5,
2003 entitled, "S&P, Moody's Rate KCS' Redeemable
Cumulative Convertible Perpetual Preferred Stock Offering"
99.2 Press Release issued by Kansas City Southern dated May 5,
2003, entitled, "KCS Announces Exercise of Initial
Purchasers' Option."
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: May 5, 2003 By: /s/ Louis G. Van Horn
-----------------------------------------
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
KANSAS CITY SOUTHERN PRESS RELEASE
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105 NYSE SYMBOL: KSU
Date: May 5, 2003
Media Contact: William H. Galligan Phone: 816/983-1551
william.h.galligan@kcsr.com
S&P, Moody's Rate KCS' Redeemable Cumulative
Convertible Perpetual Preferred Stock Offering
Standard & Poor's Ratings Services (S&P) has assigned its "B" rating to
KCS's Redeemable Cumulative Convertible Perpetual Preferred Stock offering.
S&P also announced that KCS and The Kansas City Southern Railway Company
(KCSR), including the "BB" corporate credit rating, remain on CreditWatch.
Moody's Investor Services assigned its B3 rating to KCS's Redeemable
Cumulative Convertible Perpetual Preferred Stock offering, and downgraded
the ratings of KCS's senior implied and senior unsecured debt to Ba3 from
Ba2.
KCS is comprised of, among others, The Kansas City Southern Railway Company
and equity investments in Grupo TFM, Southern Capital Corporation, and the
Panama Canal Railway Company.
EXHIBIT 99.2
KANSAS CITY SOUTHERN PRESS RELEASE
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105 NYSE SYMBOL: KSU
Date: May 5, 2003
Media Contact: William H. Galligan Phone: 816/983-1551
william.h.galligan@kcsr.com
KCS Announces Exercise of Initial Purchasers' Option
Kansas City Southern (KCS) (NYSE: KSU) announced today that the initial
purchasers of its $175 million offering of Redeemable Cumulative
Convertible Perpetual Preferred Stock have exercised their option to
purchase an additional $25 million of the preferred stock. The terms of the
private offering were announced on April 30, 2003. KCS anticipates closing
on the entire $200 million transaction by the end of the day, May 5, 2003.
The preferred stock, and the common stock to be issued on the conversion of
the preferred stock, have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering
would be unlawful.
The net proceeds from the offering of the preferred stock are expected to
be used to pay a portion of the purchase price for the proposed acquisition
of a controlling interest of Grupo TFM.