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 15, 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 15, 2003
entitled, "Kansas City Southern
Confirms That Negotiations with TMM
Have Begun" 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 press release, dated September 15, 2003, whereby
KCS, reacting to a report in the Friday, September 12, 2003 EL ECONOMISTA, a
Mexican business newspaper, confirmed that negotiations with Grupo TMM, S.A.
("TMM") have begun under the dispute resolution process contained in the
Acquisition Agreement between KCS and TMM for TMM's interest in Grupo
Transportacion Ferroviaria Mexicana, S.A. de C.V. ("GTFM").
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 16, 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
Cathedral Square - 427 West 12TH Street - P.O. Box 219335
Kansas City, Missouri 64121-9335 NYSE SYMBOL: KSU
DATE: SEPTEMBER 15, 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 CONFIRMS THAT NEGOTIATIONS WITH TMM HAVE BEGUN
Reacting to a report in the Friday, September 12, 2003 EL ECONOMISTA, a
Mexican business newspaper, Kansas City Southern (KCS) (NYSE:KSU) today
confirmed that negotiations with Grupo TMM, S.A. (TMM) have begun under the
dispute resolution process contained in the Acquisition Agreement between KCS
and TMM for TMM's interest in Grupo Transportacion Ferroviaria Mexicana, S.A. de
C.V. (GTFM). "Representatives of both companies did meet on Thursday, September
11th, for the first of what we expect to be numerous meetings," said Warren
Erdman, KCS Vice President of Corporate Affairs. "However, under the terms of
the Acquisition Agreement, all negotiations to resolve the disputes between the
parties must remain confidential."
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 resolutions' provisions provided for in the Acquisition Agreement.
"We remain very committed to this process and believe the Acquisition
Agreement is valid and in effect," said Erdman. " We plan to pursue this for as
long as it takes."
In April, KCS and TMM jointly announced their signing of agreements that
would place TFM, S.A. de C.V., The Texas-Mexican Railway Company and The Kansas
City Southern Railway Company under the common control of a single
transportation holding company, NAFTA Rail, to be headquartered in Kansas City,
Missouri. Under the Acquisition Agreement, TMM Multimodal, S.A. de C.V., a
subsidiary of TMM, would receive 18 million shares of NAFTA Rail representing
approximately 22 percent (20% voting, 2% subject to voting restrictions) of the
company, $200 million in cash (or a combination of cash and KCS common
securities), and a potential incentive payment of between $100 million and $180
million based on the resolution of certain future contingencies.
In May, KCS completed financing totaling $200 million through its
offering of Redeemable Cumulative Convertible Perpetual Preferred Stock in a
private offering. The net proceeds from the offering had been expected to be
used to pay a portion of the purchase price for the proposed acquisition of a
controlling interest in GTFM. KCS has retained this cash for this or other
corporate purposes.
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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