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):
February 21, 1997
KANSAS CITY SOUTHERN INDUSTRIES, INC.
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
114 West 11th 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 January 31, 1997, Kansas City Southern Industries, Inc. ("Company" or
"KCSI") and Transportacion Maritima Mexicana, S.A. de C.V. ("TMM"), together
with their joint venture company, Transportacion Ferroviaria Mexicana S. de
R.L. de C.V. ("TFM"), announced that TFM had entered into an agreement with
the Government of Mexico ("Government") to purchase the concession to operate
the portion of the Mexican national rail system known as Ferrocarril del
Noreste, S.A. de C.V. ("Northeast Railway"). TFM was originally organized in
June 1996 for the purpose of evaluating and potentially acquiring one or more
of the concessions to operate portions of the Mexican railroad system that
might be offered by the Mexican government in connection with its decision to
privatize that system. TFM successfully bid 11.072 billion Pesos
(approximately $1.4 billion U.S.) to acquire the Northeast Railway concession.
The concession is for a 50 year term, with the option of a 50 year extension
(subject to certain conditions).
TFM deposited $560 million U.S. with the Government as the initial installment
under the agreement to purchase the concession (representing approximately 40%
of the concession price). Accordingly, the Government has transferred to TFM
32% of the stock of The Northeast Railway and deposited an additional 48% of
the stock in trust pending receipt of the final installment of the concession
price from TFM. The remaining 20% of the Northeast Railway will be retained
by the Government. The Government has the option of selling its 20% interest
through a public offering, or selling it to TFM after March 31, 2003 (as set
forth in the letter of intent for financing) at the share price paid by TFM
plus an interest factor as outlined in the concession agreement. In the event
that TFM does not purchase the Government's 20% interest, TMM and KCSI are
obligated to purchase the interest in proportion to their ownership interest
in TFM. The remaining portion of the concession purchase price is expected to
be paid when TFM gains operational control of the Northeast Railway, but in no
case later than July 16, 1997. The Company contributed (through an indirect
wholly-owned subsidiary) its portion of the initial installment (approximately
$277 million U.S.) to TFM using borrowings under the Company's existing lines
of credit.
TFM entered into a letter of intent with a financing institution to finance
the majority of the remaining amount of the concession purchase price through
a combination of a senior bank facility, a high yield note offering, and (if
needed) a high yield bridge loan facility. Together, the facilities are
expected to make available to TFM approximately $875 million. The terms of
the letter of intent include a possible capital call of $150 million from TMM
and the Company if certain performance benchmarks, to be agreed upon, are not
met. The Company would be responsible for approximately $74 million of the
capital call.
In an associated transaction, TMM and KCSI announced a letter of intent to
sell approximately 24.5% of TFM to the Government as part of the overall
financing plan for the Northeast Railway. The Government's interest would be
non-voting, and the letter of intent includes a call option for TMM and the
Company, which could be exercised based on a formula to be outlined in the
agreement. The proceeds from the Government will be used to finance the
remaining portion of the concession purchase price.
Once the sale transaction with the Government is finalized, the Company's
interest in TFM would be reduced from 49% to approximately 37% (with TMM and a
TMM affiliate owning the remaining 38.5%), and the Company would account for
its investment in TFM under the equity method.
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: February 21, 1997 By: /s/ Louis G. Van Horn
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)