Exhibit 99.3
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
OFFER TO EXCHANGE UP TO $200,000,000 OF ITS
9 1/2 % SENIOR NOTES DUE 2008
FOR ANY AND ALL OF ITS OUTSTANDING
9 1/2 % SENIOR NOTES DUE 2008
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2001, UNLESS EXTENDED (SUCH TIME AND DATE,
AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE").
, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
The Kansas City Southern Railway Company (the "Company"), is offering, upon
the terms and subject to the conditions set forth in the Prospectus dated
, 2001 (the "Prospectus") and the accompanying Letter of
Transmittal enclosed herewith (which together constitute the "Exchange
Offer"), to exchange its 9 1/2% Senior Notes due 2008 (the "Exchange Notes")
for an equal principal amount of their 9 1/2% Senior Notes due 2008 (the
"Outstanding Notes" and together with the Exchange Notes, the "Notes"). As set
forth in the Prospectus, the terms of the Exchange Notes are identical in all
material respects to the Outstanding Notes, except that the Exchange Notes
have been registered under the Securities Act of 1933, as amended, and
therefore will not bear legends restricting their transfer and will not
contain certain provisions providing for the payment of liquidated damages to
the holders of the Outstanding Notes under certain circumstances relating to
the Exchange and Registration Rights Agreement dated as of September 27, 2000
among the Company, the Note Guarantors listed therein and Chase Securities
Inc., Banc One Capital Markets, Inc., Fleet Securities, Inc., Scotia Capital
(USA) Inc., ABN AMRO Incorporated, BMO Nesbitt Burns Corp., BNY Capital
Markets, Inc. and Tokyo-Mitsubishi International plc.
The Exchange Offer is subject to certain customary conditions to an
exchange offer. See "The Exchange Offer--Certain Conditions to the Exchange
Offer" in the Prospectus.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. the Prospectus, dated , 2001;
2. the Letter of Transmittal for your use (unless Outstanding Notes are
tendered by an Agent's Message) and for the information of your clients
(facsimile copies of the Letter of Transmittal may be used to tender
Outstanding Notes);
3. a form of letter which may be sent to your clients for whose accounts
you hold Outstanding Notes registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
4. a Notice of Guaranteed Delivery;
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
6. a return envelope addressed to The Bank of New York, the Exchange Agent.
Your prompt action is requested. Please note the Exchange Offer will expire
at 5:00 P.M., New York City time, on , 2001, unless extended.
Please furnish copies of the enclosed materials to those of your clients for
whom you hold Outstanding Notes registered in your name or in the name of your
nominee as quickly as possible.
In all cases, exchange of Outstanding Notes accepted for exchange pursuant
to the Exchange Offer will be made only after timely receipt by the Exchange
Agent of (a) certificates representing such Outstanding Notes, or confirmation
of book entry transfer of such Outstanding Notes, as the case may be, (b) the
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, or an Agent's Message and (c) any other required documents.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available or (ii) who cannot deliver
their Outstanding Notes, the Letter of Transmittal or an Agent's Message and
in either case together with any other documents required by the Letter of
Transmittal to the Exchange Agent prior to the Expiration Date must tender
their Outstanding Notes according to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer -- Guaranteed Delivery Procedures"
in the Prospectus.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Outstanding Notes residing in any jurisdiction in
which the making of the Exchange Offer or the acceptance thereof would not be
in compliance with the laws of such jurisdiction.
The Company will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Notes pursuant to the Exchange
Offer. The Company will, however, upon request, reimburse you for customary
clerical and mailing expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay or cause to be paid
any transfer taxes payable on the transfer of Notes to it, except as otherwise
provided in Instruction 5 of the Letter of Transmittal.
Questions and requests for assistance with respect to the Exchange Offer or
for copies of the Prospectus and Letter of Transmittal may be directed to the
Exchange Agent by telephone at (212) 815- or by facsimile at (212) 815-
.
Very truly yours,
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
Nothing contained herein or in the enclosed documents shall constitute you
or any other person the agent of the Company, or any affiliate thereof, or
authorize you or any other person to make any statements or use any document
on behalf of the Company, or any affiliate thereof, in connection with the
Exchange Offer other than the enclosed documents and the statements contained
therein.