Exhibit 99.3
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
OFFER TO EXCHANGE UP TO $200,000,000 OF ITS
7 1/2% SENIOR NOTES DUE 2009
FOR ANY AND ALL OF ITS OUTSTANDING
7 1/2% SENIOR NOTES DUE 2009
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME
MAY BE EXTENDED, THE "EXPIRATION DATE").
, 2002
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
, 2002 (the "prospectus") and the accompanying Letter of Transmittal
enclosed herewith (which together constitute the "Exchange Offer"), to exchange
its 7 1/2% senior notes due 2009 (the "new notes") for an equal principal
amount of their 7 1/2% senior notes due 2009 (the "outstanding notes" and
together with the new notes, the "notes"). As set forth in the prospectus, the
terms of the new notes are identical in all material respects to the
outstanding notes, except that the new 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 Registration Rights Agreement dated
as of June 5, 2002 among the Company, the Note Guarantors listed therein and
Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., Deutsche Bank
Securities Inc., Banc One Capital Markets, Inc., and Scotia Capital (USA) Inc.
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 , 2002;
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 U.S. Bank National Association, 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 , 2002, 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 (651) 244-0721, attention of Richard Prokosch.
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.