Exhibit 99.4
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 Our Clients:
Enclosed for your consideration is a prospectus dated , 2002 (the
"prospectus") and a Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by The Kansas City Southern Railway
Company (the "Company") to exchange its 7 1/2% senior notes due 2009 (the "new
notes") for an equal principal amount of its outstanding 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 "Registration Rights
Agreement"). Outstanding notes may be tendered only in integral multiples of
$1,000.
The enclosed material is being forwarded to you as the beneficial owner of
outstanding notes carried by us for your account or benefit but not registered
in your name. An exchange of any outstanding notes may only be made by us as
the registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of outstanding notes registered in the name of a
broker, dealer, commercial bank, trust company or other nominee to contact such
holder promptly if they wish to exchange outstanding notes in the Exchange
Offer.
Accordingly, we request instructions as to whether you wish us to exchange
any or all such outstanding notes held by us for your account or benefit,
pursuant to the terms and conditions set forth in the prospectus and Letter of
Transmittal. We urge you to read carefully the prospectus and Letter of
Transmittal before instructing us to exchange your outstanding notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to exchange outstanding notes on your behalf in accordance with
the provisions of the Exchange Offer. The Exchange Offer expires at 5:00 p.m.,
New York City time, on , 2002, unless extended. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on , 2002, unless the
Exchange Offer is extended as provided in the prospectus, in which case the
term "Expiration Date" shall mean the latest date and time to which the
Exchange Offer is extended. A tender of outstanding notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount of
the new notes for each $1,000 principal amount of the outstanding notes, of
which $200,000,000 aggregate principal amount was outstanding as of
, 2002. The terms of the new notes are identical in all 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.
2. The Exchange Offer is subject to certain customary conditions. See
"The Exchange Offer--Certain Conditions to the Exchange Offer" in the
prospectus.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on , 2002, unless extended.
4. The Company has agreed to pay the expenses of the Exchange Offer.
5. Any transfer taxes incident to the transfer of outstanding notes from
the tendering holder to the Company will be paid by the Company, except as
provided in the prospectus and the Letter of Transmittal.
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.
If you wish us to tender any or all of your outstanding notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the attached instruction form. The accompanying Letter of
Transmittal is furnished to you for informational purposes only and may not be
used by you to exchange outstanding notes held by us and registered in our name
for your account or benefit.
Instructions
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of The Kansas City
Southern Railway Company.
This will instruct you to tender for exchange the aggregate principal amount
of outstanding notes indicated below (or, if no aggregate principal amount is
indicated below, all outstanding notes) held by you for the account or benefit
of the undersigned, pursuant to the terms of and conditions set forth in the
prospectus and the Letter of Transmittal.
Aggregate Principal Amount of outstanding notes to be tendered for exchange:
$
*I (we) understand that if I (we) sign this instruction form without indicating
an aggregate principal amount of outstanding notes in the space above, all
outstanding notes held by you for my (our) account will be tendered for
exchange.
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Signature(s)
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Capacity (full title), if signing in a fiduciary or representative capacity
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Name(s) and address, including zip code
Date: _______________________________________________________________________
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Area Code and Telephone Number
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Taxpayer Identification or Social Security No.