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):
MARCH 14, 2005
KANSAS CITY SOUTHERN
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(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
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(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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
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(816) 983 - 1303
NOT APPLICABLE
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 14, 2004, the Board of Directors (the "Board") of Kansas City
Southern ("KCS" or the "Company") approved an amendment and restatement of KCS's
1991 Amended and Restated Stock Option and Performance Award Plan to prohibit
the repricing of options awarded under such plan. The 1991 Amended and Restated
Stock Option and Performance Award Plan (as amended and restated effective as of
March 14, 2005) (the "1991 Plan") includes an amendment to the provisions on the
powers of the Committee (as defined in the 1991 Plan) to prohibit the Committee
from, without the prior approval of KCS stockholders, amending the terms of any
option to reduce the option price, cancel any option or grant a new option in
its place if the effect is the same as if the cancelled option had been amended
to reduce the option price, or amending the plan to authorize the Committee to
take any such action.
On March 14, 2004, the Compensation and Organization Committee (the
"Compensation Committee") of the KCS Board granted awards of restricted shares
of KCS common stock to certain participants in the 1991 Plan, including the
Chief Executive Officer, certain of the four other most highly compensated
executive officers in 2004 and the current KCS Chief Operating Officer and the
current principal accounting officer. The following description is a brief
summary of the material terms and conditions of the restricted share grants to
such officers listed below. This summary is not intended to be complete, and is
qualified in its entirety by reference to the form of Restricted Shares Award
Agreement included as Exhibit 10.1 to this report and incorporated herein by
reference.
The awards and the restricted shares award agreement are subject to the
terms and conditions of the 1991 Plan. Subject to early lapsing and forfeiture
provisions, or acceleration by the Committee, the restrictions on the shares
received by such executive officers will lapse on March 14, 2010.
If the grantee reaches the age of 55 and retires and has completed at least
five years of service with the Company or a subsidiary, then upon his
retirement, for every consecutive 12-month period of employment completed
beginning on the grant date and ending on the date of his retirement,
restrictions will lapse on one-fifth of the number of such restricted shares,
and any unvested shares will be forfeited. Restrictions on such shares will also
lapse upon a termination due to the grantee's death, Disability or a Change in
Control (as defined in the 1991 Plan). In the event of a termination other than
as described above, such restricted shares will be forfeited, and the grantee
has agreed to repay to the Company all dividends, if any, paid in cash or in
stock with respect to such forfeited restricted shares.
Each of the following executive officers received the following number of
restricted shares:
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NAME SHARES OF RESTRICTED STOCK
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Michael R. Haverty, President and Chief Executive Officer 40,000
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Ronald G. Russ, Executive Vice President and Chief Financial Officer 20,000
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Jerry W. Heavin, Senior Vice President - International Engineering of KCSR 10,000
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Jay M. Nadlman, Associate General Counsel and Corporate Secretary 4,000
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Arthur L. Shoener, Executive Vice President and Chief Operating Officer 30,000
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James S. Brook, Vice President and Comptroller 8,000
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
EXHIBIT NO. DOCUMENT
(10) MATERIAL CONTRACTS
10.1 Form of Restricted Shares Award Agreement
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Kansas City Southern
Date: March 18, 2005 By: /s/ James S. Brook
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James S. Brook
Vice President and Comptroller
(Principal Accounting Officer)