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):
November 29, 2004
KANSAS CITY SOUTHERN
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
(State or other (Commission file number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
427 West 12th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(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)
[X] 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))
Kansas City Southern ("KCS", "the Company"), is filing, pursuant to Rule 14a-12,
the information set forth below in a press release dated November 29, 2004.
Although we do not believe this is soliciting material under Rule 14a-12, we are
disclosing this information in an abundance of caution.
Item 8.01 Other Events
KCS is filing under Item 8.01 of this Current Report on Form 8-K the information
included as Exhibit 99.1 to this report. Exhibit 99.1 is the KCS press release,
dated November 29, 2004, announcing that the Kansas City Southern control
application for The Texas Mexican Railway Company was approved by the Surface
Transportation Board ("STB") and that the Mexican Appellate Court had notified
TFM of its decision on the VAT Claim. See the Press Release attached hereto as
Exhibit 99.1 for further information.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 Press Release issued by Kansas City
Southern dated November 29, 2004
entitled "Kansas City Southern
Control Application for the Texas
Mexican Railway Company Approved by
Surface Transportation Board and
Mexican Appellate Court Notifies
TFM of Decision on VAT Claim," is
attached hereto as Exhibit 99.1.
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: November 30, 2004 By: /s/ James S. Brook
-------------------------------------------
James S. Brook
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
Date: November 29, 2004
Contact: Media Warren K. Erdman
Vice President Corporate Affairs
816-983-1454
warren.k.erdman@kcsr.com
Investors William H. Galligan
Assistant Vice President Investor Relations
816-983-1551
william.h.galligan@kcsr.com
KANSAS CITY SOUTHERN CONTROL APPLICATION FOR THE TEXAS MEXICAN RAILWAY
COMPANY APPROVED BY SURFACE TRANSPORTATION BOARD AND
MEXICAN APPELLATE COURT NOTIFIES TFM OF DECISION ON VAT CLAIM
Kansas City, Missouri, November 29, 2004 - The U.S. Surface
Transportation Board (STB) today approved Kansas City Southern's (KCS)
(NYSE:KSU) application filed on May 14, 2003 for authority to control The Texas
Mexican Railway Company (Tex Mex) and the U.S. portion of the International Rail
Bridge at Laredo, Texas (Laredo Bridge). This action finalizes KCS' effort to
obtain control of these assets, which are both wholly owned by Mexrail, Inc.
(Mexrail) and allows the controlling shares of Mexrail to be released to KCS.
The Mexrail shares had been placed into an independent voting trust on August
16, 2004 pending regulatory approval of KCS' application.
"We are very pleased that the STB has approved our application to
control Tex Mex and the U.S. side of the Laredo Bridge," said Michael R.
Haverty, chairman, president and chief executive officer of KCS. "This approval
will allow us to move forward with our effort to bring better, more competitive
rail service to NAFTA shippers in the NAFTA trade corridor as well as provide
better rail service in south Texas."
The decision becomes effective in 30 days, at which time KCS will
dissolve the voting trust and obtain control of Mexrail and its assets,
including Tex Mex. In reaching its decision, the STB did not impose any
conditions unacceptable to KCS, and rejected almost all of the conditions
requested by competing carriers that had filed objections to the transaction. As
a result, the transaction will now go forward as KCS had proposed in its
application to the STB and will be made final as of December 29, 2004.
KCS also announced today that counsel for TFM, S.A. de C.V. (TFM) has
been advised by the Fourth Collegial Tribunal for Administrative Matters of the
First Circuit (Tribunal) that it has sustained TFM's complaint arising out of
the failure of the Treasury of the Federation to adjust the value added tax
(VAT) refund certificate issued to TFM to reflect interest and inflation. As
previously announced by Grupo TMM, S.A. (TMM) and KCS, TFM received the VAT
refund certificate in its original face amount of approximately 2.111 billion
pesos from the Treasury of the Federation on January 19, 2004. When the Treasury
of the Federation refused TFM's request to actualize the VAT refund certificate
in accordance with Article 22 of the Mexican Fiscal Code of 1997, TFM sought
judicial relief.
TFM has not yet been served with the written decision of the Tribunal,
but reports of the Tribunal's decision have appeared in the Mexican Press and
TMM has reported the decision to the Mexican Stock Exchange. Until TFM is
formally notified of the Tribunal's written decision, KCS cannot make any
statements concerning the scope of the decision or its possible implications. As
soon as written notification is received by TFM of the decision, KCS will
proceed to analyze it and issue a statement to the public.
KCS is a transportation holding company that has railroad investments
in the United States, Mexico and Panama. Its primary holding is The Kansas City
Southern Railway Company. Headquartered in Kansas City, Missouri, KCS serves
customers in the central and south central regions of the United States. KCS'
rail holdings and investments are primary components of a NAFTA Railway system
that links the commercial and industrial centers of the United States, Canada
and Mexico.
Included in this press release are certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements are based on the beliefs of KCS' management as well as on assumptions
made. Actual results could differ materially from those included in such
forward-looking statements. Readers are cautioned that all forward-looking
statements involve risks and uncertainty. For additional information relating to
such risks and uncertainties, readers are urged to review KCS' filings and
submissions with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.