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):
APRIL 12, 2004
KANSAS CITY SOUTHERN
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
------------------------------ ------------------------ ----------------------
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(816) 983 - 1303
NOT APPLICABLE
(Former name or former address if changed since last report)
ITEM 5. OTHER EVENTS
On April 12, 2004, Kansas City Southern ("KCS" or "Company") issued a press
release clarifying certain issues contained within a Stipulation Agreement
jointly agreed to and signed by KCS and Grupo TMM, S.A. ("TMM") on April 4,
2004. See the Press Release attached hereto as Exhibit 99.1 for further
information.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT
(99) Additional Exhibits
99.1 Press Release issued by Kansas City Southern dated April
12, 2004 entitled, "KCS Clarifies Obligations Under
Stipulation Agreement," is attached hereto as
Exhibit 99.1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Kansas City Southern
Date: April 13, 2004 By: /S/ MARK W. OSTERBERG
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Mark W. Osterberg
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
KANSAS CITY SOUTHERN PRESS RELEASE
Cathedral Square - 427 West 12TH Street - P.O. Box 219335
Kansas City, Missouri 64121-9335 NYSE SYMBOL: KSU
Date: April 12, 2004
Media Contact:
U.S. Warren K. Erdman Phone: 816/983-1454
Warren.k.erdman@kcsr.com
Mexico Vladimir Saldana Phone: 011-5255-5273-5359
vsaldana@gcya.net
Investors Contact:
William H. Galligan Phone: 816/983-1551
William.h.galligan@kcsr.com
KCS CLARIFIES OBLIGATIONS UNDER STIPULATION AGREEMENT
Kansas City, MO. On April 7, 2004, Grupo TMM, S.A. (TMM) (NYSE: TMM) and Kansas
City Southern (KCS) (NYSE: KSU) issued a joint press release in English at 6:54
a.m. (CDT) outlining the provisions of a Stipulation Agreement that both parties
had agreed to and signed and the arbitration panel had approved on April 4,
2004. KCS simultaneously filed a copy of the Stipulation Agreement with the
United States Securities and Exchange Commission (SEC) in an 8-K filing.
Item six of the Stipulation Agreement, which states "The parties agree to
discharge in good faith all of the obligations of the Acquisition Agreement," is
unambiguous. However, prior to the joint press release announcing the
Stipulation Agreement, TMM issued and filed a Spanish version of the press
release without KCS' review or approval. The Spanish version led to an early
morning story by one news service that stated, in part, ... "the two companies
have agreed to free themselves from all obligations of the contract of sale."
This interpretation is the exact opposite of what was agreed to by KCS and TMM.
Clarification of the interpretation was difficult as a TMM spokesman was quoted
as saying in subsequent news reports that the Stipulation Agreement was only a
"cooling off" exercise for both parties.
Kansas City Southern entered into the April 4, 2004 Stipulation Agreement with
the understanding that both parties agreed to discharge in good faith all of the
obligations of the Acquisition Agreement, including TMM seeking to get its
bondholders approval of the Agreement and supporting KCS's application with the
Mexican Foreign Investment Commission (FIC), along with the other actions
required by the Agreement.
More than seven months have passed since the date of TMM's purported termination
of the Acquisition Agreement on August 22, 2003. If all of TMM's obligations
under the Acquisition Agreement are not fulfilled promptly, KCS intends to
return to the next round of arbitration as provided for by the Agreement.
KCS IS COMPRISED OF, AMONG OTHERS, THE KANSAS CITY SOUTHERN RAILWAY COMPANY
("KCSR") AND EQUITY INVESTMENTS IN GRUPO TFM, SOUTHERN CAPITAL CORPORATION
("SOUTHERN CAPITAL") AND PANAMA CANAL RAILWAY COMPANY ("PCRC").
THIS PRESS RELEASE INCLUDES STATEMENTS CONCERNING POTENTIAL FUTURE EVENTS
INVOLVING THE COMPANY, WHICH COULD MATERIALLY DIFFER FROM THE EVENTS THAT
ACTUALLY OCCUR. THE DIFFERENCES COULD BE CAUSED BY A NUMBER OF FACTORS INCLUDING
THOSE FACTORS IDENTIFIED IN THE "RISK FACTORS" AND THE "CAUTIONARY INFORMATION"
SECTIONS OF THE COMPANY'S FORM 10-K FOR THE YEAR-ENDED DECEMBER 31, 2003 FILED
BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") (COMMISSION
FILE NO. 1-4717). THE COMPANY WILL NOT UPDATE ANY FORWARD-LOOKING STATEMENTS IN
THIS PRESS RELEASE TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.