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 29, 2003
KANSAS CITY SOUTHERN
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) 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 29, 2003, Kansas City Southern ("KCS" or "Company") (NYSE: KSU)
announced its intent to sell shares of Redeemable Cumulative Convertible
Perpetual Preferred Stock in a private offering. On April 30, 2003, KCS
announced that it has entered into an agreement, subject to standard closing
conditions, to sell $175 million of Redeemable Cumulative Convertible Perpetual
Preferred Stock in a private offering pursuant to Rule 144A. In addition, the
Company has granted the initial purchasers an option to purchase up to an
additional $25 million of the preferred stock. See the Press Releases attached
hereto as Exhibit 99.1 and Exhibit 99.2 for further details.
Item 7. Financial Statements and Exhibits
(c) Exhibits Document
(99) Additional Exhibits
99.1 Press Release issued by Kansas City Southern dated April 29,
2003 entitled, "KCS To Sell Shares of Redeemable Cumulative
Convertible Perpetual Preferred Stock," is attached hereto
as Exhibit 99.1
99.2 Press Release issued by Kansas City Southern dated April 30,
2003 entitled, "KCS Announces Pricing of its 4.25%
Redeemable Cumulative Convertible Perpetual Preferred Stock"
is attached hereto as Exhibit 99.2
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: May 1, 2003 By: /s/ Louis G. Van Horn
-----------------------------------------
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
KANSAS CITY SOUTHERN PRESS RELEASE
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105 NYSE SYMBOL: KSU
Date: April 30, 2003
Media Contract: William H. Galligan, 816/983-1551 or
william.h.galligan@kcsr.com
KCS To Sell Shares of Redeemable Cumulative Convertible
Perpetual Preferred Stock
KANSAS CITY, Mo. - Kansas City Southern ("KCS" or "the Company") (NYSE: KSU)
today announced that it intends to sell shares of Redeemable Cumulative
Convertible Perpetual Preferred Stock in a private offering. The convertible
preferred stock offering will be made only by means of an offering memorandum
pursuant to Rule 144A. It is expected that dividends on the preferred stock will
be cumulative and will be payable quarterly at a rate to be determined, when, as
and if declared by the Company's board of directors. Accumulated unpaid
dividends will cumulate dividends at the same rate as dividends cumulate on the
preferred stock. Each share of the preferred stock will be convertible, under
certain conditions, into shares of the Company's common stock. The Company will
have the option to redeem the preferred stock. The conversion rates, dividend
rate and other terms of the preferred stock will be provided upon pricing of
such securities.
The net proceeds from the offering of the convertible preferred stock are
expected to be used to pay a portion of the purchase price for the proposed
acquisition of a controlling interest of Grupo TFM.
The preferred stock has not been registered under the Securities Act and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration under the Securities Act.
This press release does not constitute an offer to sell, or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.
EXHIBIT 99.2
KANSAS CITY SOUTHERN PRESS RELEASE
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105 NYSE SYMBOL: KSU
Date: April 29, 2003
Media Contract: William H. Galligan, 816/983-1551 or
william.h.galligan@kcsr.com
KCS Announces Pricing of its 4.25% Redeemable Cumulative Convertible
Perpetual Preferred Stock
KANSAS CITY, Mo. - Kansas City Southern ("KCS" or "the Company") (NYSE: KSU)
today announced that it has entered into an agreement, subject to standard
closing conditions, to sell $175 million of Redeemable Cumulative Convertible
Perpetual Preferred Stock (liquidation preference $500 per share) in a private
offering pursuant to Rule 144A. The Company has granted the initial purchasers
an option to purchase up to an additional $25 million of the preferred stock.
Dividends on the preferred stock will be cumulative and will be payable
quarterly at an annual rate of 4.25% of the liquidation preference, when, as and
if declared by the Company's board of directors. Accumulated unpaid dividends
will cumulate dividends at the same rate as dividends cumulate on the preferred
stock. Each share of the preferred stock will be convertible, under certain
conditions, and subject to adjustment under certain conditions, into 33.4728
shares of the Company's common stock. On or after May 20, 2008, the Company will
have the option to redeem any or all of the preferred stock, subject to certain
conditions.
The net proceeds from the offering of the preferred stock are expected to be
used to pay a portion of the purchase price for the proposed acquisition of a
controlling interest of Grupo TFM.
The preferred stock, and the common stock to be issued on the conversion of the
preferred stock, have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell, or the solicitation of
an offer to buy, any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful.