-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QKxYsd+AexjTLankAIJnOQgBCcXnNuWbI40ot1u0T0NxFoEV3wQKCx1zsa4i1Lfe 8tbo2AQvyPX0TSS3YWN2YQ== 0000054480-03-000063.txt : 20030903 0000054480-03-000063.hdr.sgml : 20030903 20030903120329 ACCESSION NUMBER: 0000054480-03-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030903 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS CITY SOUTHERN CENTRAL INDEX KEY: 0000054480 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 440663509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04717 FILM NUMBER: 03878017 BUSINESS ADDRESS: STREET 1: 427 WEST 12TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 BUSINESS PHONE: 8169831303 MAIL ADDRESS: STREET 1: 427 WEST 12TH STREET CITY: KANSAS CITY STATE: MO ZIP: 64105 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS CITY SOUTHERN INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 kcsinjuct8k.txt KCS INJUCTION 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): SEPTEMBER 2, 2003 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 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DOCUMENT (99) Additional Exhibits 99.1 Press Release issued by Kansas City Southern dated September 2, 2003 entitled, "Kansas City Southern Files for Preliminary Injunction to Preserve Its Rights Pending Dispute Resolution" is attached hereto as Exhibit 99.1 ITEM 9. REGULATION FD DISCLOSURE Kansas City Southern ("KCS" or "Company") is furnishing under Item 9 of this Current Report on Form 8-K the information included as Exhibit 99.1 to this report. Exhibit 99.1 is the KCS news release, dated September 2, 2003, indicating that the Company has filed in the Delaware Court of Chancery a motion for a preliminary injunction to preserve the parties' positions while KCS seeks to resolve its dispute over Grupo TMM, S.A.'s (TMM) attempt to terminate the Acquisition Agreement. As previously announced, under the Acquisition Agreement TMM agreed to sell its shares of Grupo Transportacion Ferroviaria Mexicana, S.A. De C.V. (GTFM), the corporate parent of the Mexican railway company TFM, S.A. de C.V. (TFM). KCS has asked for an expedited hearing on its motion for a preliminary injunction. See the Press Release attached as Exhibit 99.1 for further information. The information included in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 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: September 3, 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 Cathedral Square - 427 West 12th Street - P.O. Box 219335 Kansas City, Missouri 64121-9335 NYSE SYMBOL: KSU DATE: SEPTEMBER 2, 2003 MEDIA CONTACTS: Mexico Gabriel Guerra Phone: 011-5255-5273-5359 gguerra@gcya.net U.S. Warren K. Erdman Phone: 816/983-1454 warren.k.erdman@kcsr.com INVESTORS CONTACT: William H. Galligan Phone: 816/983-1551 william.h.galligan@kcsr.com KANSAS CITY SOUTHERN FILES FOR PRELIMINARY INJUNCTION TO PRESERVE ITS RIGHTS PENDING DISPUTE RESOLUTION Kansas City Southern (KCS) (NYSE:KSU) today filed in the Delaware Court of Chancery a motion for a preliminary injunction to preserve the parties' positions while KCS seeks to resolve its dispute over Grupo TMM, S.A.'s (TMM) attempt to terminate the Acquisition Agreement. As previously announced, under the Acquisition Agreement TMM agreed to sell its shares of Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. (GTFM), the corporate parent of the Mexican railway company TFM, S.A. de C.V. (TFM). KCS has asked for an expedited hearing on its motion for a preliminary injunction. On Friday, August 29, 2003, KCS delivered to TMM a formal Notice of Dispute pursuant to the Acquisition Agreement, initiating procedures that will lead to arbitration in New York if the parties' executives are unable to settle the matter through negotiations. Also on Friday, KCS filed a complaint in the Delaware Chancery Court alleging that TMM had breached the Acquisition Agreement and seeking a final order requiring TMM not to sell GTFM or take other actions outside of the ordinary course of business, so as to preserve the assets and business of the Mexican railroad while the parties follow the dispute resolution procedures provided for in the Acquisition Agreement. On August 23, 2003, TMM sent a notice to KCS claiming to terminate the Acquisition Agreement, because the TMM shareholders had failed to approve the Acquisition Agreement at an August 18, 2003 meeting. KCS's Notice of Dispute and Complaint points out that the Acquisition Agreement does not provide that a negative shareholder vote is a basis for termination, and that the Agreement remains in effect until December 31, 2004, during which time the shareholders may vote differently. More important, KCS contends that TMM breached its commitment under the Acquisition Agreement to use commercially reasonable efforts to see that all obligations to closing the transaction are fulfilled, and specifically to use commercially reasonable efforts to obtain the approval of its shareholders and its bondholders. The Agreement was negotiated and signed by TMM Chairman Jose Serrano, who is also the controlling shareholder of TMM. Based upon TMM's filings with the Securities and Exchange Commission, KCS believes that Jose Serrano controls over 80% of the voting shares. KCS believes that TMM's and Jose Serrrano's actions concerning the TMM shareholders vote violate the Acquisition Agreement. If the parties are unable to resolve their disputes through the informal process established by the Acquisition Agreement, KCS will seek an arbitration award compelling TMM to honor its agreement to sell its controlling shares of GTFM to KCS. The motion for preliminary injunction is intended to prevent TMM from taking any action to diminish the value of GTFM or to interfere with the process of obtaining and maintaining governmental approvals of the acquisition, while the parties carry out the dispute resolution process. KCS believes that in the days following its purported termination of the Acquisition Agreement, TMM has shown it is willing to take actions to try to stop the governmental approval process and to commit TFM to extraordinary contracts to the railway's detriment. In addition to the Acquisition Agreement, which remains valid through December 31, 2004, KCS has, under the GTFM bylaws, a right of first refusal regarding the sale of TMM's interest in GTFM. As KCS has noted previously, it will enforce its rights and will pursue all appropriate legal or administrative actions against any person or entities involved in interfering with KCS and its agreements with TMM. KCS also reaffirms its commitment to continue working in good faith with the appropriate Mexican authorities and other relevant parties. KCS remains committed to the creation of NAFTA Rail and is convinced that NAFTA Rail will be a strong competitor in the rail sector by providing a seamless, efficient and competitive rail service to shippers in North America. In addition, KCS announced today that consistent with the schedule set out by the Surface Transportation Board (STB) to review KCS's plans to acquire control of The Texas Mexican Railway Company (Tex Mex), KCS filed its comments replying to the opposition comments, which were filed on August 4. In its reply, KCS requested the Board to proceed with its review of the Tex Mex transaction. # # # -----END PRIVACY-ENHANCED MESSAGE-----