-----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, Dv1GEpYlqjZJ1Bi+5T3w12IGP0e2gAtznthihGi93mNLKmg3UdWSD38d/QACOJs9 mi9XRImJuBBX4t9y/goTBA== 0000054480-04-000117.txt : 20041007 0000054480-04-000117.hdr.sgml : 20041007 20041007141849 ACCESSION NUMBER: 0000054480-04-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041007 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041007 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: 041069978 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 mexicanficapproval.txt MEXICAN FIC APPROVAL 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): October 6, 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) 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 is filing, pursuant to Rule 14a-12, the information set forth below which was furnished in a press release. 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 news release, dated October 6, 2004, announcing that Mexico's Foreign Investment Commission ("FIC") has notified KCS of its approval of KCS' new application for authority to acquire TMM's interest in TFM, S.A. de C.V. ("TFM"). TFM is a major freight rail carrier in Mexico. The approval of the FIC is necessary for a foreign company to become a majority owner of a Mexican railway company and will remain valid until October 5, 2005. Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit No. Document (99) Additional Exhibits 99.1 Press Release issued jointly by Kansas City Southern and Grupo TMM dated October 6, 2004 entitled, "Kansas City Southern and Grupo TMM Receive Approval From Mexican Foreign Investment Commission," 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: October 7, 2004 By: /s/ James S. Brook ------------------------------------------- James S. Brook Vice President and Comptroller (Principal Accounting Officer) EX-99 2 mexicanficapprovalexhibit.txt PRESS RELEASE MEXICAN FIC APPROVAL EXHIBIT 99.1 GRUPO TMM COMPANY CONTACTS: KANSAS CITY SOUTHERN CONTACTS: Brad Skinner MEDIA Investor Relations Warren K. Erdman 011-525-55-629-8725 or 203-247-2420 Vice President of Corporate Affairs (brad.skinner@tmm.com.mx) 816-983-1454 ----------------------- (warren.k.erdman@kcsr.com) Marco Provencio Gabriel Guerra Media Relations, Proa/StructurA Media Relations 011-525-55-629-8708 and 011-525-55-442-4948 011-525-55-273-5359 (mp@proa.structura.com.mx) (gguerra@gcya.net) ------------------------ ---------------- AT DRESNER CORPORATE SERVICES: INVESTORS Kristine Walczak William H. Galligan (general investors, analysts and media) Assistant Vice President Investor 312-276-3600 Relations (kwalczak@dresnerco.com) 816/983-1551 ---------------------- william.h.galligan@kcsr.com KANSAS CITY SOUTHERN AND GRUPO TMM RECEIVE APPROVAL FROM MEXICAN FOREIGN INVESTMENT COMMISSION Mexico City, October 6, 2004 - Kansas City Southern (NYSE: KSU) ("KCS") and Grupo TMM, S.A. (NYSE: TMM and BMV: TMM A) ("TMM") announced today that Mexico's Foreign Investment Commission ("FIC") has notified KCS of its approval of KCS' new application for authority to acquire TMM's interest in TFM, S.A. de C.V. ("TFM"). TFM is a major freight rail carrier in Mexico. The approval of the FIC is necessary for a foreign company to become a majority owner of a Mexican railway company and will remain valid until October 5, 2005. "We are pleased by this decision and believe it is consistent with previous decisions by the FIC," said Michael R. Haverty, Chairman, President and CEO of Kansas City Southern. "This is an important step forward, as authorization of the FIC is critical for the completion of a transaction." On September 16, 2004, KCS and TMM announced that they had agreed to extend the previous deadline under the April 20, 2003 acquisition agreement until June 15, 2005 to provide additional time to complete a transaction. "We too are pleased by the decision, which is another important step in our efforts to complete a transaction with KCS," said Jose F. Serrano, Chairman of TMM. -more- Grupo TMM Add 1 KCS is a transportation holding company that has railroad investments in the United States, Mexico and Panama. Its primary holding in the United States 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's 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. Headquartered in Mexico City, Grupo TMM is Latin America's largest multimodal transportation company. Through its branch offices and network of subsidiary companies, Grupo TMM provides a dynamic combination of ocean and land transportation services. Grupo TMM also has a significant interest in TFM, which operates Mexico's Northeast railway and carries over 40 percent of the country's rail cargo. Grupo TMM's web site address is www.grupotmm.com and TFM's web site is www.tfm.com.mx. 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 TMM's and KCS's 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 TMM's and KCS's respective filings and submissions with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. In connection with the proposed transaction, KCS will file relevant materials with the Securities and Exchange Commission ("SEC"), including an amended proxy statement soliciting stockholder approval of certain actions in connection with the transaction. Stockholders are urged to read the amended proxy statement, as well as any amendments and supplements to the proxy statement (if and when they become available) and any other relevant documents filed with the SEC, because they will contain important information about the transaction. Stockholders and investors may obtain the amended proxy statement and any other relevant documents free of charge at the SEC's Internet web site at www.sec.gov. Stockholders may also obtain free of charge the amended proxy statement and any other relevant documents by contacting the office of the Corporate Secretary at KCS's principal executive offices at (816) 983-1538. Written requests should be mailed to P.O. Box 219335, Kansas City, Missouri 64121-9335 (or if by United Parcel Service or other form of express delivery to 427 West 12th Street, Kansas City, Missouri 64105). Such amended proxy statement is not currently available. KCS and its directors and executive officers may be deemed to be participants in the solicitation of proxies from KCS stockholders with respect to approval of certain actions in connection with the transaction. Information regarding these directors and executive officers and their beneficial ownership interests in KCS can be found in KCS's proxy statement on Schedule 14A, filed with the SEC on April 5, 2004, in connection with the 2004 annual meeting of KCS stockholders. Investors may obtain additional information regarding the interests of such participants by reading the amended proxy statement filed in connection with the transaction when it becomes available. -----END PRIVACY-ENHANCED MESSAGE-----