-----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, JnBp3r4ofh77yAefDAq5+2hu+OQ5Y+0nKfE0yRtz9i/eAwk0tby4jqXuAcrJVFSo vxJsp5DJvTEjiXlpNDr//g== 0000054480-04-000120.txt : 20041008 0000054480-04-000120.hdr.sgml : 20041008 20041008162505 ACCESSION NUMBER: 0000054480-04-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041008 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events FILED AS OF DATE: 20041008 DATE AS OF CHANGE: 20041008 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: 041072493 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 earningsreleasedatefccext.txt EARNINGS RELEASE DATE AND FCC EXT 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 7, 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 ("KCS", "the Company"), is filing, pursuant to Rule 14a-12, the information set forth below in press releases dated October 7, 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 7.01 Regulation FD Disclosure KCS is furnishing under Item 7.01 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 7, 2004, announcing the date, time and other relevant information regarding the Company's third quarter presentation and conference call of its financial results for the three and nine month periods ended September 30, 2004. The information included in this Current Report on Form 8-K, including Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. 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 99.2 to this report. Exhibit 99.2 is the joint KCS/Grupo TMM, S.A. ("TMM") news release, dated October 7, 2004, announcing that KCS was notified by the Mexican Federal Competition Commission ("FCC") that the FCC had extended KCS' authority to purchase TMM's interest in TFM, S.A. de C.V. for an additional 180 days. 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 October 7, 2004 entitled "Kansas City Southern Announces Third Quarter 2004 Earnings Release Date, Conference Call," is attached hereto as Exhibit 99.1. 99.2 Press Release issued by Kansas City Southern and TMM dated October 7, 2004 entitled "Mexican Competition Commission Grants KCS Extension of Ruling Authorizing KCS Purchase of Grupo TMM Interest in TFM" is attached hereto as Exhibit 99.2. 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 8, 2004 By: /s/ James S. Brook ------------------------------------------- James S. Brook Vice President and Comptroller (Principal Accounting Officer) EX-99 2 earningsreleasedateexhibit.txt EARNINGS RELEASE DATE PRESS RELEASE 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: October 7, 2004 Media Contact: William H. Galligan, Phone: 816/983-1551 william.h.galligan@kcsr.com Kansas City Southern Announces Third Quarter 2004 Earnings Release Date, Conference Call Kansas City, MO. Kansas City Southern (KCS)(NYSE: KSU) will report financial results for its Third Quarter 2004 on Thursday, October 28, 2004, prior to the opening of trading on the New York Stock Exchange (NYSE). KCS management will discuss the Company's third quarter financial and operating performance on a conference call at 1:00 p.m. EDT, Thursday, October 28. To access the conference call, shareholders and interested parties should dial 1-800-955-1795 (U.S. and Canada), or 1-706-643-0096 (International). A replay of the presentation will be available through November 4, 2004, and can be accessed by dialing 1-800-642-1687 (U.S. and Canada) or 1-706-645-9291 (International), Conference I.D.: 1144865. The accompanying visuals to the presentation will be available on the KCS website, www.kcsi.com immediately prior to the conference. KCS is comprised of, among others, The Kansas City Southern Railway Company (KCSR) and equity investments in Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. (Grupo TFM), Southern Capital Corporation and the Panama Canal Railway Company. 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. EX-99 3 fccextensionexhibit.txt MEXICAN FCC PRESS RELEASE EXHIBIT 99.2 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 312-726-3600 Investor Relations (kwalczak@dresnerco.com) 816/983-1551 william.h.galligan@kcsr.com Mexican Competition Commission Grants KCS Extension of Ruling Authorizing KCS Purchase of Grupo TMM Interest in TFM Kansas City, MO, October 7, 2004 - Kansas City Southern (NYSE: KSU)("KCS") and Grupo TMM, S.A. (NYSE: TMM and BMV: TMM A)("TMM") announced that KCS was notified by the Mexican Federal Competition Commission ("FCC") today that the FCC had extended KCS' authority to purchase TMM's interest in TFM, S.A. de C.V. ("TFM") for an additional 180 days. The FCC originally authorized the purchase in a ruling dated May 19, 2003, and the new ruling extends that authorization to April 5, 2005. This notification follows yesterday's announcement that the Mexican Foreign Investment Commission had authorized KCS' acquisition of the controlling interest in TFM. 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' 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 -more- Add 1 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' 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' 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-----