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UNITED STATES
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):
December 6, 2005

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Items.

On December 6, 2005, Kansas City Southern (“KCS”) announced that it has priced a public offering of $210 million of its 5⅛% cumulative convertible perpetual preferred stock at its liquidation preference of $1,000 per share. KCS expects the issuance and delivery of the shares to occur on December 9, 2005. The offering will be made under KCS’ existing shelf registration statement. KCS intends to use substantially all the net proceeds from the offering to purchase 9 million shares of its common stock formerly owned by Grupo TMM, S.A., its largest shareholder, at a price per share equal to the net proceeds per share (before expenses) that Grupo TMM receives for 9 million shares of KCS’ common stock offered concurrently by Grupo TMM. See the Press Release attached hereto as Exhibit 99.1 for further details.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibit 99.1 Press Release issued by Kansas City Southern dated December 6, 2005, entitled “Kansas City Southern Announces Pricing of $210 Million of 5⅛% Cumulative Convertible Perpetual Preferred Stock” is attached hereto as Exhibit 99.1

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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
December 6, 2005	By:	/s/ PAUL J. WEYANDT
		Paul J. Weyandt
		Senior Vice President - Finance & Treasurer

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Exhibit 99.1

Contact: William H. Galligan, 816-983-1551, william.h.galligan@kcsr.com

Kansas City Southern Announces Pricing of $210 Million of 5 1/8%
Cumulative Convertible Perpetual Preferred Stock

Kansas City, Mo., December 6, 2005 — Kansas City Southern (KCS) (NYSE:KSU) today announced that it has priced a public offering of $210 million of its 5 1/8% cumulative convertible perpetual preferred stock at its liquidation preference of $1,000 per share. KCS expects the issuance and delivery of the shares to occur on December 9, 2005. The offering is being made under the company’s existing shelf registration statement.

KCS intends to use substantially all the net proceeds from the offering to purchase 9 million shares of its common stock formerly owned by Grupo TMM, S.A., its largest shareholder, at a price per share equal to the net proceeds per share (before expenses) that Grupo TMM receives for 9 million shares of Kansas common stock offered concurrently by Grupo TMM.

The annual dividend on each share of preferred stock will be $51.25 and will be payable quarterly in cash, common stock or a combination thereof, when, as and if declared by the company’s board of directors, on the fifteenth day of each February, May, August and November, to holders of record as of the first day of the payment month, commencing on February 15, 2006.

Each share of preferred stock will be convertible at any time at the option of the holder into 33.3333 shares of KCS common stock, which is based on an initial conversion price of $30.00 per common share. The conversion price is subject to customary adjustments in certain circumstances.

Morgan Stanley was the sole book-running manager for the offering. This offering is being made only by means of a prospectus. Copies of the preliminary prospectus and records relating to the offering may be obtained from the offices of Morgan Stanley, Prospectus Department, 180 Varick Street, New York, NY 10014, or by email to prospectus@morganstanley.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

Headquartered in Kansas City, Mo., KCS is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holdings include The Kansas City Southern Railway Company and Texas Mexican Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50% interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS’ North American rail holdings and strategic alliances are primary components of a NAFTA Railway system, linking the commercial and industrial centers of the U.S., Canada and Mexico.

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