8-K

 

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): January 25, 2005

Kansas City Southern
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-4717	44-0663509
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
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))

Item 8.01. Other Events.

Kansas City Southern, ("the Company", "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 Joint KCS and Grupo TMM, S.A. ("TMM") press release dated January 25, 2005, announcing the expiration of the Hart-Scott-Rodino waiting period allowing the Amended and Restated Acquisition Agreement to proceed without further antitrust review. See the press release attached hereto as Exhibit 99.1 for further information.

In connection with the proposed acquisition pursuant to the Amended and Restated Acquisition Agreement, 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 definitive proxy statement, as well as any amendments and supplements to the definitive proxy statement (if and when they become available) and any other relev ent 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 relevent 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' 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 definitive 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' 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 interest of such participants by reading the amended proxy statement files in connection with the transaction when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits
Exhibit No.: (99)
Document: Additional Exhibits

99.1
Press Release issued jointly by Kansas City Southern and Grupo TMM, S.A. dated January 25, 2005 entitled "Grupo TMM and Kansas City Southern Announce Expiration of Hart-Scott-Rodino Waiting Period Allowing the Amended and Restated Acquisition Agreement to Proceed Without Further Antitrust Review."

SIGNATURES

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
January 26, 2005	By:	James S. Brook
		Name: James S. Brook
		Title: Vice President and Comptroller (Principal Accounting Officer)

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued jointly by Kansas City Southern and Grupo TMM, S.A. dated January 25, 2005 entitled "Grupo TMM and Kansas City Southern Announce Expiration of Hart-Scott-Rodino Waiting Period Allowing the Amended and Restated Acquisition Agreement to Proceed Without Further Antitrust Review."

EX-99.1

Grupo TMM and Kansas City Southern Announce Expiration of Hart-Scott-Rodino Waiting Period
Allowing the Amended and Restated
Acquisition Agreement to Proceed Without Further Antitrust Review

Kansas City, MO, January 25, 2005. Today, Grupo TMM, S.A. (TMM) (BMV: TMM A and NYSE: TMM) and Kansas City Southern (KCS) (NYSE: KSU) announced that the 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) for the Amended and Restated Acquisition Agreement (AAA) has expired without a formal request from the U.S. Department of Justice (DOJ) for additional information of documentary material. This allows KCS and TMM to consummate the transaction without an antitrust challenge from DOJ and to bring The Kansas City Southern Railway Company, The Texas Mexican Railway Company and TFM, S.A. de C.V. under the common control of KCS.

“We are pleased that the U.S. Department of Justice has again allowed the transaction to proceed without a request for additional information and without a challenge under the antitrust laws,” said Michael R. Haverty, KCS chairman, president and chief executive officer. “We believe that this transaction will enhance rail competition in the United States and Mexico, enhancing service for shippers in the North American trade corridor.”

On December 15, 2004, KCS and TMM announced that the companies had entered into the AAA whereby TMM will sell its 51 percent voting interest in Grupo Transportacion Ferroviaria Mexicana, S.A. de C.V. (Grupo TFM) to KCS for $200 million in cash, 18 million shares of KCS common stock, $47 million in a two-year promissory note, and up to $110 million payable in a combination of cash and KCS common stock upon successful resolution of the current proceedings related to the VAT Claim and the Put with the Mexican Government. The $47 million promissory note and a portion of the

$110 million contingent payment will be subject to certain escrow arrangements to cover potential indemnification claims.

With the completion of the HSR process, KCS shareholder approval of the issuance of the shares to TMM required under the AAA remains the final step to completion of the proposed transaction. The Securities and Exchange Commission is currently reviewing KCS’ draft amended proxy statement.

Headquartered in Mexico City, TMM is a Latin American multimodal transportation company. Through its branch offices and network of subsidiary companies, TMM provides a dynamic combination of ocean and land transportation services. Visit TMM’s web site at http://www.grupotmm.com and TFM’s web site at http://www.tfm.com.mx. Both sites offer Spanish/English language options.

KCS is a transportation holding company that has railroad investments in the United States, Mexico and Panama. Its primary domestic holdings include The Kansas City Southern Railway Company (KCSR), founded in 1887 and The Texas Mexican Railway Company, founded in 1885. Headquartered in Kansas City, Mo., KCSR serves customers in the central and south central regions of the United States. KCS’ rail holdings and investments, including TFM, S.A. de C.V., are primary components of a NAFTA Railway system that links the commercial and industrial centers of the United States, Canada and Mexico. Visit KCS at www.kcsi.com.

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 definitive proxy statement, as well as any amendments and supplements to the definitive 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’ 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’ 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.

# # #

Company Contact Information:

GRUPO TMM COMPANY CONTACTS:
Brad Skinner
Investor Relations
011-525-55-629-8725 or 203-247-2420
brad.skinner@tmm.com.mx
Proa/StructurA
Marco Provencio
Media Relations
011-525-55-629-8708 and 011-525-55-442-4948
mp@proa.structura.com.mx

AT DRESNER CORPORATE SERVICES:
Kristine Walczak
(General investors, analysts and media)
312-726-3600
kwalczak@dresnerco.com

KANSAS CITY SOUTHERN CONTACTS:
MEDIA & INVESTORS
William H. Galligan
Assistant Vice President Investor Relations
816-983-1551
william.h.galligan@kcsr.com

MEXICO
Gabriel Guerra
Media Relations
011-525-55-273-5359
gguerra@gcya.net