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): August 20, 2010

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)
[  ]  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 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On August 20, 2010, Kansas City Southern (the "Company") provided a notice to its directors and executive officers informing them of a blackout period for the Company's 401(k) Plan, the Company's Employee Stock Ownership Plan and the Gateway Western Railway Union 401(k) Plan (collectively, the "Plans") and the trading restrictions that apply to them during the blackout period. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission’s Regulation BTR which prohibits trading in Company securities by directors and executive officers during blackout periods.

The blackout period is required to transition the Plans to a new third party recordkeeper. The blackout period will begin on September 21, 2010 and end on October 17, 2010, unless sooner terminated or extended.

A copy of the notice to directors and executive officers is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by referenc e.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Notice to Directors and Executive Officers dated August 20, 2010.

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
August 20, 2010	By:	/s/ Brian P. Banks
		Name: Brian P. Banks
		Title: Associate General Counsel & Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Notice to Directors and Executive Officers dated August 20, 2010.

EX-99.1

August 20, 2010

Members of the Board of Directors;
Executive Officers of Kansas City Southern

RE: Notice Regarding 401(k) Plan and ESOP Blackout Period and Trading Restrictions

Ladies and Gentlemen:

The purpose of this notice is to notify you that directors and executive officers of Kansas City Southern (“KCS”) will be prevented from engaging in transactions involving equity securities of KCS during a “blackout period” under the KCS 401(k) Plan, the KCS Employee Stock Ownership Plan, and the Gateway Western Railway Union 401(k) Plan (the “Plans”). This restriction applies to equity securities of KCS that you have acquired in connection with your service as a KCS director or your employment as an executive officer of KCS, which can include shares you hold outside the Plans.

Reason for Blackout Period. The Plans will be changing recordkeepers from Schwab Retirement Plan Services to Fidelity Investments, and a blackout period under the Plans is necessary to accomplish this transition. Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation Blackout Trading Restriction (also known as Regulation “BTR”) generally requires that whenever 50% or more of the participants in the issuer’s defined contribution individual account retirement plans are prohibited from directing purchases, sales or transfers of the issuer’s equity securities under the plans, then trading restrictions are imposed upon the issuer’s directors and executive officers with respect to their equity securities.

Length of Blackout Period. The blackout period will begin on September 21, 2010 at 4:00 p.m. Eastern Daylight Time and is expected to end during the week of October 17, 2010. You will be notified in the event there are changes to these dates. Please note that this blackout period is separate from, and in addition to, trading restrictions under the KCS Insider Trading Policy.

Restrictions on Directors and Executive Officers during the Blackout Period. During the blackout period, subject to limited exceptions, as a director or executive officer of KCS you will be prohibited from the direct or indirect purchase, sale or other acquisition or transfer of any equity securities of KCS that you acquire or have previously acquired in connection with your service or employment as a director or executive officer of KCS, regardless whether you participate in the Plans. “Equity securities” include not only KCS common stock, but also stock options and other derivatives. For example, these rules prohibit exercising options granted to you, selling shares of KCS common stock acquired pursuant to such options, selling shares of common stock originally received as restricted stock or selling shares to cover withholding taxes upon the vesting of restricted stock.

Restrictions on Plan Participants and Beneficiaries during the Blackout Period. During the blackout period, Plan participants and beneficiaries will generally be unable to obtain distributions or loans from the Plans or to direct investments or changes in investments.

Questions or Additional Information. Questions about this Notice and the blackout period that applies to directors and executive officers of KCS, including questions regarding whether the blackout period has ended, may be directed to:

Brian P. Banks
Associate General Counsel &
Corporate Secretary
Kansas City Southern
P.O. Box 219335
Kansas City, MO 64121-9335
Phone: (816) 983-1382 Julie D. Powell
General Director Shareholder Relations,
Assistant Secretary & Assistant Treasurer
Kansas City Southern
P.O. Box 219335
Kansas City, MO 64121-9335
Phone: (816) 983-1538