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):
SEPTEMBER 15, 2004
KANSAS CITY SOUTHERN
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(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
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(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 generally 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Kansas City Southern ("KCS") and Grupo TMM, S.A. ("Grupo TMM") have agreed to
amend the Acquisition Agreement, dated April 20, 2003, by and among KCS, KARA
Sub, Inc., Grupo TMM, TMM Holdings, S.A. de C.V. and TMM Multimodal, S.A. de
C.V. so as to extend the Termination Date (the date on which either party may
terminate the Acquisition Agreement, if the transaction has not closed, by
giving written notice of termination to the other party) to June 15, 2005. On
September 15, 2004, counsel for KCS and Grupo TMM submitted to the panel of the
International Centre for Dispute Resolution a joint stipulation and agreed form
of award that will, upon adoption by the arbitration panel, effect the
amendment.
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 September 16, 2004, announcing that Mexico's Foreign Investment Commission
("FIC") delivered a notice that the FIC had resolved to deny KCS' application
for authorization of KCS' proposed acquisition of Grupo TMM's interest in TFM,
S.A. de C.V.
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
September 16, 2004 entitled, "Kansas City
Southern and Grupo TMM to Seek
Reconsideration of Mexican Foreign
Investment Commission Decision," 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: September 16, 2004 By: /s/ James S. Brook
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James S. Brook
Vice President and Comptroller
(Principal Accounting Officer)