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 4, 2006
KANSAS CITY SOUTHERN
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(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)
[ ] 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 1.01 Entry into a Material Definitive Agreement
On December 4, 2006, Kansas City Southern ("KCS") entered into an Underwriting
Agreement with Grupo TMM, S.A. ("Grupo TMM") and Morgan Stanley & Co.
Incorporated in connection with a public offering by Grupo TMM of 1,494,469
shares of common stock of KCS owned by Grupo TMM. KCS will not receive any of
the proceeds from the sale of such shares by Grupo TMM. The form of Underwriting
Agreement is attached hereto as Exhibit 1.1.
Item 8.01 Other Events.
KCS announced on December 4, 2006, that Grupo TMM has commenced a public
offering of 1,494,469 shares of KCS common stock owned by Grupo TMM. See the
press release attached hereto as Exhibit 99.1 for additional information.
KCS announced on December 4, 2006 that Grupo TMM and Morgan Stanley & Co.
Incorporated had priced the KCS shares offered by Grupo TMM. See the press
release attached as Exhibit 99.2 for additional information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
1.1 Underwriting Agreement dated December 4, 2006 among KCS, Grupo TMM and
Morgan Stanley & Co. Incorporated.
99.1 Press release dated December 4, 2006.
99.2 Press release dated December 4, 2006
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.
December 5, 2006 KANSAS CITY SOUTHERN
By: /s/ Paul J. Weyandt
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Paul J. Weyandt
Senior Vice President - Finance
and Treasurer