SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
KANSAS CITY SOUTHERN
(Exact name of Registrant as specified in its charter)
DELAWARE 44-0063509
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
427 WEST 12TH STREET,
KANSAS CITY, MISSOURI
64105
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X] Not Applicable.
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ] Not Applicable.
Securities Act registration statement file number to which this form
relates: Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each Class Is To Be Registered
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Rights to Purchase Series A Preferred Shares New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On September 27, 2005, the Board of Directors (the "Board") of Kansas City
Southern (the "Company") declared a dividend distribution of one Right for each
outstanding share of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"), to the stockholders of record as of the close of business on
October 12, 2005 (the "Record Date"). Each Right entitles the registered holder
thereof to purchase from the Company 1/1,000ths of a share of Series A Preferred
Stock, par value 1.00 per share (the "Preferred Stock"), or in some
circumstances, Common Stock, other securities, cash or other assets, at a price
of $100 per share (the "Purchase Price"), (both shares and price are subject to
adjustment as described below). The terms and conditions of the Rights are set
forth in a Rights Agreement dated as of September 29, 2005, as may be amended
from time to time between the Company and UMB Bank, n.a., as Rights Agent (the
"Rights Agreement"). A copy of the Rights Agreement, attached hereto as Exhibit
99, is incorporated herein by reference and this description of the Rights is
qualified in its entirety by reference to such exhibit. Capitalized terms not
defined herein are defined in the Rights Agreement.
As of September 27, 2005, the Company had a total of 400,000,000 shares of
Common Stock authorized, of which 82,401,207 shares were issued and outstanding.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) ten (10) business days following a public
announcement that a person or group of affiliated or associated persons has
acquired beneficial ownership of fifteen percent (15%) or more of the then
outstanding shares of Common Stock (or thirteen percent (13%) in the case the
Independent Directors determine such Person is an "Adverse Person") (each such
person or group of affiliated or associated persons referred to herein and in
the Rights Agreement as an "Acquiring Person"), or (ii) ten (10) business days
following the commencement of a tender offer or exchange offer that would result
in a person or group becoming an Acquiring Person. Pursuant to exceptions set
forth in the Rights Agreement, Grupo TMM, S.A. and certain of its affiliates and
stockholders have been exempted under certain circumstances from the definition
of an "Acquiring Person." As used herein and in the Rights Agreement, an
Independent Director means any member of the Board of Directors of the Company,
while such person is a member of the Board, who is not an Acquiring Person, an
Affiliate or Associate of an Acquiring Person, or a representative or nominee of
an Acquiring Person or of any such Affiliate or Associate.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business of the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Following the Distribution Date,
shares of Common Stock issued will be accompanied by Rights only in certain
instances.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on October 11, 2010, unless the Rights are earlier
redeemed by the Company as described below.
In the event that a Person becomes an Acquiring Person, except pursuant to
a tender or exchange offer for all outstanding shares of Common Stock which a
majority of the Independent Directors
determines to be adequate and otherwise in the best interests of the Company's
stockholders, taking into consideration all factors that such directors deem
relevant (a "Permitted Offer"), each holder of a Right will thereafter have the
right to receive, upon exercise of the Right at the then current Purchase Price,
that number of shares of the Preferred Stock (or in certain circumstances,
Common Stock or assets or other securities of the Company) having a market value
of two times the Purchase Price. Notwithstanding the foregoing, following the
occurrence of the event set forth in this paragraph, all Rights that are or were
beneficially owned by any Acquiring Person or Adverse Person will be null and
void.
In the event that, at any time following the Share Acquisition Date, (i)
the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company engages in
a merger or other business combination transaction in which the Company is the
surviving corporation and the Common Stock of the Company is changed or
exchanged, or (iii) fifty percent (50%) or more of the Company's assets, cash
flow or earning power is sold or transferred (in each case other than with an
entity which acquired the shares pursuant to a Permitted Offer), each holder of
a Right shall thereafter have the right to receive, upon exercise of the Right
at the then current Purchase Price, that number of shares of the common stock of
the acquiring company (or certain of its affiliates) that at the time of such
transaction would have a market value of two times the exercise price of the
Right. If the Rights are exercised to acquire the Preferred Stock, then the
Rights will not thereafter be exercisable to acquire the securities of any
Acquiring Person. The events set forth in this paragraph and in the second
preceding paragraph are referred to in the Rights Agreement as "Triggering
Events."
At any time until the Share Acquisition Date or the Final Expiration Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.0025 per Right (the "Redemption Price"). Following the Share Acquisition
Date, but prior to an event listed in Section 13(a) of the Rights Agreement
(i.e. a merger, consolidation or sale of more than 50 percent of the assets or
earnings power of the Company and its subsidiaries), the Company may redeem the
Rights in connection with any event specified in Section 13(a) in which all
stockholders are treated alike and which does not include the Acquiring Person
or its Affiliates or Associates. In addition, the Company's right of redemption
may be reinstated following an inadvertent trigger of the Rights (as determined
by the Board) if an Acquiring Person reduces its beneficial ownership to 10
percent or less of the outstanding shares of Common Stock of the Company in a
transaction or series of transactions not involving the Company. Immediately
upon the action of the Board electing to redeem the Rights, the Company shall
make announcement thereof, and upon such election, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending on the
circumstances, recognize taxable income in the event that the Rights become
exercisable for the Preferred Stock (or other securities, as the case may be) of
the Company or for common stock of an acquiring company or in the event of the
redemption of the Rights as set forth above.
The Purchase Price payable, and the number of shares of Preferred Stock (or
Common Stock, other securities, cash or other assets, as the case may be)
issuable upon exercise of the Rights are subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) upon the grant to
holders of the Preferred Stock of certain rights or warrants to subscribe for
shares of the Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends out of earnings or retained earnings or dividends
payable in the Preferred Stock) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent (1%) in such Purchase Price. No fractional shares will be issued (other
than fractional shares which are integral multiples of 1/1,000ths of a share of
Preferred Stock) and, in lieu thereof, an adjustment in cash will be made based
on the market price of the Preferred Stock on the last Trading Date prior to the
date of exercise.
Prior to the Distribution Date, the Board may amend or supplement any
provision of the Rights Agreement without the consent of the holders of the
Rights. Following the Distribution Date, the Board of Directors may amend the
provisions of the Rights Agreement in order to cure any ambiguity, to correct
any defect or inconsistency or to make changes deemed necessary or desirable, so
long as such changes do not adversely affect the interests of the holders of the
Rights (excluding the interests of any Acquiring Person and its affiliates and
associates). In any case, however, the Board of Directors may not amend or
supplement the Rights Agreement to change or supplement the Redemption Price,
Final Expiration Date, the Purchase Price or the number of 1/1,000ths of a share
of Preferred Stock for which a Right is exercisable.
The Rights may have the effect of impeding a change in control of the
Company without the prior consent of the Board, and the Rights could cause
substantial dilution to a person that attempts to acquire the Company without
conditioning the offer on redemption of the Rights by the Board or on the
acquisition by such person of a substantial number of Rights. The Rights will
not interfere with any Permitted Offer for all of the outstanding Common Stock
that has the approval of the Independent Directors.
ITEM 2. EXHIBITS.
99.1 Rights Agreement dated as of September 29, 2005 between the
Company and UMB Bank, n.a., filed as Exhibit 10.1 to the
Company's Form 8-K filed on October 3, 2005, is hereby
incorporated by reference as Exhibit 99.1.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
KANSAS CITY SOUTHERN
Date: October 12, 2005 By: /s/ Ronald G. Russ
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Ronald G. Russ
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Rights Agreement dated as of September 29, 2005 between the
Company and UMB Bank, n.a.