SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ____ to ____
Commission file number 1-4717
KANSAS CITY SOUTHERN INDUSTRIES, INC.
(Exact name of Company as specified in its charter)
Delaware 44-0663509
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
114 West 11th Street, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code (816) 983-1303
Securities registered pursuant to Section 12 (b) of the Act:
Name of each exchange on
Title of each class which registered
---------------------------------------- ------------------------
Preferred Stock, Par Value $25 Per Share, New York Stock Exchange
4%, Noncumulative
Common Stock, $.01 Per Share Par Value New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Company Stock. The Company's common stock is listed on the New York Stock
Exchange under the symbol "KSU." As of March 8, 2002, 59,985,142 shares of
common stock and 242,170 shares of voting preferred stock were outstanding. On
such date, the aggregate market value of the voting and non-voting common and
preferred stock held by non-affiliates of the Company was approximately $937.5
million (amount computed based on closing prices of preferred and common stock
on New York Stock Exchange).
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following documents are incorporated herein by reference into
Part of the Form 10-K as indicated:
Document Part of Form 10-K into which incorporated
------------------------------------ -----------------------------------------
Company's Definitive Proxy Statement Parts I, III
for the 2002 Annual Meeting of
Stockholders, which will be filed
no later than 120 days after
December 31, 2001
Explanatory Note
In the first amendment to the Registrant's Form 10-K for the year ended December
31, 2001, the Registrant hereby amends the unnumbered item in Part III to
correct certain dates related to the Company's annual meeting of stockholders.
The Registrant also amends Item 14(a)(1) to correct the reference to the KPMG
LLP report date to March 28, 2002.
Part III
The Company has incorporated by reference certain responses to the Items of this
Part III pursuant to Rule 12b-23 under the Exchange Act and General Instruction
G(3) to Form 10-K. The Company's definitive proxy statement for the annual
meeting of stockholders scheduled for May 2, 2002 ("Proxy Statement") will be
filed no later than 120 days after December 31, 2001.
Item 10. Directors and Executive Officers of the Company
(a) Directors of the Company
The information set forth in response to Item 401 of Regulation S-K under the
heading "Proposal 1 - Election of Two Directors" and "The Board of Directors" in
the Company's Proxy Statement is incorporated herein by reference in partial
response to this Item 10.
(b) Executive Officers of the Company
The information set forth in response to Item 401 of Regulation S-K under
"Executive Officers of the Company," an unnumbered Item in Part I (immediately
following Item 4, Submission of Matters to a Vote of Security Holders), of this
Form 10-K is incorporated herein by reference in partial response to this Item
10.
(c) Compliance with Section 16(a) of the Exchange Act
The information set forth in response to Item 405 of Regulation S-K under the
heading "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Company's Proxy Statement is incorporated herein by reference in partial
response to this Item 10.
Item 11. Executive Compensation
The information set forth in response to Item 402 of Regulation S-K under
"Management Compensation" and "The Board of Directors -- Compensation of
Directors" in the Company's Proxy Statement, (other than the Compensation and
Organization Committee Report on Executive Compensation and the Stock
Performance Graph), is incorporated by reference in response to this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth in response to Item 403 of Regulation S-K under the
heading "Principal Stockholders and Stock Owned Beneficially by Directors and
Certain Executive Officers" in the Company's Proxy Statement is hereby
incorporated by reference in response to this Item 12.
The Company has no knowledge of any arrangement the operation of which may at a
subsequent date result in a change of control of the Company.
Item 13. Certain Relationships and Related Transactions
The information set forth in response to Item 404 of Regulation S-K under the
heading "Compensation Committee Interlocks and Insider Participation; Certain
Relationships and Related Transactions" in the Company's Proxy Statement is
incorporated by reference in response to this Item 13.
Page 1
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) List of Documents filed as part of this Report
(1) Financial Statements
The financial statements and related notes, together with the report of KPMG LLP
dated March 28, 2002 and the report of PricewaterhouseCoopers LLP dated March
22, 2001, appear in Part II Item 8, Financial Statements and Supplementary Data,
of the Form 10-K for the year ended December 31, 2001.
(2) Financial Statement Schedules
The schedules and exhibits for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission appear in Part
II Item 8, Financial Statements and Supplementary Data, under the Index to
Financial Statements of the Form 10-K for the year ended December 31, 2001.
(3) List of Exhibits
(a) Exhibits
The Company has incorporated by reference herein certain exhibits as specified
below pursuant to Rule 12b-32 under the Exchange Act.
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession (Inapplicable)
(3) Articles of Incorporation and Bylaws
Articles of Incorporation
3.1 Exhibit 3.1 to the Company's Registration Statement on Form S-4
originally filed January 25, 2001 (Registration No. 333-54262), as
amended and declared effective on March 15, 2001 (the "S-4
Registration Statement"), Restated Certificate of Incorporation, as
amended, is hereby incorporated by reference as Exhibit 3.1
Bylaws
3.2 Exhibit 3.2 to the Company's Form 10-Q for the quarter ended March
31, 2001 (Commission File No. 1-4717), The Company's By-Laws, as
amended and restated to May 2, 2001, is hereby incorporated by
reference as Exhibit 3.2
(4) Instruments Defining the Right of Security Holders, Including Indentures
4.1 The Fourth, Seventh, Eighth, Eleventh, Twelfth, Thirteenth,
Fourteenth, Fifteenth and Sixteenth paragraphs of Exhibit 3.1 hereto
are incorporated by reference as Exhibit 4.1
4.2 Article I, Sections 1, 3 and 11 of Article II, Article V and Article
VIII of Exhibit 3.2 hereto are incorporated by reference as Exhibit
4.2
Page 2
4.3 The Indenture, dated July 1, 1992 between the Company and The Chase
Manhattan Bank (the "1992 Indenture") which is attached as Exhibit 4
to the Company's Shelf Registration of $300 million of Debt
Securities on Form S-3 filed June 19, 1992 (Registration No.
33-47198) and as Exhibit 4(a) to the Company's Form S-3 filed March
29, 1993 (Registration No. 33-60192) registering $200 million of
Debt Securities, is hereby incorporated by reference as Exhibit 4.3
4.3.1 Exhibit 4.5.1 to the Company's Form 10-K for the fiscal year ended
December 31, 1999 (Commission File No. 1-4717), Supplemental
Indenture dated December 17, 1999 to the 1992 Indenture with respect
to the 7.875% Notes Due July 1, 2002 issued pursuant to the 1992
Indenture, is hereby incorporated by reference as Exhibit 4.3.1
4.3.2 Exhibit 4.5.2 to the Company's Form 10-K for the fiscal year ended
December 31, 1999 (Commission File No. 1-4717), Supplemental
Indenture dated December 17, 1999 to the 1992 Indenture with respect
to the 6.625% Notes Due March 1, 2005 issued pursuant to the 1992
Indenture, is hereby incorporated by reference as Exhibit 4.3.2
4.3.3 Exhibit 4.5.3 to the Company's Form 10-K for the fiscal year ended
December 31, 1999 (Commission File No. 1-4717), Supplemental
Indenture dated December 17, 1999 to the 1992 Indenture with respect
to the 8.8% Debentures Due July 1, 2022 issued pursuant to the 1992
Indenture, is hereby incorporated by reference as Exhibit 4.3.3
4.3.4 Exhibit 4.5.4 to the Company's Form 10-K for the fiscal year ended
December 31, 1999 (Commission File No. 1-4717), Supplemental
Indenture dated December 17, 1999 to the 1992 Indenture with respect
to the 7% Debentures Due December 15, 2025 issued pursuant to the
1992 Indenture, is hereby incorporated by reference as Exhibit 4.3.4
4.4 Exhibit 99 to the Company's Form 8-A dated October 24, 1995
(Commission File No. 1-4717), which is the Stockholder Rights
Agreement by and between the Company and Harris Trust and Savings
Bank dated as of September 19, 1995, is hereby incorporated by
reference as Exhibit 4.4
4.5 Exhibit 4.1 to the Company's S-4 Registration Statement
(Registration No. 333-54262), the Indenture, dated as of September
27, 2000, among the Company, The Kansas City Southern Railway
Company ("KCSR"), certain other subsidiaries of the Company and The
Bank of New York, as trustee (the "2000 Indenture"), is hereby
incorporated by reference as Exhibit 4.5
4.5.1 Exhibit 4.1.1 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Supplemental Indenture, dated as of
January 29, 2001, to the 2000 Indenture, among the Company, KCSR,
certain other subsidiaries of the Company and The Bank of New York,
as trustee, is hereby incorporated by reference as Exhibit 4.5.1
4.6 Form of Exchange Note (included as Exhibit B to Exhibit 4.5.1
hereto)
4.7 Exhibit 4.3 to the Company's S-4 Registration Statement
(Registration No. 333-54262), the Exchange and Registration Rights
Agreement, dated as of September 27, 2000, among the Company, KCSR,
certain other subsidiaries of the Company, is hereby incorporated by
reference as Exhibit 4.7
(9) Voting Trust Agreement
(Inapplicable)
Page 3
(10) Material Contracts
10.1 Form of Officer Indemnification Agreement is attached to the Form
10-K for the year ended December 31, 2001 as Exhibit 10.1
10.2 Form of Director Indemnification Agreement is attached to the
Form 10-K for the year ended December 31, 2001 as Exhibit 10.2
10.3 The 1992 Indenture (See Exhibit 4.3)
10.4.1 Supplemental Indenture dated December 17, 1999 to the 1992
Indenture with respect to the 7.875% Notes Due July 1, 2002 issued
pursuant to the 1992 Indenture (See Exhibit 4.3.1)
10.4.2 Supplemental Indenture dated December 17, 1999 to the 1992 Indenture
with respect to the 6.625% Notes Due March 1, 2005 issued pursuant
to the 1992 Indenture (See Exhibit 4.3.2)
10.4.3 Supplemental Indenture dated December 17, 1999 to the 1992 Indenture
with respect to the 8.8% Debentures Due July 1, 2022 issued pursuant
to the 1992 Indenture (See Exhibit 4.3.3)
10.4.4 Supplemental Indenture dated December 17, 1999 to the 1992 Indenture
with respect to the 7% Debentures Due December 15, 2025 issued
pursuant to the 1992 Indenture (See Exhibit 4.3.4)
10.5 Exhibit 10.1 to the Company's Form 10-Q for the period ended March
31, 1997 (Commission File No. 1-4717), The Kansas City Southern
Railway Company Directors' Deferred Fee Plan as adopted August 20,
1982 and the amendment thereto effective March 19, 1997 to such
plan, is hereby incorporated by reference as Exhibit 10.5
10.6 Exhibit 10.4 to the Company's Form 10-K for the fiscal year ended
December 31, 1990 (Commission File No. 1-4717), Description of the
Company's 1991 incentive compensation plan, is hereby incorporated
by reference as Exhibit 10.6
10.7 Exhibit 10.18 to the Company's Form 10-K/A for the year ended
December 31, 1996 (Commission File No. 1-4717), Directors Deferred
Fee Plan, adopted August 20, 1982, amended and restated February 1,
1997, is hereby incorporated by reference as Exhibit 10.7
10.8 Exhibit 4.4 to the Company's Form S-8 filed April 4, 2001
(Registration No. 333-58250), Kansas City Southern Industries, Inc.
1991 Amended and Restated Stock Option and Performance Award Plan,
as amended and restated effective as of February 27, 2001, is hereby
incorporated by reference as Exhibit 10.8
10.9 Exhibit 10.8 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Tax Disaffiliation Agreement, dated
October 23, 1995, by and between the Company and DST Systems, Inc.,
is hereby incorporated by reference as Exhibit 10.9
10.10 Exhibit 4.8 to the Company's Form S-8 filed on December 14, 2000
(Registration No. 333-51854), the Kansas City Southern Industries,
Inc. 401(k) and Profit Sharing Plan, is hereby incorporated by
reference as Exhibit 10.10
10.11 Exhibit 10.10 to the Company's S-4 Registration Statement
(Registration No. 333-54262), the Assignment, Consent and Acceptance
Agreement, dated August 10, 1999, by and among the Company, DST
Systems, Inc. and Stilwell Financial, Inc., is hereby incorporated
by reference as Exhibit 10.11
Page 4
10.12 Employment Agreement, as amended and restated January 1, 2001, by
and among the Company, KCSR and Michael R. Haverty, is attached to
the Form 10-K for the year ended December 31, 2001 as Exhibit 10.12
10.13 Exhibit 10.14 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Employment Agreement, dated January 1,
1999, by and among the Company, KCSR and Gerald K. Davies, is hereby
incorporated by reference as Exhibit 10.13
10.13.1 Amendment to Employment Agreement, dated as of January 1, 2001, by
and among the Company, KCSR and Gerald K. Davies is attached to the
Form 10-K for the year ended December 31, 2001 as Exhibit 10.13.1
10.14 Employment Agreement, as amended and restated January 1, 2001, by
and between the Company and Robert H. Berry, is attached to the Form
10-K for the year ended December 31, 2001 as Exhibit 10.14
10.15 Employment Agreement, as amended and restated effective as of
January 1, 2001, between the Company, KCSR and Albert W. Rees is
attached to the Form 10-K for the year ended December 31, 2001
as Exhibit 10.15
10.16 Employment Agreement dated as of August 1, 2001, as amended by the
Amendment to Employment Agreement dated as of August 1, 2001, by and
among the Company, KCSR and William J. Pinamont, is attached to the
Form 10-K for the year ended December 31, 2001 as Exhibit 10.16
10.17 Exhibit 10.18 to the Company's Form 10-K for the year ended December
31, 1998 (Commission File No. 1-4717), Kansas City Southern
Industries, Inc. Executive Plan, as amended and restated effective
November 17, 1998, is hereby incorporated by reference as Exhibit
10.17
10.18 Exhibit 10.19 to the Company's Form 10-K/A for the year ended
December 31, 1998 (Commission File No. 1-4717), Stock Purchase
Agreement, dated April 13, 1984, by and among Kansas City Southern
Industries, Inc., Thomas H. Bailey, William C. Mangus, Bernard E.
Niedermeyer III, Michael Stolper, and Jack R. Thompson is hereby
incorporated by reference as Exhibit 10.18
10.18.1 Exhibit 10.19.1 to the Company's Form 10-K/A for the year ended
December 31, 1998 (Commission File No. 1-4717), Amendment to Stock
Purchase Agreement, dated January 4, 1985, by and among Kansas City
Southern Industries, Inc., Thomas H. Bailey, Bernard E. Niedermeyer
III, Michael Stolper, and Jack R. Thompson is hereby incorporated by
reference as Exhibit 10.18.1
10.18.2 Exhibit 10.19.2 to the Company's Form 10-K/A for the year ended
December 31, 1998 (Commission File No. 1-4717), Second Amendment to
Stock Purchase Agreement, dated March 18, 1988, by and among Kansas
City Southern Industries, Inc., Thomas H. Bailey, Michael Stolper,
and Jack R. Thompson is hereby incorporated by reference as Exhibit
10.18.2
10.18.3 Exhibit 10.19.3 to the Company's Form 10-K/A for the year ended
December 31, 1998 (Commission File No. 1-4717), Third Amendment to
Stock Purchase Agreement, dated February 5, 1990, by and among
Kansas City Southern Industries, Inc., Thomas H. Bailey, Michael
Stolper, and Jack R. Thompson is hereby incorporated by reference as
Exhibit 10.18.3
10.18.4 Exhibit 10.19.4 to the Company's Form 10-K/A for the year ended
December 31, 1998 (Commission File No. 1-4717), Fourth Amendment to
Stock Purchase Agreement, dated January 1, 1991, by and among Kansas
City Southern Industries, Inc., Thomas H. Bailey, Michael Stolper,
and Jack R. Thompson is hereby incorporated by reference as Exhibit
10.18.4
10.18.5 Exhibit 10.19.5 to the Company's Form 10-K/A for the year ended
December 31, 1998 (Commission File No. 1-4717), Assignment and
Assumption Agreement and Fifth Amendment to Stock Purchase
Agreement, dated November 19, 1999, by and among Kansas City
Southern Industries, Inc., Stilwell Financial, Inc., Thomas H.
Bailey and Michael Stolper is hereby incorporated by reference as
Exhibit 10.18.5
10.19 Exhibit 10.19 to the Company's Form 10-K for the year ended December
31, 1999 (Commission File No. 1-4717), Credit Agreement dated as of
January 11, 2000 among Kansas City Southern Industries, Inc., The
Kansas City Southern Railway Company and the lenders named therein
(the "Credit Agreement"), is hereby incorporated by reference as
Exhibit 10.19
Page 5
10.19.1 Exhibit 10.20.1 to the Company's S-4 Registration Statement
(Registration No. 333-54262), First Amendment to the Credit
Agreement, dated as of June 30, 2000, among the Company, KCSR, the
lenders parties thereto and The Chase Manhattan Bank, as
administrative agent, collateral agent, issuing bank and swingline
lender, is hereby incorporated by reference as Exhibit 10.19.1
10.20 Exhibit 10.20 to Company's Form 10-K for the year ended December 31,
1999 (Commission File No. 1-4717), 364-day Competitive Advance and
Revolving Credit Facility Agreement dated as of January 11, 2000
among Kansas City Southern Industries, Inc. and the lenders named
therein (the "Revolving Credit Facility"), is hereby incorporated by
reference as Exhibit 10.20
10.21 Exhibit 10.21 to Company's Form 10-K for the year ended December 31,
1999 (Commission File No. 1-4717), Assignment, Assumption and
Amendment Agreement dated as of January 11, 2000, among Kansas City
Southern Industries, Inc., Stilwell Financial, Inc. and The Chase
Manhattan Bank, as agent for the lenders named in the Revolving
Credit Facility, is hereby incorporated by reference as Exhibit
10.21
10.22 The 2000 Indenture (See Exhibit 4.5)
10.23 Supplemental Indenture, dated as of January 29, 2001, to the 2000
Indenture (See Exhibit 4.5.1)
10.24 Exhibit 10.23 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Intercompany Agreement, dated as of
August 16, 1999, between the Company and Stilwell Financial Inc., is
hereby incorporated by reference as Exhibit 10.24
10.25 Exhibit 10.24 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Tax Disaffiliation Agreement, dated as
of August 16, 1999, between the Company and Stilwell Financial Inc.,
is hereby incorporated by reference as Exhibit 10.25
10.26 Exhibit 10.25 to the Company's S-4 Registration Statement
(Registration No. 333- 54262), Pledge Agreement, dated as of January
11, 2000, among the Company, KCSR, the subsidiary pledgors party
thereto and The Chase Manhattan Bank, as Collateral Agent (the
"Pledge Agreement"), is hereby incorporated by reference as Exhibit
10.26
10.27 Exhibit 10.26 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Guarantee Agreement, dated as of
January 11, 2000, among the Company, the subsidiary guarantors party
thereto and The Chase Manhattan Bank, as Collateral Agent (the
"Guarantee Agreement"), is hereby incorporated by reference as
Exhibit 10.27
10.28 Exhibit 10.27 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Security Agreement, dated as of
January 11, 2000, among the Company, KCSR, the subsidiary guarantors
party thereto and The Chase Manhattan Bank, as Collateral Agent (the
"Security Agreement"), is hereby incorporated by reference as
Exhibit 10.28
10.29 Exhibit 10.28 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Indemnity, Subrogation and
Contribution Agreement, dated as of January 11, 2000, among the
Company, KCSR, the subsidiary guarantors party thereto and The Chase
Manhattan Bank, as Collateral Agent (the "Indemnity, Subrogation and
Contribution Agreement"), is hereby incorporated by reference as
Exhibit 10.29
10.30 Exhibit 10.29 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Supplement No. 1, dated as of January
29, 2001, to the Pledge Agreement, among PABTEX GP, LLC, SIS Bulk
Holding, Inc. and The Chase Manhattan Bank, as Collateral Agent, is
hereby incorporated by reference as Exhibit 10.30
Page 6
10.31 Exhibit 10.30 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Supplement No. 1, dated as of January
29, 2001, to the Guarantee Agreement, among PABTEX GP, LLC, SIS Bulk
Holding, Inc. and The Chase Manhattan Bank, as Collateral Agent, is
hereby incorporated by reference as Exhibit 10.31
10.32 Exhibit 10.31 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Supplement No. 1, dated as of January
29, 2001, to the Security Agreement, among PABTEX GP, LLC, SIS Bulk
Holding, Inc. and The Chase Manhattan Bank, as Collateral Agent, is
hereby incorporated by reference as Exhibit 10.32
10.33 Exhibit 10.32 to the Company's S-4 Registration Statement
(Registration No. 333-54262), Supplement No. 1, dated as of January
29, 2001, to the Indemnity, Subrogation and Contribution Agreement,
among PABTEX GP, LLC, SIS Bulk Holding, Inc. and The Chase Manhattan
Bank, as Collateral Agent, is hereby incorporated by reference as
Exhibit 10.33
10.34 Lease Agreement, as amended, between The Kansas City Southern
Railway Company and Broadway Square Partners LLP dated June 26, 2001
is attached to the Form 10-K for the year ended December 31, 2001
as Exhibit 10.34
(11) Statement Re Computation of Per Share Earnings
(Inapplicable)
(12) Statements Re Computation of Ratios
12.1 The Computation of Ratio of Earnings to Fixed Charges prepared
pursuant to Item 601(b)(12) of Regulation S-K is attached to the
Form 10-K for the year ended December 31, 2001 as Exhibit 12.1
(13) Annual Report to Security Holders, Form 10-Q or Quarterly Report to
Security Holders
(Inapplicable)
(16) Letter Re Change in Certifying Accountant
16.1 The information set forth under Item 4 and Exhibit 16.1 of the
Company's Form 8-K dated June 20, 2001 (Commission File No. 1-4717)
prepared pursuant to Item 304 (a) of Regulation S-K is hereby
incorporated by reference as Exhibit 16.1
(18) Letter Re Change in Accounting Principles
(Inapplicable)
(21) Subsidiaries of the Company
21.1 The list of the Subsidiaries of the Company prepared pursuant to
Item 601(b)(21) of Regulation S-K is attached to the Form 10-K for
the year ended December 31, 2001 as Exhibit 21.1
(22) Published Report Regarding Matters Submitted to Vote of Security Holders
(Inapplicable)
Page 7
(23) Consents of Experts and Counsel
23.1 The Consents of Independent Accountants prepared pursuant to Item
601(b)(23) of Regulation S-K are attached to the Form 10-K for the
year ended December 31, 2001 as Exhibit 23.1
(24) Power of Attorney
(Inapplicable)
(99) Additional Exhibits
99.1 The consolidated financial statements of Grupo Transportacion
Ferroviaria Mexicana, S.A. de C.V. (including the notes thereto and
the Report of Independent Accountants thereon) as of December 31,
2001 and 2000 and for each of the three years in the period ended
December 31, 2001 as listed under Item 14(a)(2) herein, are hereby
included in the Form 10-K for the year ended December 31, 2001 as
Exhibit 99.1
(b) Reports on Form 8-K
The Company furnished a Current Report on Form 8-K dated October 10, 2001
announcing the date of its third quarter 2001 earnings release and
conference call. The information included in this Current Report on Form
8-K was furnished pursuant to Item 9 and shall not be deemed to be filed.
The Company furnished a Current Report on Form 8-K dated October 31, 2001
reporting its third quarter 2001 operating results. The information
included in this Current Report on Form 8-K was furnished pursuant to Item
9 and shall not be deemed to be filed.
The Company filed a Current Report on Form 8-K on December 11, 2001, under
Item 5 of such form, providing cautionary statements for purposes of the
"safe harbor" provisions of the Private Securities Legislation Reform Act
of 1995.
The Company furnished a Current Report on Form 8-K dated January 7, 2002
announcing the date of its fourth quarter and year end earnings release
and conference call. The information included in this Current Report on
Form 8-K was furnished pursuant to Item 9 and shall not be deemed to be
filed.
The Company filed a Current Report on Form 8-K on January 15, 2002, under
Item 5 of such form, announcing that Mexican courts have agreed to hear
the legal actions initiated by a subsidiary of the Company challenging
certain resolutions adopted by Grupo TFM.
The Company furnished a Current Report on Form 8-K dated January 31, 2002
reporting its fourth quarter and year to date 2001 operating results. The
information included in this Current Report on Form 8-K was furnished
pursuant to Item 9 and shall not be deemed to be filed.
Page 8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized and in the capacities indicated on April 2, 2002.
Kansas City Southern Industries, Inc.
/s/ Louis G. Van Horn
--------------------------------
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
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