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 1, 2003
KANSAS CITY SOUTHERN
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
---------------------------- ------------------ -----------------------
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105
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(Address of principal executive offices) (Zip Code)
COMPANY'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(816) 983 - 1303
NOT APPLICABLE
(Former name or former address if changed since last report)
ITEM 5. OTHER EVENTS
On August 1st, 2003, Kansas City Southern ("KCS") and Grupo TMM, S.A. ("TMM")
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR") for their proposed NAFTA Rail transaction has
expired without a formal request from the U.S. Department of Justice ("DOJ") for
additional information of documentary material, allowing KCS and TMM to
consummate their transaction without any further delays that could have resulted
from requests for additional information by the Justice Department under U.S.
antitrust laws. Under the HSR process, the DOJ had thirty (30) days after notice
is filed to issue a "second request" asking for various documents and
information from the HSR parties. The waiting period officially expired on July
31, 2003 without action by the DOJ. While the transaction has cleared the
regulatory waiting period under HSR for antitrust review in the United States,
the transaction placing TFM, S.A., de C.V. ("TFM") under common control of NAFTA
Rail must still be approved by the Foreign Investment Commission in Mexico, the
shareholders of both companies, and TMM bondholders. The transaction has already
received approval from the Mexican Competition Commission, which looks at
antitrust issues in proposed transactions in Mexico.
In a separate, but related proceeding, certain KCS Executives testified on July
31, 2003 before the U.S. Surface Transportation Board at a public hearing held
to discuss and take evidence on KCS's plans to place The Kansas City Southern
Railway Company, Gateway Eastern Railway Company, and The Texas Mexican Railway
Company under the common control of KCS. See the Press Release attached hereto
as Exhibit 99.1 for further details.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT
(99) Additional Exhibits
99.1 Press Release issued by Kansas
City Southern dated August 1,
2003 entitled, "Kansas City
Southern and Grupo TMM Announce
Expiration of Department Of
Justice Hart-Scott-Rodino
Waiting Period Allowing NAFTA
Rail Transaction to Proceed
Without Further U.S. Antitrust
Review," is attached hereto as
Exhibit 99.1
SIGNATURE
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
hereunto duly authorized.
Kansas City Southern
Date: August 5, 2003 By: /S/ LOUIS G. VAN HORN
----------------------------
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
DATE: August 1, 2003
KANSAS CITY SOUTHERN CONTACTS:
William H. Galligan Doniele Kane
Asst. Vice President Investor Relations Dir. Corporate Communications
(william.h.galligan@kcsr.com) (doniele.c.kane@kcsr.com)
816-983-1551 816-983-1372
KANSAS CITY SOUTHERN AND GRUPO TMM
ANNOUNCE EXPIRATION OF DEPARTMENT OF JUSTICE HART-SCOTT-RODINO
WAITING PERIOD
ALLOWING NAFTA RAIL TRANSACTION TO PROCEED WITHOUT FURTHER U.S.
ANTITRUST REVIEW
Today, Kansas City Southern ("KCS") (NYSE: KSU) and Grupo TMM, S.A. (NYSE: TMM
and BMV: TMM A; "TMM") announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") for their proposed
NAFTA Rail transaction has expired without a formal request from the U.S.
Department of Justice ("DOJ") for additional information of documentary
material, allowing KCS and TMM to consummate their transaction without any
further delays that could have resulted from requests for additional information
by the Justice Department under U.S. antitrust laws. Under the HSR process, the
DOJ had thirty (30) days after notice is filed to issue a "second request"
asking for various documents and information from the HSR parties. The waiting
period officially expired yesterday, July 31, 2003, without action by the DOJ.
While the transaction has cleared the regulatory waiting period under HSR for
antitrust review in the United States, the transaction placing TFM, S.A., de
C.V. ("TFM") under common control of NAFTA Rail must still be approved by the
Foreign Investment Commission in Mexico, the shareholders of both companies, and
TMM bondholders. The transaction has already received approval from the Mexican
Competition Commission, which looks at antitrust issues in proposed transactions
in Mexico.
"We are very gratified that the U.S. Department of Justice has determined to
allow the transaction to proceed without a request for additional information
under the antitrust laws," stated Michael R. Haverty, Chairman, President, and
Chief Executive Officer of KCS. "We believe that NAFTA Rail will enhance rail
competition in Mexico and the United States and improve rail service for
shippers in the vitally important North American rail corridor. This is one more
step in our effort to make NAFTA Rail a strong competitor in the NAFTA trade
corridor."
Jose Serrano, Chairman of Grupo TMM, said "The expiration of the waiting period
removes another hurdle to our ability to complete the transaction."
In a separate, but related proceeding, Haverty and KCS Executive Vice President
and Chief Operating Officer, Gerald Davies, testified yesterday before the U.S.
Surface Transportation Board ("STB") at a public hearing held to discuss and
take evidence on KCS's plans to place The Kansas City Southern Railway Company
("KCSR"), Gateway Eastern Railway Company ("Gateway"), and The Texas Mexican
Railway Company ("Tex Mex") under the common control of KCS (the "Applicant").
This public hearing was scheduled by the STB to allow the Applicant and the
public to comment on this transaction, which is separate from the TFM
transaction. KCS had earlier purchased 51 percent of Tex Mex's parent company,
Mexrail Inc., for $32.7 million but placed those shares in an independent voting
trust pending STB authority to commonly control KCSR, Gateway, and Tex Mex. The
STB has published a procedural schedule that would result in a final decision in
this matter by October 17, 2003.
"We were very pleased that Chairman Nober and the STB staff scheduled this
hearing to allow us and many of the affected parties to comment on the
importance of our transaction to future competitive rail service between the
U.S. and Mexico," said Haverty.
Joining KCS in testifying in support of the transaction at the
STB hearing were The U.S. Department of Agriculture, Watco
Companies, Inc., Triangle Marine Industrial Park, Bartlett
Company, Beachner Grain, Inc., E. I. du Pont de Nemours and
Company, Martin Product Sales LLC, and MeadWestvaco Corporation.
Over 90 parties to date have filed written comments in support of
the NAFTA Rail transaction.
KCS is a transportation holding company that has railroad investments in the
United States, Mexico, and Panama. Its primary holding is The Kansas City
Southern Railway Company. Headquartered in Kansas City, Missouri, KCS serves
customers in the central and south central regions of the U.S. KCS's rail
holdings and investments are primary components of a NAFTA Railway system that
links the commercial and industrial centers of the United States, Canada and
Mexico.
Headquartered in Mexico City, Grupo TMM is the premier Mexican multimodal
transportation company and logistics provider. Through its branch offices and
network of subsidiary companies, Grupo TMM provides a dynamic combination of
ocean and land transportation services within Mexico. Grupo TMM also has the
controlling interest in TFM, which operates Mexico's Northeast Rail Lines and
carries over 40 percent of the country's rail cargo.
This press release includes statements concerning potential future events
involving the Company, which could materially differ from the events that
actually occur. The differences could be caused by a number of factors,
including those factors identified in a Current Report on Form 8-K dated
December 11, 2001 filed by the Company with the Securities and Exchange
Commission ("SEC") (Commission file no. 1-4717). The Company will not update any
forward-looking statements in this press release to reflect future events or
developments.
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