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):
May 27, 2008
KANSAS CITY SOUTHERN
(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))
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Item 1.01 Entry into a Material Definitive Agreement.
On May 30, 2008, The Kansas City Southern Railway Company ("KCSR"), a
wholly-owned subsidiary of Kansas City Southern ("KCS"), pursuant to an
Underwriting Agreement dated May 27, 2008 (the "Underwriting Agreement") among
KCSR, Morgan Stanley & Co. Incorporated and Bank of America Securities, as
representatives of the underwriters listed therein, issued and sold $275.0
million in aggregate principal amount of 8.0% Senior Notes due 2015 (the
"Notes"). KCSR registered the Notes by means of Amendment No. 2 to a shelf
registration statement on Form S-3 (File No. 333-130112) filed and declared
automatically effective by the Securities and Exchange Commission on May 23,
2008. A copy of the Underwriting Agreement is attached hereto as Exhibit 4.1.
The Notes were issued pursuant an Indenture dated May 30, 2008 among KCSR, KCS,
certain subsidiaries of KCS who guarantee KCSR's obligations under the Notes
(collectively, the "Note Guarantors") and U.S. Bank National Association, as
trustee and paying agent.
The Notes are fully and unconditionally guaranteed by KCS and the Note
Guarantors. The Notes and the note guarantees will rank equally with all current
and future unsecured and unsubordinated indebtedness of KCSR, KCS and each Note
Guarantor, as applicable, and senior to all of KCSR's, KCs's or such Note
Guarantor's future subordinated debt. The Notes will be effectively subordinated
to all secured indebtedness of KCSR and each Note Guarantor, as applicable, to
the extent of the value of the assets securing such indebtedness. The Notes will
bear interest at a rate of 8.0% per annum, payable semi-annually on June 1 and
December 1 of each year, beginning on December 1, 2008, to persons who are the
registered holders of the Notes on the immediately preceding May 15 and November
15, respectively.
The Indenture limits the ability of KCSR, KCS, the Note Guarantors and their
restricted subsidiaries, as applicable, to incur indebtedness, make restricted
payments, create restrictions on dividend and certain other payments by
restricted subsidiaries, issue and sell capital stock of restricted
subsidiaries, enter into transactions with affiliates, incur liens, enter into
sale-leaseback transactions, and sell assets, in each case subject to certain
qualifications set forth in the Indenture.
In the event of a Change of Control (as defined in the Indenture), holders of
the Notes will have the right to require KCSR to repurchase all or any part of
Notes at a purchase price equal to 101% of the principal amount of such Notes,
plus accrued and unpaid interest, if any, to the date of such repurchase.
Subject to certain qualifications and applicable grace periods, the Notes may be
declared immediately due and payable by the trustee or the holders of at least
25% in aggregate principal amount of the Notes then outstanding upon the
occurrence and continuance of certain events deemed to be "Events of Default,"
as set forth in the Indenture. In addition, subject to certain qualifications
and applicable grace periods, certain Events of Default, as set forth in the
Indenture, result in the Notes becoming immediately due and payable without any
action on the part of the trustee or any holder.
The Notes will mature on June 15, 2015. However, KCSR, at its option, may redeem
the Notes in whole or in part prior to June 1, 2012 by paying either 101% of the
principal amount of the Notes, or a "make whole" premium, whichever is greater,
plus in each case, accrued and unpaid interest thereon, if any. KCSR may also
redeem some or all of the Notes on or after June 1, 2012 at the redemption
prices set forth in the Indenture, plus accrued and unpaid interest, if any. In
addition, subject to certain conditions, KCSR may, at its option, redeem up to
35% of the Notes prior to June 1, 2011, at the redemption price set forth in the
Indenture, from the proceeds of the sale of capital stock by either KCS or KCSR.
The above description of the Indenture and the Notes is qualified in its
entirety by reference to the terms of that agreement attached hereto as Exhibit
4.2.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
an off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by reference.
Item 8.01 Other Events.
On June 2, 2008, KCS issued a press release announcing that KCSR had accepted
for payment tenders from holders of approximately 99% of its 9 1/2% Senior Notes
due 2008, pursuant to KCSR's previously announced tender offer and consent
solicitation relating to the 9 1/2% Senior Notes. A copy of the press release is
attached hereto as Exhibit 99.1.
KCSR is also filing as Exhibit 5.1 to this current report on Form 8-K the
legality opinion of Sonnenschein Nath & Rosenthal LLP with respect to the
offering of the Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit 4.1 Underwriting Agreement dated May 27, 2008 among KCSR, Morgan
Stanley & Co. Incorporated and Bank of America Securities, as representatives of
the underwriters listed therein.
Exhibit 4.2 Indenture dated May 30, 2008 among KCSR, KCS, the Note
Guarantors and U.S. Bank National Association, as trustee and paying agent.
Exhibit 5.1 Opinion of Sonnenschein Nath & Rosenthal LLP on the legality of
the 8.0% Senior Notes due 2008.
Exhibit 99.1 Press Release entitled "KCS Announces Closing of Debt Offering
and Acceptance of 9 1/2% Senior Notes due 2008," dated June 2, 2008.
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
June 2, 2008 By: /s/ Patrick J. Ottensmeyer
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Name: Patrick J. Ottensmeyer
Title: Executive Vice President and
Chief Fiancial Officer