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):
JUNE 5, 2002
KANSAS CITY SOUTHERN
(Exact name of company as specified in its charter)
DELAWARE 1-4717 44-0663509
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105
(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
$200 MILLION NOTES OFFERING
On June 5, 2002, The Kansas City Southern Railway Company ("KCSR") priced $200
million of senior unsecured notes due 2009 at par with a coupon of 7 1/2 %. The
notes will not be callable before maturity except that up to 35% may be redeemed
using equity proceeds until 2005 at a price of 107.5%.
On June 12, 2002, KCSR closed the transaction and issued $200 million of its
7 1/2% senior unsecured notes due 2009. The notes are fully and unconditionally
guaranteed on a senior unsecured basis by Kansas City Southern and certain of
its subsidiaries. KCSR applied the net proceeds from the offering of the notes
to repay outstanding indebtedness under its existing senior unsecured credit
facilities and other secured indebtedness. Concurrently with the note offering,
KCSR amended and restated its existing senior unsecured credit facilities to
provide greater financial flexibility. The amended and restated credit
facilities consist of a $100 million revolving credit facility and a $150
million term loan. The term loan under the amended and restated credit agreement
will have a maturity of approximately 6 years.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT
(99) Additional Exhibits
99.1 Press Release issued by Kansas City Southern
dated June 5, 2002 entitled, "KCS Prices $200
Million Notes Offering", 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: June 17, 2002 By: /S/ LOUIS G. VAN HORN
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Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
EXHIBIT 99.1
KANSAS CITY SOUTHERN PRESS RELEASE
427 WEST 12TH STREET, KANSAS CITY, MISSOURI 64105 NYSE SYMBOL: KSU
Date: June 5, 2002
Media Contact: William H. Galligan Phone: 816/983-1551
william.h.galligan@kcsr.com Fax: 816/983-1590
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KCS PRICES $200 MILLION NOTES OFFERING
Kansas City Southern announced today that it had priced $200 million of senior
notes due 2009 at par with a coupon of 7 1/2%. The notes will not be callable
before maturity except that up to 35% may be redeemed using equity proceeds
until 2005 at a price of 107.5%. Proceeds of the offering will be used to repay
bank debt and other senior indebtedness and to pay placement fees and expenses
associated with the offering. The notes have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration under the Securities
Act.
KCS is a transportation holding company that has railroad investments in the
U.S., Mexico, and Panama. Its primary holding is Kansas City Southern Railway.
Headquartered in Kansas City, Missouri, KCS serves customers in the central and
south central regions of the U.S. KCS' rail holdings and investments are primary
components of a NAFTA Railway system that links the commercial and industrial
centers of the U.S., Canada, and Mexico.
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 identified in KCS's December 31, 2001 Form 10-K and the current report on
Form 8-K dated December 11, 2001, each filed by the Company with the Securities
and Exchange Commission (SEC). The Company will not update any forward-looking
statements in this press release to reflect future events or developments.