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):
October 7, 2004
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)
[x] 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))
Kansas City Southern is filing, pursuant to Rule 14a-12, the information set
forth below. Although we do not believe this is soliciting material under
Rule 14a-12, we are disclosing this information in an abundance of caution.
Item 7.01 Regulation FD Disclosure
KCS is furnishing under Item 7.01 of this Current Report on Form 8-K the
information included as Exhibit 99.1 to this report. Exhibit 99.1 is pro forma
financial information of the Company that is included in the Post-Effective
Amendment No. 8 to the Company's registration statement on Form S-3 filed
October 7, 2004 ("Post-Effective Amendment No. 8") and includes Pro Forma
Condensed Consolidated Balance Sheets as of June 30, 2004 and Pro Forma
Condensed Consolidated Income Statements for the Six Months Ended June 30, 2004
and the Year Ended December 31, 2003.
The Company is also furnishing under Item 7.01 of this Current Report on Form
8-K information included in the Post-Effective Amendment No. 8 relating to the
Company's Computation of Ratio of Earnings to Fixed Charges. For the six months
ended June 30, 2004, the ratio of earnings to combined fixed charges and
preferred dividends was 1.41. For the year ended December 31, 2003, the ratio of
earnings to combined fixed charges and preferred dividends was less than 1:1.
The ratio of earnings to combined fixed charges and preferred dividends would
have been 1:1 if a deficiency of $18.2 million was eliminated.
The information included in this Current Report on Form 8-K, including Exhibit
99.1 is furnished pursuant to Item 7.01 and shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that Section.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 Pro Forma Financial Information,including
Pro Forma Condensed Consolidated Balance
Sheet as of June 30, 2004 and Pro Forma
Condensed Consolidated Income Statements
for the Six Months Ended June 30, 2004 and
the Year Ended December 31, 2003.
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
Date: October 7, 2004 By: /s/James S. Brook
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James S. Brook
Vice President and Comptroller
(Principal Accounting Officer)