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):
November 12, 1996
KANSAS CITY SOUTHERN INDUSTRIES, INC.
(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)
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
Not Applicable
(Former name or former address if changed since last report)
<PAGE>
Item 5. Other Events
Provisions included in the Private Securities Litigation Reform Act of 1995
provide a "safe harbor" for forward-looking statements. Kansas City Southern
Industries, Inc. ("Company") is hereby filing as an exhibit hereto cautionary
statements identifying significant factors that could cause the Company's
actual operating results to materially differ from those projected in
forward-looking statements, whether oral or written, made by, or on behalf of,
the Company.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 Cautionary statements for purposes of the "safe
harbor" provisions of the Private Securities
Litigation Reform Act of 1995 are 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 Industries, Inc.
Date: November 12, 1996 By: /s/ Louis G. Van Horn
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
[PAGE 1]
EXHIBIT 99.1
CAUTIONARY STATEMENTS WITH RESPECT TO THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. The management of Kansas City Southern
Industries, Inc. (" Company"; "KCSI") may occasionally make forward-looking
statements and estimates (such as forecasts and projections) of the Company's
future performance or statements of management's plans and objectives. These
forward-looking statements may be contained in, among other things, filings
with the Securities and Exchange Commission, press releases made by the
Company, and in oral statements made by the officers of the Company. Actual
results of the Company's operations could materially differ from those
indicated in the forward-looking statements. Therefore, no assurances can be
given that the estimates or comments indicated in such forward-looking
statements will be realized. Significant factors that could cause the
Company's actual results to differ from those indicated in the forward-looking
statements include, but are not limited to, the factors delineated below.
Persons evaluating such forward-looking comments should carefully consider the
following factors, and any amendment or supplement hereto, in addition to the
other information contained in the Company's public documents.
GENERAL BUSINESS
Economy
The relative strength or weakness of the United States economy, as well as
various international/regional economies, affects the businesses included in
the Company's operations, particularly those of its primary subsidiaries, The
Kansas City Southern Railway Company ("KCSR") and the Financial Asset
Management businesses, Janus Capital Corporation ("Janus") and Berger
Associates, Inc. ("Berger"). Historically, a stronger economy has resulted in
improved results for the Financial Asset Management businesses. Similarly,
KCSR results generally have been more favorable when the economy in the
geographic region in which it operates is growing. Conversely, when the
economy has slowed, results have been less favorable. Refer to the relevant
sections below for more specific examples of how various components of the
economy impact the Company and its subsidiaries.
Key Personnel
The success of the Company and its significant subsidiaries is largely
dependent upon certain key management personnel. Recruiting, motivating and
retaining qualified management personnel, particularly those with expertise in
the railroad and mutual fund industries, are vital to the Company's operations
and ultimate success. There is substantial competition for qualified
management personnel and there can be no assurance that the Company and its
subsidiaries will be able to attract or retain qualified personnel. The loss
of key personnel or the failure to hire qualified personnel could adversely
affect the Company.
[PAGE 2]
Regulation
The Company and its subsidiaries are subject to various types of regulation.
KCSR's operations fall within the jurisdiction of a number of government
agencies, including the Surface Transportation Board of the U.S. Department of
Transportation, various state regulatory agencies, and the Occupational Safety
and Health Administration. Additionally, the Company is subject to various
laws and certain legislation including, among others, the Federal
Comprehensive Environmental Response, Compensation and Liability Act, The
Toxic Substances Control Act, and The Hazardous Materials Transportation Act.
The Financial Asset Management businesses are subject to a variety of
regulatory requirements including, but not limited to, the U. S. Securities
and Exchange Commission rules and regulations, individual state Blue Sky laws,
and the guidelines set forth by the National Association of Securities
Dealers, among others. Material noncompliance by the Company or its
subsidiaries with these various statutory and regulatory requirements, or
adverse changes in existing regulations, could result in a material adverse
effect to the Company, including limitations on its operating activities until
compliance with applicable requirements is completed.
Results of and Market for Investments Held for Operating Purposes
The Company holds investments in unconsolidated affiliates and certain other
investments. Unfavorable results reported by unconsolidated affiliates could
have a material adverse effect on the earnings and financial position of the
Company. Additionally, no assurances can be given that a favorable market
will exist for any of the Company's investments, and therefore such
investments could potentially become impaired.
Change of Control Considerations
The Company has adopted a Stockholder Rights Plan which, under certain
circumstances, would significantly dilute the interest in the Company of
persons seeking to acquire control of the Company without prior approval from
the KCSI Board of Directors ("Board"). Also, there exists an agreement
between KCSI and Janus minority owners which contains provisions that could
require the Company, under a "change of ownership" of the Company, to sell its
Janus stock to the minority stockholders or to purchase Janus stock from such
holders. Similarly, DST Systems, Inc. ("DST"), an unconsolidated affiliate of
the Company, has a Stockholders' Rights Agreement containing provisions which,
upon a "change in control" of KCSI (as defined therein), could result in
substantial dilution of the Company's interest in DST. These agreements could
affect a potential change in control of the Company. There can be no
assurances that an attempt to gain control of the Company without prior
approval of the KCSI Board could be prevented.
Acquisitions
The Company from time to time may acquire assets or businesses. There can be
no assurance that the Company will be able to successfully and economically
negotiate, finance or integrate such acquired assets or businesses.
Additionally, no assurances can be given that a particular acquisition, if
consummated, would be beneficial to the Company.
[PAGE 3]
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
Capital Requirements
The ability to construct and maintain the railroad roadbed and right of way in
order to provide safe and efficient transportation service is important to
KCSR's ongoing viability as a rail carrier. Additionally, the acquisition of
new equipment (e.g., locomotives, freight cars, etc.), as well as
rehabilitation of older equipment, is capital intensive. While the Company
generally has had available a variety of sources, including internally
generated funds, to finance such expenditures and acquisitions, the
availability of such capital is heavily dependent upon prevailing market
conditions and the Company's and KCSR's existing capital structure. No
assurances can be given that financing alternatives (or internally generated
cash flow) will continue to be available at favorable rates or with covenants
that are not more restrictive than the Company's current debt covenants.
Labor
Employees represented by collective bargaining organizations comprise
approximately 85% of KCSR's workforce. Periodically, the collective
bargaining agreements with the various unions become eligible for
renegotiation. Until new agreements are in place, the possibility of a work
stoppage exists. No assurances can be given that costly work stoppages will
be avoided or that negotiated collective bargaining agreements will be
favorable to the Company.
Environmental Matters
KCSR is subject to extensive regulation under environmental protection laws
(see "Regulation" above) concerning, among other things, discharges to waters
and the generation, handling, storage, transportation and disposal of waste
and other materials where environmental risks are inherent. Noncompliance
with the requirements imposed by the environmental legislation could
significantly impair KCSR's competitive capabilities and potentially result in
a material adverse effect to the Company.
Competition
KCSR encounters significant competition from other railroad carriers, the
trucking industry and, to a lesser extent, barge traffic. Consolidation
within the rail industry (e.g., Burlington Northern, Inc./Santa Fe Pacific
Corporation, Union Pacific Railroad/Chicago and North Western Transportation
Company, Union Pacific Railroad/Southern Pacific Railroad, etc.) has increased
competitive pressure on KCSR and could result in decreased revenues over time.
Similarly, competition from truck carriers could continue to erode the
railroad industry's share of total transportation revenues. No assurances can
be given that KCSR will be able to continue to offer transportation service
which is competitive with alternate forms of product movement.
[PAGE 4]
Availability of Parts and Other Supplies (Fuel)
Most of the parts and other supplies for KCSR's roadway and equipment are
available from a number of different suppliers; however, the price paid for
certain items (such as fuel) varies with economic climate, prevailing market
conditions and availability, among other things. There can be no assurance
that fuel, parts and other supplies will be available at prices that are
beneficial to the Company's profit margin and net income.
Coal
While KCSR transports many types of products for numerous customers, its coal
revenues are dependent on a fewer number of significant customers. In 1995,
two coal customers comprised approximately 88% of total coal revenues
generated by KCSR. The loss of a significant coal customer could result in a
material adverse effect on the Company.
Weather
Changes in the weather impact both KCSR and its customers. For example, in
1993, significant flooding in the Midwest region of the U.S. hampered many of
KCSR's interchange partners in the Kansas City gateway, resulting in
congestion, rerouting of traffic and delays of commodity movements.
Alternatively, customers served by KCSR may be hindered by the weather, such
as when unfavorable weather conditions for farmers result in a poor harvest,
thereby reducing the number of hauls needed to move the grain. Unfavorable
weather conditions for KCSR and/or its customers could have a material adverse
effect on the Company.
FINANCIAL ASSET MANAGEMENT
Changes in Capital Markets
Assets under management generally increase or decrease in relation to movement
in the world's securities markets, particularly U.S. equity markets.
Additionally, fluctuations in interest rates, U.S. and global economic
indicators and statistics, changes in tax and retirement legislation, as well
as other political, economic and psychological factors, influence investors.
Significant downturns in securities markets or changes in such other factors,
including investor attitudes with respect to such factors, which result in
withdrawal or depreciation in asset values, could adversely affect the Company
by reducing the base upon which Janus and Berger revenues are earned.
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[PAGE 5]
Marketing and Distribution Channels
Growth of mutual fund and other investment advisory assets is dependent on the
availability of effective and efficient marketing and distribution channels.
Favorable investment performance will increase assets under management, but
gaining new investors, retaining existing investors and increasing their
investment, while holding down redemptions, are also critical. Marketing
efforts include television, radio and print media advertisements, brochures,
sponsorships, trade shows, public relations, and institutional marketing
representatives. Distribution channels include direct-to-investor sales of no
load and load funds, mutual fund supermarkets and alliances with third party
administrators, retirement plans, variable annuities, and separate offshore
accounts. No assurances can be given that marketing efforts or distribution
channels will be effective in attracting and retaining investors and
investment assets, or that current or future distribution channels will be
economically beneficial.
Competition
The Company's Financial Asset Management businesses compete with other mutual
funds and investment advisors, as well as alternative investment vehicles.
Investors focus on market performance, published fund recommendations,
investment category rankings and services offered. As a result, assets under
management could significantly increase or decrease based upon the performance
of the Company's mutual funds (and other investment products managed by Janus
and Berger) and/or perceptions of the Company's Financial Asset Management
businesses as compared to competitors. Assets could also be unfavorably
affected due to a trend away from managed investing in securities.
MISCELLANEOUS
In addition to the factors discussed above, there may be other factors that
could cause actual results to differ materially from those indicated in the
forward-looking comments. Other factors include, but are not limited to,
changes in management strategies and objectives; changes in lines of business;
material litigation involving the Company and/or its subsidiaries; and changes
in the political, regulatory or economic environments in the United States
and/or international countries where the Company currently operates or may
operate in the future.
