SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 3, 1997
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)
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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") filed a Current Report on Form 8-K
dated November 12, 1996 (File No. 1-4717), which listed cautionary
statements identifying significant factors that could cause the Company's
actual operating results to materially differ from those projected in any
forward-looking statements, whether oral or written, made by, or on behalf
of, the Company. This Amendment expands certain of those cautionary
statements to reflect changes in the Company's business as included in an
exhibit hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
(99) Additional Exhibits
99.1 An update of certain cautionary statements for
purposes of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 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 Industries, Inc.
Date: June 3, 1997 By: /s/ Louis G. Van Horn
Louis G. Van Horn
Vice President and Comptroller
(Principal Accounting Officer)
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EXHIBIT 99.1
All information provided under Item 7 (c), Exhibit 99.1, remains unchanged
from the Current Report on Form 8-K dated November 12, 1996 (File No. 1-4717),
except for the specific paragraphs and sections within this Form 8-K/A as
provided below.
AN UPDATE OF 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 when such statements are accompanied by
meaningful cautionary 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 and press releases made by the
Company, or may be made orally 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 detailed in the Company's Current Report on
Form 8-K dated November 12, 1996 (File No. 1-4717), which is hereby
incorporated by reference, together with those delineated below. Persons
evaluating such forward-looking comments should carefully consider these
factors, and any amendments or supplements hereto, in addition to the other
information contained in the Company's public documents.
GENERAL BUSINESS
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. Further, one significant equity investment, Grupo Transportacion
Ferroviaria Mexicana, S.A. de C.V. ("Grupo TFM," formerly Transportacion
Ferroviaria Mexicana, S. de R.L. de C.V.), operates primarily in Mexico. The
investment in Grupo TFM has certain risks associated with operating in Mexico,
including, among others, foreign currency exchange, cultural differences,
varying labor and operating practices, political risk, and differences between
the U.S. and Mexican economies. There can be no assurances that the various
risks associated with operating in Mexico can be effectively and economically
mitigated by Grupo TFM. Additionally, no assurances can be given that a
favorable market will exist for any of the Company's investments, and
therefore the value of these investments could potentially become impaired.
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Change of Control Considerations
The agreements that follow could affect a potential change in control of the
Company and/or its ownership interest in significant subsidiaries and
affiliates:
i) 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");
ii) An agreement between KCSI and Janus minority owners 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;
iii) 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;
iv) The Company is party to certain agreements with Transportacion Maritima
Mexicana, S.A. de C.V. ("TMM") covering the Grupo TFM and Mexrail, Inc.
("Mexrail") joint ventures. These agreements contain "change of
control" provisions, provisions intended to preserve the Company's and
TMM's proportionate ownership of the ventures, and super majority
provisions with respect to voting on certain significant transactions.
Additionally, the agreements also provide a right of first refusal in
the event that either party initiates a divestiture of its equity
interest in Grupo TFM or Mexrail.
There can be no assurances that an attempt to gain control of the Company
without prior approval of the KCSI Board could be prevented nor that current
ownership interests in certain subsidiaries and affiliates could be maintained
upon a change of control.
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, objectives and business approaches; 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, Mexico and other countries where the
Company or its unconsolidated affiliates currently operate or may operate in
the future.
