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):
April 20, 1998
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
On April 20, 1998, Kansas City Southern Industries, Inc. ("Company"), through
its indirect wholly-owned subsidiary FAM UK Limited ("FAM UK"), completed the
acquisition of 80% of Nelson Money Managers PLC ("Nelson"), a United Kingdom
based investment management company. Nelson offers investment planning and
management services to private investors, and currently manages approximately
$1.0 billion of assets.
The acquisition was consummated through a combination of cash, Company stock
and notes payable. The Company's investment in Nelson is not material to the
Company's financial position and Nelson's revenues and earnings are not
material to the Company's results of operation. The Company will consolidate
Nelson as a subsidiary of FAM UK, which is a wholly-owned subsidiary of FAM
Holdings, Inc. ("FAM Holdings"). FAM Holdings is a wholly-owned subsidiary of
the Company and is reported in the Company's Financial Asset Management
segment.
Item 9. Sales of Equity Securities Pursuant to Regulation S
On April 20, 1998, the Company issued 67,177 shares (the "Shares") of its
common stock, par value $.01 per share, in exchange for 1,906,624 shares of
FAM UK. The FAM UK shares had previously been issued as part of the
consideration for the acquisition of a total of 2,190,201 ordinary shares of
10 pence each in the capital of Nelson. This issuance of Company shares for
FAM UK shares, together with the payment of cash and issuance of notes payable,
completed the acquisition of 80% of Nelson.
The Company issued its Shares without registration in reliance upon
Regulation S under the Securities Act of 1933, as amended (the "Act"), based
upon, among other things, the following factors: (i) Nelson and FAM UK are
United Kingdom-based companies with no United States operations; (ii) the
Shares were issued in an "offshore transaction" (as defined in Regulation S);
(iii) no "directed selling efforts" (as defined in Regulation S) were made in
the United States; (iv) certain "offering restrictions" (as defined in
Regulation S) are being implemented during a one year distribution compliance
period under Regulation S; (v) representations by each of the Nelson Directors
and other shareholders that
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they are not a "U.S. person" (as defined in Regulation S), that they were
not acquiring the Shares for the account or benefit of a U.S. person, and that
they will resell the Shares only in accordance with the provisions of
Regulation S, pursuant to registration under the Act, or pursuant to an
available exemption from registration, and will not engage in hedging
transactions with regard to the Shares unless in compliance with the Act; and
(vi) the Company is required to refuse to register any
transfer of the Shares not made in accordance with the provisions of
Regulation S or pursuant to the registration requirements or exemptive
provisions under the Act. In addition, prior to the issuance of shares, the
Company made available to the Nelson shareholders, along with other
information, the most recent public filings of the Company under the Securities
Exchange Act of 1934.
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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 under-
signed hereunto duly authorized.
Kansas City Southern Industries, Inc.
Date: May 4, 1998 By: /s/ Joseph D. Monello
Joseph D. Monello
Vice President and Chief Financial Officer
(Principal Financial Officer)
