KANSAS CITY SOUTHERN Item 1.01 Entry into a Material Definitive Agreement.
At the Second Effective Time,
The foregoing descriptions of the Supplemental Indentures and Assumption
Agreement are not complete and are qualified in their entirety by reference to
such Supplemental Indentures or Assumption Agreement, as applicable, copies of
which will be filed with the
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Item 2.01 Completion of Acquisition or Disposition of Assets.
At the Effective Time, (i) each share of common stock, par value
Each option to purchase shares of KCS Common Stock ("KCS Stock Option"), whether vested or unvested, that was outstanding as of immediately prior to the Effective Time, at the Effective Time, became fully vested and was converted into the right to receive an amount of cash equal to (i) the excess, if any of (A) the value of the Merger Consideration over (B) the per share exercise price of such option multiplied by (ii) the total number of shares of KCS Common Stock subject to such KCS Stock Option as of immediately prior to the Effective Time, less applicable tax withholding.
Each award of shares of KCS Common Stock granted subject to any vesting,
forfeiture or other lapse restrictions ("KCS Restricted Share Award") that was
outstanding as of immediately prior to the Effective Time and was granted prior
to
Each KCS Restricted Share Award that is outstanding as of immediately prior to
the Effective Time and was granted on or after
Each award of performance shares that corresponds to shares of KCS Common Stock ("KCS Performance Share Award") that is outstanding as of immediately prior to the Effective Time was, at the Effective Time, converted into an award that entitles the holder thereof, upon vesting, to receive an amount in cash equal to the value of the Merger Consideration multiplied by 200% of the target number of shares of KCS Common Stock covered by the KCS Performance Share Award as of . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
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(the "SEC") a Notification of Removal from Listing and/or Registration on Form
25 to delist the KCS Common Stock and the KCS Preferred Stock from the NYSE and
deregister the KCS Common Stock and the KCS Preferred Stock under Section 12(b)
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), on
The information set forth in Items 2.01 and 8.01 of this report is incorporated in this Item 3.01 by reference.
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, each holder of KCS Common Stock and KCS Preferred Stock
issued and outstanding immediately prior to the Effective Time ceased to have
any rights as a shareholder of
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this report is incorporated by reference in this Item 3.03.
Item 5.01 Changes in Control of Registrant.
At the Effective Time, a change in control of
The information set forth in Item 2.01 of this report is incorporated in this Item 5.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
By virtue of the Transaction, all of the directors of Surviving Merger Sub as of
immediately prior to the Second Effective Time ceased to be directors on the
board of directors of Surviving Merger Sub and any and all committees thereof,
effective as of the Second Effective Time. From and after the Second Effective
Time, the directors and officers of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Upon the Second Effective Time, the certificate of incorporation and bylaws of
Surviving Merger Sub, as in effect immediately prior to the Second Effective
Time (amended, in each case, so that the name of the
The information set forth in Item 2.01 of this report is incorporated in this Item 5.03 by reference.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofSeptember 15, 2021 , by and amongKansas City Southern ,Canadian Pacific Railroad Limited , Cygnus Merger Sub 1 Corporation and Cygnus Merger Sub 2 Corporation (incorporated by reference to Exhibit 2.1 to KCS's Current Report on Form 8-K filedSeptember 15, 2021 )* 3.1 Amended and Restated Certificate of Incorporation ofKansas City Southern , datedDecember 14, 2021 3.2 Amended and Restated Bylaws ofKansas City Southern , datedDecember 14, 2021 99.1 Press Release ofKansas City Southern , datedDecember 14, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
the omitted schedules upon request by the
Commission; provided, that
treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended, for any schedules so furnished.
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