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401(k) Plan [Amended and Restated] [2002]
401(k) Plan [Amended and Restated] [2002] (189K)
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GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
TABLE OF CONTENTS
-----------------
PAGE
----
ALPHABETICAL LIST OF DEFINITIONS...............................................v
ARTICLE I. DEFINITIONS........................................................1
1.01 "Plan"..............................................................1
1.02 "Employer"..........................................................1
1.03 "Trustee"...........................................................1
1.04 "Plan Administrator"................................................1
1.05 "Advisory Committee"................................................1
1.06 "Employee"..........................................................2
1.07 "Highly Compensated Employee".......................................3
1.08 "Participant".......................................................3
1.09 "Beneficiary".......................................................3
1.10 "Compensation"......................................................3
1.11 "Account"...........................................................5
1.12 "Accrued Benefit"...................................................5
1.13 "Nonforfeitable"....................................................5
1.14 "Plan Year".........................................................5
1.15 "Effective Date"....................................................5
1.16 "Plan Entry Date"...................................................5
1.17 "Accounting Date"...................................................5
1.18 "Trust".............................................................5
1.19 "Trust Fund"........................................................5
1.20 "Nontransferable Annuity"...........................................5
1.21 "ERISA".............................................................5
1.22 "Code"..............................................................5
1.23 "Service"...........................................................5
1.24 "Hour of Service"...................................................6
1.25 "Disability"........................................................7
1.26 SERVICE FOR PREDECESSOR EMPLOYER....................................7
1.27 RELATED EMPLOYERS...................................................7
1.28 LEASED EMPLOYEES....................................................7
1.29 PLAN MAINTAINED BY MORE THAN ONE EMPLOYER...........................8
ARTICLE II. EMPLOYEE PARTICIPANTS.............................................8
2.01 ELIGIBILITY.........................................................8
2.02 YEAR OF SERVICE - PARTICIPATION.....................................9
2.03 BREAK IN SERVICE - PARTICIPATION....................................9
2.04 PARTICIPATION UPON REEMPLOYMENT....................................11
{PAGE}
ARTICLE III. EMPLOYER CONTRIBUTIONS AND FORFEITURES...........................9
3.01 AMOUNT..............................................................9
3.02 DETERMINATION OF CONTRIBUTION......................................10
3.03 TIME OF PAYMENT OF CONTRIBUTION....................................10
3.04 CONTRIBUTION ALLOCATION............................................11
3.05 FORFEITURE ALLOCATION..............................................12
3.06 ACCRUAL OF BENEFIT.................................................12
3.07 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS...............12
3.08 DEFINITIONS - ARTICLE III..........................................13
ARTICLE IV. PARTICIPANT CONTRIBUTIONS........................................15
4.01 PARTICIPANT VOLUNTARY CONTRIBUTIONS................................15
4.02 PARTICIPANT VOLUNTARY CONTRIBUTIONS - SPECIAL
DISCRIMINATION TEST (Reserved).....................................15
4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS.................................15
ARTICLE V. TERMINATION OF SERVICE - PARTICIPANT VESTING......................16
5.01 NORMAL RETIREMENT AGE..............................................16
5.02 PARTICIPANT DISABILITY OR DEATH....................................16
5.03 VESTING SCHEDULE...................................................16
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT........................16
5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT...............................16
5.06 YEAR OF SERVICE - VESTING..........................................16
5.07 BREAK IN SERVICE - VESTING.........................................16
5.08 INCLUDED YEARS OF SERVICE - VESTING................................16
5.09 FORFEITURE OCCURS..................................................16
ARTICLE VI. TIME AND METHOD OF PAYMENT OF BENEFITS...........................16
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.................................16
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT...............................19
6.03 BENEFIT PAYMENT ELECTIONS..........................................21
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES........24
6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.............24
6.06 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY...................24
6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS......................24
ARTICLE VII. EMPLOYER ADMINISTRATIVE PROVISIONS..............................25
7.01 INFORMATION TO COMMITTEE...........................................25
7.02 NO LIABILITY.......................................................25
7.03 INDEMNITY OF COMMITTEE.............................................25
7.04 EMPLOYER DIRECTION OF INVESTMENT...................................26
7.05 AMENDMENT TO VESTING SCHEDULE......................................26
{PAGE}
ARTICLE VIII. PARTICIPANT ADMINISTRATIVE PROVISIONS..........................32
8.01 BENEFICIARY DESIGNATION............................................26
8.02 NO BENEFICIARY DESIGNATION.........................................27
8.03 PERSONAL DATA TO COMMITTEE.........................................27
8.04 ADDRESS FOR NOTIFICATION...........................................27
8.05 ASSIGNMENT OR ALIENATION...........................................27
8.06 NOTICE OF CHANGE IN TERMS..........................................28
8.07 LITIGATION AGAINST THE TRUST.......................................28
8.08 INFORMATION AVAILABLE..............................................28
8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS............................28
8.10 PARTICIPANT DIRECTION OF INVESTMENT................................29
8.11 PARTICIPANT VOTING RIGHTS - EMPLOYER STOCK.........................29
ARTICLE IX.ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANT'S ACCOUNTS...................................................30
9.01 MEMBERS' COMPENSATION, EXPENSES....................................30
9.02 TERM...............................................................31
9.03 POWERS.............................................................31
9.04 GENERAL............................................................31
9.05 FUNDING POLICY.....................................................32
9.06 MANNER OF ACTION...................................................32
9.07 AUTHORIZED REPRESENTATIVE..........................................32
9.08 INTERESTED MEMBER .................................................32
9.09 INDIVIDUAL ACCOUNTS................................................32
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT.............................33
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.............33
9.12 INDIVIDUAL STATEMENT...............................................33
9.13 ACCOUNT CHARGED....................................................34
9.14 UNCLAIMED ACCOUNT PROCEDURE........................................34
9.15 INVESTMENT MANAGER.................................................35
9.16 BLACK-OUT PERIOD...................................................35
9.17 ELECTRONIC ELECTIONS...............................................35
ARTICLE X. [RESERVED].........................................................35
ARTICLE XI. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION.........................35
11.01 EXCLUSIVE BENEFIT..................................................35
11.02 AMENDMENT BY EMPLOYER..............................................36
11.03 DISCONTINUANCE.....................................................36
11.04 FULL VESTING ON TERMINATION........................................37
11.05 MERGER/DIRECT TRANSFER.............................................37
11.06 TERMINATION........................................................38
ARTICLE XII. PROVISIONS RELATING TO THE CODE SECTION 401(k) ARRANGEMENT.......38
12.01 CODE SECTION 401(k) ARRANGEMENT....................................38
12.02 DEFINITIONS........................................................39
12.03 ANNUAL ELECTIVE DEFERRAL LIMITATION................................41
{PAGE}
12.04 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST............................42
12.05 CATCH-UP CONTRIBUTIONS.............................................42
ARTICLE XIII. MISCELLANEOUS...................................................46
13.01 EVIDENCE...........................................................46
13.02 NO RESPONSIBILITY FOR EMPLOYER ACTION..............................46
13.03 FIDUCIARIES NOT INSURERS...........................................47
13.04 WAIVER OF NOTICE...................................................47
13.05 SUCCESSORS.........................................................47
13.06 WORD USAGE.........................................................47
13.07 STATE LAW..........................................................47
13.08 EMPLOYMENT NOT GUARANTEED..........................................47
ARTICLE XIV. PROVISIONS RELATING TO INSURANCE AND INSURANCE
COMPANY [Reserved].......................................................47
EXHIBIT A......................................................................
{PAGE}
ALPHABETICAL LISTING OF DEFINITIONS
Section Reference
Plan Definition (Page Number)
Account .................................................................1.11(5)
Accounting Date .........................................................1.17(5)
Accrued Benefit .........................................................1.12(5)
Advisory Committee ......................................................1.05(1)
Annual Addition .....................................................3.08(a)(13)
Annuity Starting Date ..................................................6.01(17)
Beneficiary .............................................................1.09(3)
Break in Service for Eligibility Purposes ...............................2.03(9)
Break in Service for Vesting Purposes ..................................5.07(16)
Cash-Out Distribution ..................................................5.04(16)
Catch-up Contributions Subaccount.......................................3.04(11)
Code ....................................................................1.22(5)
Code Section 411 (d)(6) Protected Benefits ............................11.02(36)
Compensation ............................................................1.10(3)
Compensation for Code Section 415 Purposes ..........................3.08(b)(14)
Deferral Contributions.................................................12.01(39)
Deferral Contributions Account ........................................3.04 (11)
Defined Contribution Plan ...........................................3.08(g)(15)
Defined Benefit Plan ................................................3.08(h)(15)
Disability ..............................................................1.25(7)
Effective Date ..........................................................1.15(5)
Elective Transfer .....................................................11.05(37)
Employee ................................................................1.06(2)
Employer ................................................................1.02(1)
Employer for Code Section 415 Purposes ..............................3.08(d)(14)
Employment Commencement Date ............................................2.01(8)
ERISA ...................................................................1.21(5)
Excess Amount .......................................................3.08(e)(14)
Hardship ...............................................6.01(A)(17); 6.03(B)(22)
Highly Compensated Employee .............................................1.07(2)
Hour of Service .........................................................1.24(6)
Investment Manager ..................................................9.04(i)(31)
KCSR.....................................................................1.02(1)
Leased Employees.........................................................1.28(7)
Limitation Year .....................................................3.08(f)(14)
Loan Policy ............................................................9.04(32)
Maximum Permissible Amount ..........................................3.08(c)(14)
{PAGE}
Section Reference
Plan Definition (Page Number)
Minimum Distribution Incidental Benefit (MDIB) . ....................6.02(A)(20)
Nonforfeitable ..........................................................1.13(5)
Nontransferable Annuity .................................................1.20(5)
Normal Retirement Age ..................................................5.01(16)
Participant Voluntary Contributions ....................................4.01(15)
Participant Forfeiture .................................................3.05(12)
Participant .............................................................1.08(3)
Participating Employer...................................................1.02(1)
Plan ....................................................................1.01(1)
Plan Entry Date .........................................................1.16(5)
Plan Administrator ......................................................1.04(1)
Plan Year ...............................................................1.14(5)
Predecessor Employer ....................................................1.26(7)
Qualified Domestic Relations Order .....................................6.07(24)
Related Employers .......................................................1.27(7)
Required Beginning Date .............................................6.01(B)(17)
Rollover Contributions .................................................4.03(15)
Separation from Service .................................................1.23(5)
Service .................................................................1.23(5)
Sponsor..................................................................1.02(1)
Trust Fund ..............................................................1.19(5)
Trust ...................................................................1.18(5)
Trustee .................................................................1.03(1)
Year of Service for Eligibility Purposes ................................2.02(9)
Year of Service for Vesting Purposes ...................................5.06(16)
* * * * * * * * * * *
{PAGE}
GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
The Gateway Western Railway established the Gateway Western Railway Union
401(k) Plan (the "Plan"), effective as of July 1, 1997. The Plan was originally
adopted as a prototype plan. Effective October 1, 2001, Gateway Western Railway
was merged into Kansas City Southern Railway Company ("KCSR") and KCSR became
the Sponsor of the Plan. KCSR is a wholly-owned subsidiary of Kansas City
Southern ("KCS"), known as Kansas City Southern Industries, Inc. prior to May 2,
2002.
The Plan, as amended and restated herein, contains amendments that are
effective as of January 1, 2002, to reflect certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment and
restatement is intended as good faith compliance with the requirements of EGTRRA
and plan provisions should be construed in accordance with EGTRRA and guidance
issued thereunder.
Effective as of April 1, 2002, KCSR appointed a new Trustee and entered
into a service agreement with a new recordkeeper. In order to facilitate the
change to the new recordkeeper and Trustee, the Advisory Committee imposed a
black-out period, as defined in Section 9.16, effective as of March 31, 2002 and
continuing until the Advisory Committee, in its sole discretion, deems it no
longer necessary to impose such a black-out period.
Except as otherwise provided, the provisions of this Plan, as hereby
amended and restated, shall be effective as of April 1, 2002 (the "Effective
Date"). The provisions of this amended and restated Plan shall apply to an
Employee who is employed by an Employer on or after the Effective Date. If a
Participant terminated employment from his last Employer prior to the Effective
Date, the benefits to which he is entitled shall be determined under the terms
of the Plan as in effect on the date of the Employee's termination of
employment, unless otherwise indicated.
ARTICLE I
DEFINITIONS
1.01 "Plan" means the retirement plan established and continued by the
Employer as set forth herein, designated as the "Gateway Western Railway Union
401(k) Plan."
1.02 "Employer" means The Kansas City Southern Railway Company ("KCSR" or
the "Sponsor") or any other employer (a "Participating Employer") who with the
written consent of KCSR adopts this Plan.
1.03 "Trustee" means Nationwide Trust Company, FSB, or any successor in
office who in writing accepts the position of Trustee.
1.04 "Plan Administrator" is The Kansas City Southern Railway Company
unless KCSR designates another person to hold the position of Plan
Administrator. In addition to its other duties, the Plan Administrator has full
responsibility for compliance with the reporting and disclosure rules under
ERISA as respects this Plan.
1.05 "Advisory Committee" means the Sponsor's Advisory Committee as from
time to time constituted.
1.06 "Employee" means any employee of an Employer who is covered by a
collective bargaining agreement between Kansas City Southern Railway Company and
one of the labor unions listed in Exhibit A attached hereto and made a part
hereof which provides for the coverage of such employee by this Plan, excluding
any Leased Employee, and excluding any individual who performs services for an
Employer and (i) is working in a classification described as an independent
contractor (even if such person is subsequently determined to be a common-law
employee of the Employer), (ii) is paid, directly or indirectly, through an
Employer's accounts payable system, or (iii) performs such services pursuant to
a contract or agreement which provides that the person is an independent
contractor or consultant (even if such person is subsequently determined to be a
common-law employee of the Employer).
1.07 "Highly Compensated Employee" means any individual who (i) is an
Employee described in subsection (a) or (b) below, or (ii) is a former Employee
described below:
(a) An Employee who at any time during the current Plan Year or the
preceding Plan Year is a more than five percent (5%) owner (or is
considered as owning more than five percent (5%) within the meaning of
Section 318 of the Code) ("5% Owner") of the Employer;
(b) An Employee who (i) received Compensation during the preceding
Plan Year in excess of $80,000 (in 1996, as adjusted in accordance with
regulations and rulings under Section 414(q) of the Code), and (ii) if the
Advisory Committee elects by amendment of the Plan to apply this clause
(ii) to determine the Highly Compensated Employees for a Plan Year, for
this Plan and, except as otherwise permitted, consistently for all plans of
the Employer whose plan years begin in the same calendar year as such
preceding Plan Year, is in the group consisting of the top twenty percent
(20%) of the total number of persons employed by the Employer when ranked
on the basis of Compensation paid during the preceding Plan Year, provided
that, for purposes of determining the total number of persons employed by
the Employer, the following Employees shall be excluded:
(1) Employees who have not completed an aggregate of six (6)
months of service during the preceding Plan Year,
(2) Employees who work less than seventeen and one-half (17 1/2)
hours per week for 50% or more of the total weeks worked by such
employees during the preceding Plan Year,
(3) Employees who normally work during not more than six (6)
months during any year,
(4) Employees who have not attained age 21 by the end of the
preceding Plan Year,
(5) Employees who are nonresident aliens and who receive no
earned income (within the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income during the preceding Plan
Year from sources within the United States (within the meaning of
Section 861(a)(3) of the Code), and
(6) Except to the extent provided in regulations prescribed by
the Secretary of the Treasury, Employees who are members of a
collective bargaining unit represented by a collective bargaining
agent with which an Employer has or has had a bargaining agreement.
For purposes of this Section 1.07, "Compensation" means Compensation as
defined in Section 1.10 and Compensation must include Elective Contributions.
The Advisory Committee must make the determination of who is a Highly
Compensated Employee, including the determinations of the number and identity of
the top paid 20% group and the relevant Compensation, consistent with Code
Section 414(q) and regulations issued under that Code section. The Employer may
make a calendar year election to determine the Highly Compensated Employees for
the Plan Year, as prescribed by Treasury regulations. Except as otherwise
permitted, a calendar year election must apply to all plans and arrangements of
the Employer.
The term "Highly Compensated Employee" also includes any former Employee
who separated from Service (or has a deemed Separation from Service, as
determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after his
55th birthday.
1.08 "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.
1.09 "Beneficiary" is a person designated by a Participant who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes entitled
to a benefit under the Plan remains a beneficiary under the Plan until the
Trustee has fully distributed his benefit to him. A Beneficiary's right to (and
the Plan Administrator's, the Advisory Committee's or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.
1.10 "Compensation" means the Participant's wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the Plan
(including, but not limited to, overtime pay, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips and bonuses). Compensation includes Elective
Contributions made by the Employer on the Employee's behalf. "Elective
Contributions" are amounts excludible from the Employee's gross income under
Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by the Employer,
at the Employee's election, to a Code Section 401(k) arrangement, a simplified
employee pension, cafeteria plan or tax-sheltered annuity. A Compensation
payment includes Compensation paid by the Employer to an Employee through
another person under the common paymaster provisions of Code Sections 3121(s)
and 3306(p). The term "Compensation" does not include:
(a) Employer contributions (other than "elective contributions") to a
plan of deferred compensation to the extent the contributions are not
included in the gross income of the Employee for the taxable year in which
contributed, on behalf of an Employee to a Simplified Employee Pension Plan
to the extent such contributions are excludible from the Employee's gross
income, and any distributions from a plan of deferred compensation,
regardless of whether such amounts are includible in the gross income of
the Employee when distributed.
(b) Amounts realized from the exercise of a nonqualified stock option,
or when restricted stock (or property) held by an Employee either becomes
freely transferable or is no longer subject to a substantial risk of
forfeiture.
(c) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option.
(d) Other amounts which receive special tax benefits, such as premiums
for group term life insurance (but only to the extent that the premiums are
not includible in the gross income of the Employee), or contributions made
by an Employer (whether or not under a salary reduction agreement) towards
the purchase of an annuity contract described in Code Section 403(b)
(whether or not the contributions are excludible from the gross income of
the Employee), other than "elective contributions".
(e) Employee expense reimbursements, director's fees and payments made
by the Employer for group insurance, hospitalization and like benefits and
contributions made by the Employer under any other employee benefit plan it
maintains.
Any reference in this Plan to Compensation is a reference to the definition
in this Section 1.10, unless the Plan reference specifies a modification to this
definition. The Advisory Committee will take into account only Compensation
actually paid for the relevant period.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, effective
January 1, 2002, the annual Compensation of each Employee taken into account
under the Plan shall not exceed the EGTRRA annual compensation limit. The EGTRRA
annual compensation limit is $200,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with Code Section 401(a)(17)(B).
The cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the EGTRRA annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.
Effective January 1, 2002, any reference in this Plan to the limitation
under Code Section 401(a)(17) shall mean the EGTRRA annual compensation limit
set forth in this provision.
NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.10 except any exclusions from
Compensation other than the exclusions described in paragraphs (a), (b), (c) and
(d), unless the Employer elects to use an alternate nondiscriminatory
358139
|
Kansas City
As referenced in this 401(k) Plan [Amended and Restated] [2002]:
Kansas City Southern – 401(k) Plan (the "Plan"), effective as of July 1, 1997. The Plan was originally
adopted as a prototype plan. Effective October 1, 2001, Gateway Western Railway
was merged into Kansas City Southern Railway Company ("KCSR") and KCSR became
the Sponsor of the Plan. KCSR is a wholly-owned subsidiary of Kansas City
Southern ("KCS"), known as Kansas City Southern Industries, Inc.
_____________
Kansas City
Southern – October 1, 2001, Gateway Western Railway
was merged into Kansas City Southern Railway Company ("KCSR") and KCSR became
the Sponsor of the Plan. KCSR is a wholly-owned subsidiary of Kansas City
Southern ("KCS"), known as Kansas City Southern Industries, Inc. prior to May 2,
2002.
The Plan, as amended and restated herein, contains amendments that are
effective as of January 1,
_____________
Kansas City Southern – was merged into Kansas City Southern Railway Company ("KCSR") and KCSR became
the Sponsor of the Plan. KCSR is a wholly-owned subsidiary of Kansas City
Southern ("KCS"), known as Kansas City Southern Industries, Inc. prior to May 2,
2002.
The Plan, as amended and restated herein, contains amendments that are
effective as of January 1, 2002, to reflect certain provisions of the
_____________
Kansas City Southern – Plan" means the retirement plan established and continued by the
Employer as set forth herein, designated as the "Gateway Western Railway Union
401(k) Plan."
1.02 "Employer" means The Kansas City Southern Railway Company ("KCSR" or
the "Sponsor") or any other employer (a "Participating Employer") who with the
written consent of KCSR adopts this Plan.
1.03 "Trustee" means Nationwide Trust
_____________
Kansas City Southern – adopts this Plan.
1.03 "Trustee" means Nationwide Trust Company, FSB, or any successor in
office who in writing accepts the position of Trustee.
1.04 "Plan Administrator" is The Kansas City Southern Railway Company
unless KCSR designates another person to hold the position of Plan
Administrator. In addition to its other duties, the Plan Administrator has full
responsibility for compliance with
_____________
dt 1364275
;
Gateway Western
As referenced in this 401(k) Plan [Amended and Restated] [2002]:
GATEWAY WESTERN RAILWAY UNION
– {DOCUMENT}
{TYPE}EX-4
{SEQUENCE}4
{FILENAME}form_s-8ex4gateway.txt
{DESCRIPTION}EXH. 4.5 GATEWAY 401(K)
{TEXT}
GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
{PAGE}
GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
TABLE OF CONTENTS
-----------------
PAGE
----
_____________
GATEWAY WESTERN RAILWAY UNION
– 4
{SEQUENCE}4
{FILENAME}form_s-8ex4gateway.txt
{DESCRIPTION}EXH. 4.5 GATEWAY 401(K)
{TEXT}
GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
{PAGE}
GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
TABLE OF CONTENTS
-----------------
PAGE
----
ALPHABETICAL LIST OF DEFINITIONS...............................................v
ARTICLE I. DEFINITIONS........................................................1
1.01 "Plan"..............................................................1
1.02 "
_____________
GATEWAY WESTERN RAILWAY UNION
– 1.19(5)
Trust ...................................................................1.18(5)
Trustee .................................................................1.03(1)
Year of Service for Eligibility Purposes ................................2.02(9)
Year of Service for Vesting Purposes ...................................5.06(16)
* * * * * * * * * * *
{PAGE}
GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
The Gateway Western Railway established the Gateway Western Railway Union
401(k) Plan (the "Plan"), effective as of July
_____________
Gateway Western Railway Union
– Year of Service for Vesting Purposes ...................................5.06(16)
* * * * * * * * * * *
{PAGE}
GATEWAY WESTERN RAILWAY UNION
401(K) PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
The Gateway Western Railway established the Gateway Western Railway Union
401(k) Plan (the "Plan"), effective as of July 1, 1997. The Plan was originally
adopted as a prototype plan. Effective October 1, 2001, Gateway Western Railway
was merged
_____________
"Gateway Western Railway Union
– s termination of
employment, unless otherwise indicated.
ARTICLE I
DEFINITIONS
1.01 "Plan" means the retirement plan established and continued by the
Employer as set forth herein, designated as the "Gateway Western Railway Union
401(k) Plan."
1.02 "Employer" means The Kansas City Southern Railway Company ("KCSR" or
the "Sponsor") or any other employer (a "Participating Employer") who with the
written consent
_____________
dt 823246
;
|
IBEW
As referenced in this 401(k) Plan [Amended and Restated] [2002]:
International Brotherhood of Electrical Workers
– Robertson "EMPLOYER"
--------------------------------------
{PAGE}
EXHIBIT A
----------------------------------------------------- ------------------------
UNION DATE OF AGREEMENT
----------------------------------------------------- ------------------------
Transportation Communications International Union
----------------------------------------------------- ------------------------
Brotherhood of Maintenance of Way Employees
----------------------------------------------------- ------------------------
Brotherhood of Railroad Signalmen
----------------------------------------------------- ------------------------
Brotherhood of Railway Carmen
----------------------------------------------------- ------------------------
United Transportation Union
----------------------------------------------------- ------------------------
International Brotherhood of Electrical Workers
----------------------------------------------------- ------------------------
Brotherhood of Locomotive Engineers
----------------------------------------------------- ------------------------
International Association of Machinists and Aerospace
Workers
----------------------------------------------------- ------------------------
{/TEXT}
{/DOCUMENT}
_____________
dt 757884
|
Preview
Full Doc
| 2003 |
401(K) and Profit Sharing Plan
401(K) and Profit Sharing Plan (319K)
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KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
(Amended and Restated Effective April 1, 2002)
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
TABLE OF CONTENTS
Article I. DEFINITIONS........................................................................................... 2
. . .
358106
|
Kansas City
As referenced in this 401(K) and Profit Sharing Plan:
}KANSAS CITY SOUTHERN – {DOCUMENT}
{TYPE}EX-10.10.1
{SEQUENCE}4
{FILENAME}dex10101.txt
{DESCRIPTION}KANSAS CITY SOUTHERN 401(K) AND PROFIT SHARING PLAN
{TEXT}
{PAGE}
Exhibit 10.10.1
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
(Amended and Restated Effective April 1, 2002)
{PAGE}
KANSAS
_____________
KANSAS CITY SOUTHERN
– {DOCUMENT}
{TYPE}EX-10.10.1
{SEQUENCE}4
{FILENAME}dex10101.txt
{DESCRIPTION}KANSAS CITY SOUTHERN 401(K) AND PROFIT SHARING PLAN
{TEXT}
{PAGE}
Exhibit 10.10.1
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
(Amended and Restated Effective April 1, 2002)
{PAGE}
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
TABLE OF CONTENTS
{TABLE}
{S} {C}
_____________
KANSAS CITY SOUTHERN
– SOUTHERN 401(K) AND PROFIT SHARING PLAN
{TEXT}
{PAGE}
Exhibit 10.10.1
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
(Amended and Restated Effective April 1, 2002)
{PAGE}
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
TABLE OF CONTENTS
{TABLE}
{S} {C}
Article I. DEFINITIONS........................................................................................... 2
1.01 "Plan".............................................................................................. 2
1.02 "Employer".......................................................................................... 2
1.03 "Trustee"........................................................................................... 2
1.
_____________
KANSAS CITY SOUTHERN
– 6)
Trustee.................................................................................................... 1.03(2)
Year of Service for Eligibility Purposes.................................................................. 2.02(12)
Year of Service for Vesting Purposes...................................................................... 5.06(23)
{/TABLE}
-ii-
{PAGE}
Exhibit 10.10.1
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
(Amended and Restated Effective April 1, 2002)
INTRODUCTION
Kansas City Southern ("KCS") (known as Kansas City Southern Industries,
Inc. prior to May 2,
_____________
Kansas City Southern – for Vesting Purposes...................................................................... 5.06(23)
{/TABLE}
-ii-
{PAGE}
Exhibit 10.10.1
KANSAS CITY SOUTHERN
401(k) AND PROFIT SHARING PLAN
(Amended and Restated Effective April 1, 2002)
INTRODUCTION
Kansas City Southern ("KCS") (known as Kansas City Southern Industries,
Inc. prior to May 2, 2002) originally established, effective as of January 1,
1996, the Kansas City Southern Industries, Inc. 401(k)
_____________
dt 1364260
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Preview
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| 2000 |
401(K) and Profit Sharing Plan
401(K) and Profit Sharing Plan (330K)
Doc #358219: Click preview link for longer preview.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
TABLE OF CONTENTS
-----------------
Article I. . . .
358219
|
Kansas City
As referenced in this 401(K) and Profit Sharing Plan:
KANSAS CITY SOUTHERN – {DOCUMENT}
{TYPE}EX-4.8
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}401(K) AND PROFIT SHARING PLAN
{TEXT}
EXHIBIT 4.8
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
{PAGE}
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
TABLE OF CONTENTS
-----------------
{
_____________
KANSAS CITY SOUTHERN – DESCRIPTION}401(K) AND PROFIT SHARING PLAN
{TEXT}
EXHIBIT 4.8
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
{PAGE}
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
TABLE OF CONTENTS
-----------------
{TABLE}
{CAPTION}
{S} {C} {C}
Article I. DEFINITIONS..........................................................................................2
1.01 "Plan" ..............................................................................................2
1.02 "Employer" ..........................................................................................2
1.03 "
_____________
KANSAS CITY SOUTHERN – 19(5)
Trust.......................................................................................................1.18(5)
Trustee.....................................................................................................1.03(2)
Year of Service for Eligibility Purposes...................................................................2.02(11)
Year of Service for Vesting Purposes.......................................................................5.06(25)
{/TABLE}
{PAGE}
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
INTRODUCTION
Kansas City Southern Industries, Inc. ("KCSI") originally established,
effective as of January 1, 1996,
_____________
Kansas City Southern – Year of Service for Vesting Purposes.......................................................................5.06(25)
{/TABLE}
{PAGE}
KANSAS CITY SOUTHERN INDUSTRIES, INC.
401(k) AND PROFIT SHARING PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
INTRODUCTION
Kansas City Southern Industries, Inc. ("KCSI") originally established,
effective as of January 1, 1996, the Kansas City Southern Industries, Inc.
401(k) Plan (the "401 (k) Plan"), for the administration and distribution of
_____________
Kansas City Southern – INC.
401(k) AND PROFIT SHARING PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)
INTRODUCTION
Kansas City Southern Industries, Inc. ("KCSI") originally established,
effective as of January 1, 1996, the Kansas City Southern Industries, Inc.
401(k) Plan (the "401 (k) Plan"), for the administration and distribution of
contributions made by the Employers for the purpose of providing retirement
benefits for eligible
_____________
dt 1364305
| |
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| 2002 |
401(K) Retirement Savings Plan [Amended and Restated]
401(K) Retirement Savings Plan [Amended and Restated] (220K)
Doc #358140: Click preview link for longer preview.
MIDSOUTH RAIL UNION
401(K) RETIREMENT SAVINGS PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
{PAGE}
MIDSOUTH RAIL UNION
401(K) RETIREMENT SAVINGS PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
TABLE OF CONTENTS
-----------------
PAGE
----
ALPHABETICAL LIST OF DEFINITIONS...............................................v
ARTICLE I. DEFINITIONS........................................................3
1.01 "Plan"..............................................................3
1.02 "Employer"..........................................................3
1.03 "Trustee"...........................................................3
1.04 "Plan Administrator"................................................3
1.05 "Advisory Committee"................................................3
1.06 "Employee"..........................................................3
1.07 "Highly Compensated Employee".......................................3
1.08 "Participant".......................................................5
1.09 "Beneficiary".......................................................5
1.10 "Compensation"......................................................5
1.11 "Account"...........................................................6
1.12 "Accrued Benefit"...................................................6
1.13 "Nonforfeitable"....................................................6
1.14 "Plan Year".........................................................6
1.15 "Effective Date"....................................................7
1.16 "Plan Entry Date"...................................................7
1.17 "Accounting Date"...................................................7
1.18 "Trust".............................................................7
1.19 "Trust Fund"........................................................7
1.20 "Nontransferable Annuity"...........................................7
1.21 "ERISA".............................................................7
1.22 "Code"..............................................................7
1.23 "Service"...........................................................7
1.24 "Hour of Service"...................................................7
1.25 "Disability"........................................................8
1.26 SERVICE FOR PREDECESSOR EMPLOYER....................................8
1.27 RELATED EMPLOYERS...................................................9
1.28 LEASED EMPLOYEES....................................................9
1.29 PLAN MAINTAINED BY MORE THAN ONE EMPLOYER...........................9
ARTICLE II. EMPLOYEE PARTICIPANTS.............................................9
2.01 ELIGIBILITY.........................................................9
2.02 YEAR OF SERVICE - PARTICIPATION....................................10
2.03 BREAK IN SERVICE - PARTICIPATION...................................10
2.04 PARTICIPATION UPON REEMPLOYMENT....................................11
{PAGE}
ARTICLE III. EMPLOYER CONTRIBUTIONS AND FORFEITURES..........................11
3.01 AMOUNT.............................................................11
3.02 DETERMINATION OF CONTRIBUTION......................................12
3.03 TIME OF PAYMENT OF CONTRIBUTION....................................12
3.04 CONTRIBUTION ALLOCATION............................................12
3.05 FORFEITURE ALLOCATION..............................................13
3.06 ACCRUAL OF BENEFIT.................................................14
3.07 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS...............14
3.08 DEFINITIONS - ARTICLE III..........................................15
ARTICLE IV. PARTICIPANT CONTRIBUTIONS........................................17
4.01 PARTICIPANT VOLUNTARY CONTRIBUTIONS................................17
4.02 PARTICIPANT VOLUNTARY CONTRIBUTIONS - SPECIAL
DISCRIMINATION TEST (Reserved).....................................17
4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS.................................17
ARTICLE V. TERMINATION OF SERVICE - PARTICIPANT VESTING......................17
5.01 NORMAL RETIREMENT AGE..............................................17
5.02 PARTICIPANT DISABILITY OR DEATH....................................18
5.03 VESTING SCHEDULE...................................................18
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT.........................18
5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT...............................20
5.06 YEAR OF SERVICE - VESTING..........................................20
5.07 BREAK IN SERVICE - VESTING.........................................20
5.08 INCLUDED YEARS OF SERVICE - VESTING................................20
5.09 FORFEITURE OCCURS..................................................20
ARTICLE VI. TIME AND METHOD OF PAYMENT OF BENEFITS...........................21
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.................................21
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT...............................23
6.03 BENEFIT PAYMENT ELECTIONS..........................................26
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES........28
6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.............28
6.06 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY...................28
6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS......................28
ARTICLE VII. EMPLOYER ADMINISTRATIVE PROVISIONS..............................29
7.01 INFORMATION TO COMMITTEE...........................................29
7.02 NO LIABILITY.......................................................29
7.03 INDEMNITY OF COMMITTEE.............................................30
7.04 EMPLOYER DIRECTION OF INVESTMENT...................................30
7.05 AMENDMENT TO VESTING SCHEDULE......................................30
{PAGE}
ARTICLE VIII. PARTICIPANT ADMINISTRATIVE PROVISIONS..........................32
8.01 BENEFICIARY DESIGNATION............................................31
8.02 NO BENEFICIARY DESIGNATION.........................................31
8.03 PERSONAL DATA TO COMMITTEE.........................................31
8.04 ADDRESS FOR NOTIFICATION...........................................32
8.05 ASSIGNMENT OR ALIENATION...........................................32
8.06 NOTICE OF CHANGE IN TERMS..........................................32
8.07 LITIGATION AGAINST THE TRUST.......................................32
8.08 INFORMATION AVAILABLE..............................................32
8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS............................32
8.10 PARTICIPANT DIRECTION OF INVESTMENT................................33
8.11 PARTICIPANT VOTING RIGHTS - EMPLOYER STOCK.........................33
ARTICLE IX.ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANT'S ACCOUNTS...................................................35
9.01 MEMBERS' COMPENSATION, EXPENSES....................................35
9.02 TERM...............................................................35
9.03 POWERS.............................................................35
9.04 GENERAL............................................................35
9.05 FUNDING POLICY.....................................................36
9.06 MANNER OF ACTION...................................................36
9.07 AUTHORIZED REPRESENTATIVE..........................................36
9.08 INTERESTED MEMBER .................................................36
9.09 INDIVIDUAL ACCOUNTS................................................36
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT.............................37
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.............37
9.12 INDIVIDUAL STATEMENT...............................................38
9.13 ACCOUNT CHARGED....................................................38
9.14 UNCLAIMED ACCOUNT PROCEDURE........................................38
9.15 INVESTMENT MANAGER.................................................39
9.16 BLACK-OUT PERIOD...................................................39
9.17 ELECTRONIC ELECTIONS...............................................39
ARTICLE X. [RESERVED].........................................................40
ARTICLE XI. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION.........................40
11.01 EXCLUSIVE BENEFIT..................................................40
11.02 AMENDMENT BY EMPLOYER..............................................40
11.03 DISCONTINUANCE.....................................................41
11.04 FULL VESTING ON TERMINATION........................................41
11.05 MERGER/DIRECT TRANSFER.............................................41
11.06 TERMINATION........................................................42
ARTICLE XII. PROVISIONS RELATING TO THE CODE SECTION 401(k) ARRANGEMENT.......43
12.01 CODE SECTION 401(k) ARRANGEMENT....................................43
12.02 DEFINITIONS........................................................44
12.03 ANNUAL ELECTIVE DEFERRAL LIMITATION................................45
{PAGE}
12.04 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST............................46
12.05 CATCH-UP CONTRIBUTIONS.............................................46
ARTICLE XIII. MISCELLANEOUS...................................................50
13.01 EVIDENCE...........................................................50
13.02 NO RESPONSIBILITY FOR EMPLOYER ACTION..............................51
13.03 FIDUCIARIES NOT INSURERS...........................................51
13.04 WAIVER OF NOTICE...................................................51
13.05 SUCCESSORS.........................................................51
13.06 WORD USAGE.........................................................51
13.07 STATE LAW..........................................................51
13.08 EMPLOYMENT NOT GUARANTEED..........................................51
ARTICLE XIV. PROVISIONS RELATING TO INSURANCE AND INSURANCE
COMPANY..................................................................51
14.01 INSURANCE BENEFIT..................................................51
14.02 LIMITATION ON LIFE INSURANCE PROTECTION............................52
14.03 DEFINITIONS........................................................53
14.04 DIVIDEND PLAN......................................................53
14.05 INSURANCE COMPANY NOT A PARTY TO PLAN..............................54
14.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACT1ONS............54
14.07 INSURANCE COMPANY RELIANCE ON TRUSTEES SIGNATURE...................54
14.08 ACQUITANCE.........................................................54
14.09 DUTIES OF INSURANCE COMPANY........................................54
EXHIBIT A......................................................................
{PAGE}
ALPHABETICAL LISTING OF DEFINITIONS
Section Reference
Plan Definition (Page Number)
Account .................................................................1.11(6)
Accounting Date .........................................................1.17(7)
Accrued Benefit .........................................................1.12(6)
Advisory Committee ......................................................1.05(3)
Annual Addition .....................................................3.08(a)(15)
Annuity Starting Date ..................................................6.01(21)
Beneficiary .............................................................1.09(5)
Break in Service for Eligibility Purposes ..............................2.03(10)
Break in Service for Vesting Purposes ..................................5.07(20)
Cash-Out Distribution ..................................................5.04(18)
Catch-up Contributions Subaccount.......................................3.04(12)
Code ....................................................................1.22(7)
Code Section 411 (d)(6) Protected Benefits ............................11.02(40)
Compensation ............................................................1.10(5)
Compensation for Code Section 415 Purposes ..........................3.08(b)(16)
Deemed Cash-Out Rule ................................................5.04(C)(19)
Deferral Contributions.................................................12.01(43)
Deferral Contributions Account ........................................3.04 (12)
Defined Contribution Plan ...........................................3.08(g)(16)
Defined Benefit Plan ................................................3.08(h)(17)
Disability ..............................................................1.25(8)
Effective Date ..........................................................1.15(7)
Elective Transfer .....................................................11.05(41)
Employee ................................................................1.06(3)
Employer ................................................................1.02(3)
Employer for Code Section 415 Purposes ..............................3.08(d)(16)
Employment Commencement Date ............................................2.01(9)
ERISA ...................................................................1.21(7)
Excess Amount .......................................................3.08(e)(16)
Forfeiture Break in Service ............................................5.08(20)
Hardship ...............................................6.01(A)(21); 6.03(B)(26)
Highly Compensated Employee .............................................1.07(3)
Hour of Service .........................................................1.24(7)
Investment Manager ..................................................9.04(i)(36)
KCSR.....................................................................1.02(3)
Leased Employees.........................................................1.28(9)
Limitation Year .....................................................3.08(f)(16)
Loan Policy ............................................................9.04(36)
Maximum Permissible Amount ..........................................3.08(c)(16)
{PAGE}
Section Reference
Plan Definition (Page Number)
Minimum Distribution Incidental Benefit (MDIB) ......................6.02(A)(24)
Nonforfeitable ..........................................................1.13(6)
Nontransferable Annuity .................................................1.20(7)
Normal Retirement Age ..................................................5.01(17)
Participant Voluntary Contributions ....................................4.01(17)
Participant Forfeiture .................................................3.05(13)
Participant .............................................................1.08(5)
Participating Employer...................................................1.02(3)
Plan ....................................................................1.01(3)
Plan Entry Date .........................................................1.16(7)
Plan Administrator ......................................................1.04(3)
Plan Year ...............................................................1.14(6)
Predecessor Employer ....................................................1.26(8)
Qualified Domestic Relations Order .....................................6.07(28)
Related Employers .......................................................1.27(9)
Required Beginning Date .............................................6.01(B)(22)
Rollover Contributions .................................................4.03(17)
Separation from Service .................................................1.23(7)
Service .................................................................1.23(7)
Sponsor..................................................................1.02(3)
Trust Fund ..............................................................1.19(7)
Trust ...................................................................1.18(7)
Trustee .................................................................1.03(3)
Year of Service for Eligibility Purposes ...............................2.02(10)
Year of Service for Vesting Purposes ...................................5.06(20)
* * * * * * * * * * *
{PAGE}
MIDSOUTH RAIL UNION
401(K) RETIREMENT SAVINGS PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2002)
MidSouth Rail Corporation entered into certain labor agreements providing
for the establishment of a 401(k) plan with various plan entry dates and
effective dates for the employer match depending on each applicable labor
agreement as follows:
{TABLE}
{CAPTION}
------------------------------------------------- ----------------- ---------------- ----------------
AGREEMENT 401(k) PLAN CARRIER
UNION DATE ENTRY DATE MATCHING DATE
------------------------------------------------- ---------------- ---------------- ----------------
{S} {C} {C} {C}
Transportation Communications International Union March 28, 1991 April 1, 1991 April 1, 1993
("TCU")
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Maintenance of Way Employees March 18, 1991 April 1, 1991 April 1, 1993
("BMWE")
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Railroad Signalmen ("BRS") March 18, 1991 April 1, 1991 April 1, 1993
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Railway Carmen ("BRC") April 1, 1991 April 1, 1991 April 1, 1993
------------------------------------------------- ---------------- ---------------- ----------------
United Transportation Union ("UTU") August 1, 1991 August 1, 1991 August 1, 1993
------------------------------------------------- ---------------- ---------------- ----------------
International Brotherhood of Electrical Workers March 31, 1992 April 1, 1992 April 1, 1994
("IBEW")
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Locomotive Engineers ("BLE") April 1, 1992 April 1, 1992 April 1, 1995
------------------------------------------------- ---------------- ---------------- ----------------
International Association of Machinists and July 1, 1992 July 1, 1992 April 1, 1995
Aerospace Workers ("IAM")00
------------------------------------------------- ---------------- ---------------- ----------------
{/TABLE}
Pursuant to the above-described labor agreements, MidSouth Rail Corporation
established the "MidSouth Rail Corporation Union 401(k) Retirement Savings Plan"
effective April 1, 1991, with John Scotto, Frank K. Turner and Hugh I. Salmons
as trustees, using a defined contribution prototype plan.
SouthRail Corporation entered into certain labor agreements providing for
the establishment of a 401(k) plan with various plan entry dates and effective
dates for the employer match depending on each applicable labor agreement as
follows:
{TABLE}
{CAPTION}
------------------------------------------------- ---------------- ---------------- ----------------
UNION AGREEMENT 401(k) PLAN CARRIER
DATE ENTRY DATE MATCHING DATE
------------------------------------------------- ---------------- ---------------- ----------------
{S} {C} {C} {C}
Transportation Communications International January 26, 1993 April 15, 1993 April 15, 1995
Union ("TCU")
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Maintenance of Way Employees August 1, 1992 April 15, 1993 April 15, 1995
("BMWE")
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Railway Carmen ("BRC") April 5, 1993 April 15, 1993 N/A
------------------------------------------------- ---------------- ---------------- ----------------
United Transportation Union ("UTU") March 1, 1993 April 15, 1993 April 15, 1996
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Locomotive Engineers ("BLE") January 1, 1993 April 15, 1993 April 15, 1996
------------------------------------------------- ---------------- ---------------- ----------------
International Association of Machinists and April 21, 1993 April 15, 1993 N/A
Aerospace Workers ("IAM")
------------------------------------------------- ---------------- ---------------- ----------------
{/TABLE}
Pursuant to the above-described labor agreements, SouthRail Corporation
established the "SouthRail Corporation Union Savings Plan" effective April 15,
1993, with Deposit Guaranty National Bank, Jackson, Mississippi, as trustee,
using the trustee's master defined contribution plan and trust agreement.
MidSouth Rail Corporation and SouthRail Corporation were acquired by Kansas
City Southern Industries, Inc. on June 10, 1993 and subsequently merged into The
Kansas City Southern Railway Company ("KCSR") a wholly-owned subsidiary of
Kansas City Southern Industries, Inc., effective January 1, 1994. Effective May
2, 2002, Kansas City Southern Industries, Inc. changed its name to Kansas City
Southern ("KCS").
Effective January 1, 1994 upon the merger of MidSouth Rail Corporation and
SouthRail Corporation into KCSR, KCSR amended each of the MidSouth Rail
Corporation Union 401(k) Retirement Savings Plan and the SouthRail Corporation
Union Savings Plan to become plan sponsor, name a new trustee, and otherwise
amend and restate the plan to become an individually designed plan and trust
agreement.
Thereafter and effective January 1, 1997, KCSR amended each of the MidSouth
Rail Corporation Union 401(k) Retirement Savings Plan and Trust Agreement and
the SouthRail Corporation Union Savings Plan and Trust Agreement to reflect
changes to plans qualified under Section 401(a) of the Internal Revenue Code of
1986 that were required or permitted by the Small Business Job Protection Act of
1996, P.L. 104-188, and subsequent legislation.
Effective as of January 1, 2001 (the "Merger Date"), the MidSouth Rail
Corporation Union 401(k) Retirement Savings Plan and Trust Agreement and the
SouthRail Corporation Union Savings Plan and Trust Agreement were merged,
amended and restated as a single plan and trust agreement entitled "MidSouth
Rail Union 401(k) Retirement Savings Plan and Trust Agreement" (the "Plan").
Effective as of January 1, 2002, the Plan was amended and restated to reflect
certain provisions of the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"). The amendment and restatement is intended as good faith
compliance with the requirements of EGTRRA and plan provisions should be
construed in accordance with EGTRRA and guidance issued thereunder.
The Plan is hereby further amended and restated effective as of April 1,
2002 (the "Effective Date"). Effective as of April 1, 2002, KCSR appointed a new
Trustee and entered into a separate Trust Agreement. Accordingly, the Plan was
renamed the "MidSouth Rail Union 401(k) Retirement Savings Plan". Also effective
April 1, 2002, KCSR entered into a service agreement with a new recordkeeper. In
order to facilitate the change to the new recordkeeper and Trustee, the Advisory
Committee imposed a black-out period, as defined in Section 9.16, effective as
of March 15, 2002 and continuing until the Advisory Committee, in its sole
discretion, deems it no longer necessary to impose such a black-out period.
Except as otherwise provided, the provisions of this Plan, as hereby
amended and restated, shall be effective as of April 1, 2002. The provisions of
this amended and restated Plan shall apply to an Employee who is employed by an
Employer on or after the Effective Date. If a Participant terminated employment
from his last Employer prior to the Effective Date, the benefits to which he is
entitled shall be determined under the terms of the Plan as in effect on the
date of the Employee's termination of employment, unless otherwise indicated.
ARTICLE I
DEFINITIONS
1.01 "Plan" means the retirement plan established and continued by the
Employer as set forth herein, designated as the "MidSouth Rail Union 401(k)
Retirement Savings Plan." "Predecessor Plan" means either or both of the
MidSouth Rail Corporation Union 401(k) Retirement Savings Plan and Trust
Agreement or the SouthRail Corporation Union Savings Plan and Trust Agreement as
in effect prior to the Merger Date. This Plan is a continuation of the
Predecessor Plans.
1.02 "Employer" means The Kansas City Southern Railway Company ("KCSR" or
the "Sponsor") or any other employer (a "Participating Employer") who with the
written consent of KCSR adopts this Plan.
1.03 "Trustee" means Nationwide Trust Company, FSB, or any successor in
office who in writing accepts the position of Trustee.
1.04 "Plan Administrator" is The Kansas City Southern Railway Company
unless KCSR designates another person to hold the position of Plan
Administrator. In addition to its other duties, the Plan Administrator has full
responsibility for compliance with the reporting and disclosure rules under
ERISA as respects this Plan.
1.05 "Advisory Committee" means the Sponsor's Advisory Committee as from
time to time constituted.
1.06 "Employee" means any employee of an Employer who is covered by a
collective bargaining agreement between Kansas City Southern Railway Company and
one of the labor unions listed in Exhibit A attached hereto and made a part
hereof which provides for the coverage of such employee by this Plan (or a
Predecessor Plan), excluding any Leased Employee, and excluding any individual
who performs services for an Employer and (i) is working in a classification
described as an independent contractor (even if such person is subsequently
determined to be a common-law employee of the Employer), (ii) is paid, directly
or indirectly, through an Employer's accounts payable system, or (iii) performs
such services pursuant to a contract or agreement which provides that the person
is an independent contractor or consultant (even if such person is subsequently
determined to be a common-law employee of the Employer).
1.07 "Highly Compensated Employee" means any individual who (i) is an
Employee described in subsection (a) or (b) below, or (ii) is a former Employee
described below:
(a) An Employee who at any time during the current Plan Year or the
preceding Plan Year is a more than five percent (5%) owner (or is
considered as owning more than five percent (5%) within the meaning of
Section 318 of the Code) ("5% Owner") of the Employer;
(b) An Employee who (i) received Compensation during the preceding
Plan Year in excess of $80,000 (in 1996, as adjusted in accordance with
regulations and rulings under Section 414(q) of the Code), and (ii) if the
Advisory Committee elects by amendment of the Plan to apply this clause
(ii) to determine the Highly Compensated Employees for a Plan Year, for
this Plan and, except as otherwise permitted, consistently for all plans of
the Employer whose plan years begin in the same calendar year as such
preceding Plan Year, is in the group consisting of the top twenty percent
(20%) of the total number of persons employed by the Employer when ranked
on the basis of Compensation paid during the preceding Plan Year, provided
that, for purposes of determining the total number of persons employed by
the Employer, the following Employees shall be excluded:
(1) Employees who have not completed an aggregate of six (6)
months of service during the preceding Plan Year,
(2) Employees who work less than seventeen and one-half (17 1/2)
hours per week for 50% or more of the total weeks worked by such
employees during the preceding Plan Year,
(3) Employees who normally work during not more than six (6)
months during any year,
(4) Employees who have not attained age 21 by the end of the
preceding Plan Year,
(5) Employees who are nonresident aliens and who receive no
earned income (within the meaning of Section 911(d)(2) of the Code)
from the Employer which constitutes income during the preceding Plan
Year from sources within the United States (within the meaning of
Section 861(a)(3) of the Code), and
(6) Except to the extent provided in regulations prescribed by
the Secretary of the Treasury, Employees who are members of a
collective bargaining unit represented by a collective bargaining
agent with which an Employer has or has had a bargaining agreement.
For purposes of this Section 1.07, "Compensation" means Compensation as
defined in Section 1.10 and Compensation must include Elective Contributions.
The Advisory Committee must make the determination of who is a Highly
Compensated Employee, including the determinations of the number and identity of
the top paid 20% group and the relevant Compensation, consistent with Code
Section 414(q) and regulations issued under that Code section. The Employer may
make a calendar year election to determine the Highly Compensated Employees for
the Plan Year, as prescribed by Treasury regulations. Except as otherwise
permitted, a calendar year election must apply to all plans and arrangements of
the Employer.
The term "Highly Compensated Employee" also includes any former Employee
who separated from Service (or has a deemed Separation from Service, as
determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after his
55th birthday.
1.08 "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.
1.09 "Beneficiary" is a person designated by a Participant who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes entitled
to a benefit under the Plan remains a beneficiary under the Plan until the
Trustee has fully distributed his benefit to him. A Beneficiary's right to (and
the Plan Administrator's, the Advisory Committee's or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.
1.10 "Compensation" means the Participant's wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the Plan
(including, but not limited to, overtime pay, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips and bonuses). Compensation includes Elective
Contributions made by the Employer on the Employee's behalf. "Elective
Contributions" are amounts excludible from the Employee's gross income under
Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by the Employer,
at the Employee's election, to a Code Section 401(k) arrangement, a simplified
employee pension, cafeteria plan or tax-sheltered annuity. A Compensation
payment includes Compensation paid by the Employer to an Employee through
another person under the common paymaster provisions of Code Sections 3121(s)
and 3306(p). The term "Compensation" does not include:
(a) Employer contributions (other than "elective contributions") to a
plan of deferred compensation to the extent the contributions are not
included in the gross income of the Employee for the taxable year in which
contributed, on behalf of an Employee to a Simplified Employee Pension Plan
to the extent such contributions are excludible from the Employee's gross
income, and any distributions from a plan of deferred compensation,
regardless of whether such amounts are includible in the gross income of
the Employee when distributed.
(b) Amounts realized from the exercise of a nonqualified stock option,
or when restricted stock (or property) held by an Employee either becomes
freely transferable or is no longer subject to a substantial risk of
forfeiture.
(c) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option.
(d) Other amounts which receive special tax benefits, such as premiums
for group term life insurance (but only to the extent that the premiums are
not includible in the gross income of the Employee), or contributions made
by an Employer (whether or not under a salary reduction agreement) towards
the purchase of an annuity contract described in Code Section 403(b)
(whether or not the contributions are excludible from the gross income of
the Employee), other than "elective contributions".
(e) Employee expense reimbursements, director's fees and payments made
by the Employer for group insurance, hospitalization and like benefits and
contributions made by the Employer under any other employee benefit plan it
maintains.
Any reference in this Plan to Compensation is a reference to the definition
in this Section 1.10, unless the Plan reference specifies a modification to this
definition. The Advisory Committee will take into account only Compensation
actually paid for the relevant period.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each Employee taken into account under the Plan shall not exceed
the EGTRRA annual compensation limit. The EGTRRA annual compensation limit is
$200,000, as adjusted by the Commissioner for increases in the cost of living in
accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12 months, over
which Compensation is determined (determination period) beginning in such
calendar year. If a determination period consists of fewer than 12 months, the
EGTRRA annual compensation limit will be multiplied by a fraction, the numerator
of which is the number of months in the determination period, and the
denominator of which is 12.
Any reference in this Plan to the limitation under Code Section 401(a)(17)
shall mean the EGTRRA annual compensation limit set forth in this provision.
NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.10 except any exclusions from
Compensation other than the exclusions described in paragraphs (a), (b), (c) and
(d), unless the Employer elects to use an alternate nondiscriminatory
definition, in accordance with the requirements of Code Section 414(s) and the
358140
|
Kansas City
As referenced in this 401(K) Retirement Savings Plan [Amended and Restated]:
Kansas
City Southern – 1993, with Deposit Guaranty National Bank, Jackson, Mississippi, as trustee,
using the trustee's master defined contribution plan and trust agreement.
MidSouth Rail Corporation and SouthRail Corporation were acquired by Kansas
City Southern Industries, Inc. on June 10, 1993 and subsequently merged into The
Kansas City Southern Railway Company ("KCSR") a wholly-owned subsidiary of
Kansas City Southern Industries, Inc., effective January 1,
_____________
Kansas City Southern – master defined contribution plan and trust agreement.
MidSouth Rail Corporation and SouthRail Corporation were acquired by Kansas
City Southern Industries, Inc. on June 10, 1993 and subsequently merged into The
Kansas City Southern Railway Company ("KCSR") a wholly-owned subsidiary of
Kansas City Southern Industries, Inc., effective January 1, 1994. Effective May
2, 2002, Kansas City Southern Industries, Inc. changed its name
_____________
Kansas City Southern – SouthRail Corporation were acquired by Kansas
City Southern Industries, Inc. on June 10, 1993 and subsequently merged into The
Kansas City Southern Railway Company ("KCSR") a wholly-owned subsidiary of
Kansas City Southern Industries, Inc., effective January 1, 1994. Effective May
2, 2002, Kansas City Southern Industries, Inc. changed its name to Kansas City
Southern ("KCS").
Effective January 1, 1994 upon the merger
_____________
Kansas City Southern – 1993 and subsequently merged into The
Kansas City Southern Railway Company ("KCSR") a wholly-owned subsidiary of
Kansas City Southern Industries, Inc., effective January 1, 1994. Effective May
2, 2002, Kansas City Southern Industries, Inc. changed its name to Kansas City
Southern ("KCS").
Effective January 1, 1994 upon the merger of MidSouth Rail Corporation and
SouthRail Corporation into KCSR, KCSR amended each
_____________
Kansas City
Southern – Railway Company ("KCSR") a wholly-owned subsidiary of
Kansas City Southern Industries, Inc., effective January 1, 1994. Effective May
2, 2002, Kansas City Southern Industries, Inc. changed its name to Kansas City
Southern ("KCS").
Effective January 1, 1994 upon the merger of MidSouth Rail Corporation and
SouthRail Corporation into KCSR, KCSR amended each of the MidSouth Rail
Corporation Union 401(k) Retirement
_____________
dt 1364276
;
|
IBEW
As referenced in this 401(K) Retirement Savings Plan [Amended and Restated]:
International Brotherhood of Electrical Workers – April 1, 1993
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Railway Carmen ("BRC") April 1, 1991 April 1, 1991 April 1, 1993
------------------------------------------------- ---------------- ---------------- ----------------
United Transportation Union ("UTU") August 1, 1991 August 1, 1991 August 1, 1993
------------------------------------------------- ---------------- ---------------- ----------------
International Brotherhood of Electrical Workers March 31, 1992 April 1, 1992 April 1, 1994
("IBEW")
------------------------------------------------- ---------------- ---------------- ----------------
Brotherhood of Locomotive Engineers ("BLE") April 1, 1992 April 1, 1992 April 1, 1995
------------------------------------------------- ---------------- ---------------- ----------------
International Association of Machinists and
_____________
International Brotherhood of Electrical Workers
– 1993 NA
------------ ------------- ---------------- ------------------ --------------- --------------
{/TABLE}
1. Transportation Communications International Union
2. Brotherhood of Maintenance of Way Employees
3. Brotherhood of Railroad Signalmen
4. Brotherhood of Railway Carmen
5. United Transportation Union
6. International Brotherhood of Electrical Workers
7. Brotherhood of Locomotive Engineers
8. International Association of Machinists and Aerospace Workers
{/TEXT}
{/DOCUMENT}
_____________
dt 757885
|
Preview
Full Doc
| 2003 |
Acquisition Agreement
Acquisition Agreement (221K)
Doc #358103: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de . . .
358103
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}9
{FILENAME}acqagmt.txt
{DESCRIPTION}ACQUISITION AGREEMENT
{TEXT}
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – of Sonnenschein Nath & Rosenthal
Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq.
- vi -
{PAGE}
ACQUISITION AGREEMENT, dated as of April 20, 2003 (this "Agreement"), by
and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc.,
a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima
organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas
City Southern – 1997 (as such
agreements have been amended and extended from time to time); the Stock Purchase
Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas
City Southern Railway Company and TFM; and the Omnibus Agreement by and among
TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA
Rail, S.A. de C.V.
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas
City Southern Railway Company and TFM; and the Omnibus Agreement by and among
TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA
Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing
shall not have occurred prior to the Termination Date, or
_____________
Kansas City Southern
– to:
Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
-49-
{PAGE}
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southern
P.O. Box 219335
427 West 12th Street
Kansas City, MO 64121-9335
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite
_____________
dt 1364259
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – TYPE}EX-10.1
{SEQUENCE}9
{FILENAME}acqagmt.txt
{DESCRIPTION}ACQUISITION AGREEMENT
{TEXT}
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – vi -
{PAGE}
ACQUISITION AGREEMENT, dated as of April 20, 2003 (this "Agreement"), by
and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc.,
a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima
organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM
HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written
confirmation) to the Parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – SOUTHERN
By: /s/ M.R. Haverty
---------------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
KARA Sub, Inc.
By: /s/ M.R. Haverty
---------------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
GRUPO TMM, S .A.
By: /s/ Jose Serrano
---------------------------------------
Name: Jose Serrano
Title: Chairman
By: /s/ Javier Segovia
---------------------------------------
Name: Javier Segovia
Title: President
TMM HOLDINGS, S.A. de C.V.
By: /s/ Jose
_____________
dt 758830
;
 BNY
As referenced in this Acquisition Agreement:
Bank of New York, – Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date,
the Amended and Restated Option Agreement between MM and The Bank of New York,
as Trustee, dated October 25, 2002, as amended by Amendment Number One to the
Amended and Restated Option Agreement, dated December 10,
_____________
Bank of New York, – to the Second Amended and Restated Master Trust
Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between
TMM and The Bank of New York, as Trustee, will have been terminated or amended,
and the Master Trust Agreement and the Transaction Documents (as defined in the
Master
_____________
Bank of New York, – no outstanding option, warrant, right,
subscription, call, legally binding commitment or other agreement or right of
any kind entitling any Person (including The Bank of New York, as Trustee of the
Trust) to acquire, or any other Encumbrance arising under such agreements on,
any shares of capital stock of
_____________
Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and
Restated Put Option Agreement between MM and The Bank of New York, as Trustee,
dated October 25, 2002, as amended by Amendment Number One to the Amended and
Restated Option Agreement, dated December 10,
_____________
dt 708330
;
|
 Haynes and Boone
As referenced in this Acquisition Agreement:
Haynes & Boone, – Disclosure Schedule
Exhibit G-1. Form of Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2 Form of Opinion Letter of Jay
_____________
Haynes & Boone, – e) KCS shall have received an opinion dated the Closing Date of Milbank,
Tweed, Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C.,
Mexican counsel to Sellers, in the form and as to the matters set forth on
Exhibit G-1 and G-
_____________
dt 726594
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving
Company, GTFM and GTFM Subsidiaries and Merger Integration
Committee
Exhibit E Seller Disclosure Schedule
Exhibit F KCS Disclosure Schedule
Exhibit G-1. Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
_____________
Milbank,
Tweed – been duly executed and
delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank,
Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C.,
Mexican counsel to Sellers, in the form and as to the matters set forth on
Exhibit
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
-49-
{PAGE}
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City
_____________
dt 757523
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Hadley & McCloy LLP
Exhibit G-2 Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1 Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2 Form of Opinion Letter of Jay Nadlman, Esq.
- vi -
{PAGE}
ACQUISITION AGREEMENT, dated as of April 20, 2003 (
_____________
Sonnenschein Nath – the "Closing") shall, subject to
the satisfaction or waiver of the conditions set forth in Article 8, take place
at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America,
24th Floor, New York, New York, on the second (2nd) Business Day after all of
the
_____________
Sonnenschein Nath – of such agreements shall not become effective at the Effective
Time;
(e) TMM shall have received an opinion dated the Closing Date of
Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate
General Counsel to KCS, in the form and as to the matters set forth
_____________
Sonnenschein Nath – Southern
P.O. Box 219335
427 West 12th Street
Kansas City, MO 64121-9335
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to
_____________
dt 723419
|
Preview
Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (197K)
Doc #358289: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
358289
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 751315
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1334898
;
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10,
_____________
Bank of New York, – to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master
_____________
Bank of New York, – no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of
_____________
Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10,
_____________
dt 708292
;
|
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 757539
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "
_____________
Sonnenschein Nath – the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of
_____________
Sonnenschein Nath – of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set
_____________
Sonnenschein Nath – City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time
_____________
dt 723448
|
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Full Doc
| 2003 |
Acquisition Agreement
Acquisition Agreement (197K)
Doc #358371: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
358371
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 9 a2106983zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 751354
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1334903
;
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10,
_____________
Bank of New York, – to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master
_____________
Bank of New York, – no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of
_____________
Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10,
_____________
dt 708275
;
|
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 757545
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "
_____________
Sonnenschein Nath – the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of
_____________
Sonnenschein Nath – of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set
_____________
Sonnenschein Nath – City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time
_____________
dt 723458
|
Preview
Full Doc
| 2003 |
Acquisition Agreement
Acquisition Agreement (197K)
Doc #358387: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
358387
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 8 a2106983zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 751362
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1334906
;
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10,
_____________
Bank of New York, – to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master
_____________
Bank of New York, – no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of
_____________
Bank of New York, – of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10,
_____________
dt 708267
;
|
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 757550
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "
_____________
Sonnenschein Nath – the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of
_____________
Sonnenschein Nath – of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set
_____________
Sonnenschein Nath – City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time
_____________
dt 723468
|
Preview
Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (198K)
Doc #1821188: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
1821188
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573542
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563571
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1591794
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617724
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573814
|
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Acquisition Agreement
Acquisition Agreement (198K)
Doc #1821404: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
1821404
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573543
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563573
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1591798
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617727
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573815
|
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Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (198K)
Doc #1822106: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
1822106
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573544
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563575
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1591805
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617730
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573816
|
Preview
Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (198K)
Doc #1832672: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
1832672
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573545
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563577
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1591856
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617733
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573817
|
Preview
Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (198K)
Doc #1942895: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
1942895
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573546
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563579
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1592718
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617745
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573818
|
Preview
Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (198K)
Doc #2147083: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
2147083
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573547
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563581
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1594767
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617755
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573819
|
Preview
Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (198K)
Doc #2147295: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
2147295
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573548
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563583
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1594771
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617757
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573820
|
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Full Doc
| 2004 |
Acquisition Agreement
Acquisition Agreement (198K)
Doc #2147534: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States,
and
TMM MULTIMODAL, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the laws of the United Mexican States
DATED AS OF APRIL 21, 2003
Table of Contents
ARTICLE 1 STOCK PURCHASE
1
Section 1.1
Stock . . .
2147534
|
Kansas City
As referenced in this Acquisition Agreement:
KANSAS CITY SOUTHERN, –
EX-10.25 33 a2127856zex-10_25.htm EXHIBIT 10.25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S.A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A.
_____________
KANSAS CITY SOUTHERN, – Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S.A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("
_____________
Kansas City Southern – 1997 (as such agreements have been amended and extended from time to time); the Stock Purchase Agreement dated as of February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and
_____________
Kansas City Southern – February 27, 2002, by and among MM, TMM, KCS, The Kansas City Southern Railway Company and TFM; and the Omnibus Agreement by and among TMM, MM, TFM, Mexrail, Inc., The Kansas City Southern Railway Company, NAFTA Rail, S.A. de C.V. and KCS, dated March 8, 2002; provided that, if the Closing shall not have occurred prior to the Termination Date, or
_____________
KANSAS CITY SOUTHERN
– have under this Agreement.
[Rest of page intentionally left blank]
45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S.A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
_____________
dt 1573549
;
Grupo TMM
As referenced in this Acquisition Agreement:
GRUPO TMM, S – 25
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.25
ACQUISITION AGREEMENT
by and among
KANSAS CITY SOUTHERN,
a Delaware corporation,
KARA Sub, Inc.,
a Delaware corporation,
GRUPO TMM, S .A.,
a sociedad anonima organized under
the laws of the United Mexican States,
TMM HOLDINGS, S.A. de C.V.,
a sociedad anonima de capital variable
organized under the
_____________
GRUPO TMM, S – Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN, a Delaware corporation ("KCS"), KARA Sub, Inc., a Delaware corporation ("KARA Sub"), GRUPO TMM, S .A., a sociedad anonima organized under the laws of the United Mexican States ("UMS") ("TMM"), TMM HOLDINGS, S.A. de C.V., a sociedad anonima de capital variable organized
_____________
Grupo TMM, S – express courier (with written confirmation) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to Sellers:
Grupo TMM, S .A.
Avenida de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not
_____________
GRUPO TMM, S – WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
KANSAS CITY SOUTHERN
By:
Name:
Title:
KARA Sub, Inc.
By:
Name:
Title:
GRUPO TMM, S .A.
By:
Name:
Title:
By:
Name:
Title:
TMM HOLDINGS, S.A. de C.V.
By:
Name:
Title:
By:
Name:
Title:
TMM MULTIMODAL, S.A. de C.V.
By:
Name:
_____________
dt 1563585
;
|
BNY
As referenced in this Acquisition Agreement:
Bank of New York, – business day preceding the date of this Agreement.
Section 5.25 Termination of Option Agreement. Prior to the Closing Date, the Amended and Restated Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002 (the "Option Agreement"), entered into in
_____________
Bank of New York, – Trust 2000-A (the "Trust") formed pursuant to the Second Amended and Restated Master Trust Agreement, dated as of December 10, 2002 (the "Master Trust Agreement"), between TMM and The Bank of New York, as Trustee, will have been terminated or amended, and the Master Trust Agreement and the Transaction Documents (as defined in the Master Trust Agreement) shall have been terminated or
_____________
Bank of New York, – the Closing Date (i) there shall be no outstanding option, warrant, right, subscription, call, legally binding commitment or other agreement or right of any kind entitling any Person (including The Bank of New York, as Trustee of the Trust) to acquire, or any other Encumbrance arising under such agreements on, any shares of capital stock of GTFM and (ii) the provision in Section
_____________
Bank of New York, – be placed in the Stockholders Registry Book of GTFM to be cancelled or removed. Prior to the Closing Date, the Amended and Restated Put Option Agreement between MM and The Bank of New York, as Trustee, dated October 25, 2002, as amended by Amendment Number One to the Amended and Restated Option Agreement, dated December 10, 2002, entered into in connection with the
_____________
dt 1594779
;
Milbank Tweed
As referenced in this Acquisition Agreement:
Milbank, Tweed – Officers of Surviving Company, GTFM and GTFM Subsidiaries and Merger Integration Committee
Exhibit E
Seller Disclosure Schedule
Exhibit F
KCS Disclosure Schedule
Exhibit G-1
Form of Opinion Letter of Milbank, Tweed , Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
_____________
Milbank, Tweed – been duly executed and delivered by or on behalf of each of Sellers as the case may be;
(e) KCS shall have received an opinion dated the Closing Date of Milbank, Tweed , Hadley & McCloy LLP, U.S. counsel to Sellers and Haynes & Boone, S.C., Mexican counsel to Sellers, in the form and as to the matters set forth
_____________
Milbank, Tweed – de la Cuspide, No. 4755
Colonia Parques del Pedregal
14010 Mexico, D.F.
CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
With a copy (which shall not constitute notice) to:
Milbank, Tweed , Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, CA 90017
Attention: Thomas C. Janson, Esq.
If to KCS or the Surviving Company:
Kansas City Southernel
_____________
dt 1617759
;
Sonnenschein
As referenced in this Acquisition Agreement:
Sonnenschein Nath – Opinion Letter of Milbank, Tweed, Hadley & McCloy LLP
Exhibit G-2
Form of Opinion Letter of Haynes & Boone, L.C.
Exhibit H-1
Form of Opinion Letter of Sonnenschein Nath & Rosenthal
Exhibit H-2
Form of Opinion Letter of Jay Nadlman, Esq.
v
ACQUISITION AGREEMENT, dated as of April , 2003 (this "Agreement"), by and among KANSAS CITY SOUTHERN,
_____________
Sonnenschein Nath – of the transactions contemplated by this Agreement (the "Closing") shall, subject to the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Sonnenschein Nath & Rosenthal, 1221 Avenue of the America, 24th Floor, New York, New York, on the second (2nd) Business Day after all of the conditions set forth in Article 8
_____________
Sonnenschein Nath – no reasonable basis for belief that any of such agreements shall not become effective at the Effective Time;
(e) TMM shall have received an opinion dated the Closing Date of Sonnenschein Nath & Rosenthal, counsel to KCS, and Jay Nadlman, Associate General Counsel to KCS, in the form and as to the matters set forth on Exhibit H-1 and H-
_____________
Sonnenschein Nath – to KCS or the Surviving Company:
Kansas City Southernel P.O. Box 219335
427 West 12th Street
Kansas City, MO 64105
With a copy (which shall not constitute notice) to:
Sonnenschein Nath & Rosenthal
4520 Main Street, Suite 1100
Kansas City, MO 64111
Attention: John F. Marvin, Esq.
Any party hereto may from time to time change its address for notices
_____________
dt 1573821
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Full Doc
| 2006 |
Annual Report to Shareholders
Annual Report to Shareholders (234K)
Doc #2521031: Click preview link for longer preview.
Legg Mason
Investors Trust, Inc.
Investment Commentary and Annual Report to Shareholders March 31, 2006
American Leading Companies Trust
Balanced Trust
Financial Services Fund
U.S. Small-Capitalization Value Trust
LEGG MASON FUNDS
Personalized Guidance. Intelligent Choices.SM
Contents
Commentary
Investment Commentary
ii
Glossary of Index Definitions
xvi
Annual Report to Shareholders
Presidents Letter
1
American Leading Companies Trust
Managements Discussion of Fund Performance
2
Expense Example
5
Performance Information
6
Financial Statements
11
Balanced Trust
Managements Discussion of Fund Performance
22
Expense Example
25
Performance Information
26
Financial Statements
32
Financial Services Fund
Managements Discussion of Fund Performance
46
Expense Example
48
Performance Information
49
Financial Statements
54
U.S. Small-Capitalization Value Trust
Managements Discussion of Fund Performance
62
Expense Example
64
Performance Information
65
Financial Statements
70
Notes to Financial Statements
87
Report of Independent Registered Public Accounting Firm
98
Change in Independent Registered Public Accounting Firm
99
Directors and Officers
100
Board Consideration of Legg Mason American Leading Companies Trusts Investment Advisory and Management Agreement
104
Board Consideration of Legg Mason Balanced Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement
106
Board Consideration of Legg Mason Financial Services Funds Investment Advisory and Management Agreement and Sub-Advisory Agreement
108
Board Consideration of Legg Mason U.S. Small- Capitalization Value Trusts Investment Advisory and Management Agreement and Sub-Advisory Agreement
110
Glossary of Index Definitions
112
ii
Investment Commentary
American Leading Companies Trust
Market Commentary
The U.S. equity market posted strong results in the first quarter of 2006 by any measure. The S&P 500 Indexs total return of 4.2% was its best first quarter showing since 1999, while the Nasdaq had its best March quarter since 2000, and the Dow Industrials its best since 2002.
Total Returns Periods
Ending March 31, 2006
3 Months
1 Year
S&P 500 Stock Composite IndexA
+4.21
%
+11.73
%
Dow Jones Industrial AverageA
+4.24
%
+8.26
%
S&P 400 Mid-Cap IndexA
+7.63
%
+21.62
%
Russell 2000 IndexA
+13.94
%
+25.93
%
Nasdaq Composite IndexA
+6.37
%
+18.02
%
The stars of the show in the March quarter continued to be the small- and mid-cap stocks. As shown in the above table, the S&P Mid-Cap Index was up 7.63% and the Russell 2000 Index gained a mind-blowing 13.94%. Is this surge a last hurrah for small-cap relative performance, or powerful evidence that the trend has further to run? We obviously cant say for sure, but from our perspective, the valuation case for large-cap is becoming more compelling, while the valuation underpinnings are weakening in the small-cap sector. As a consequence, we believe the risk in small-caps is rising relative to large-caps.
Well get to the valuation case for large versus small stocks in a minute, but first we should note that the recent strength in small-caps may well have very little to do with relative valuation. We may instead be seeing evidence of piling on, or piling in, by the hedge funds. Many, if not most, hedge funds are trend followers. They go where the action is. Lately, the action has clearly been in small-caps. According to Albert Richards, Citigroups U.S. small-and mid-cap strategist, a representative sample of hedge funds have 59% of their assets in companies with market floats (shares outstanding less insider holdings) less than $10 billion, compared to the 28% that those companies represent of the Russell 3000 Index.
Recently, there is anecdotal evidence that investors have also been buying small-cap exchange traded funds (ETF) as a means of gaining exposure to the small-cap sector without having to choose individual stocks. The ETFs must then use their cash inflows to buy the underlying shares of the companies in their benchmark, thus adding democratically (or indiscriminately, depending how you look at it) to overall small-cap stock demand.
On a valuation basis, stocks in the Russell 2000 Index trade at 44 times 2005s earnings, compared with 18 times for the S&P 500. Within the S&P 500 itself, the bottom decile of companies (the smallest 50 by market value) trades at 20.1 times estimated 2006 earnings, while the top decile trades at a cap-weighted average of 14.4 times earnings as of the end of March.
A
See Glossary of Index Definitions on page xvi. It is not possible to invest in an index.
The Investment Commentary is not a part of the Annual Report to Shareholders.
Investment Commentary
iii
Is the P/E multiple premium currently accorded to small-cap stocks justified? Small-cap advocates think so. They argue that the largest companies in the S&P 500 are too big to grow very fast, while small-caps as a group have the opportunity to post superior growth rates for many years to come. Maybe so, but we remember when people made the exact opposite argument in 2000. Then, the conventional wisdom was that mega-caps should trade at a premium to the market because their results were more predictable and they were the primary beneficiaries of globalization. The small-caps, while admittedly cheap, were thought to warrant a discount valuation due to their greater business risk and illiquidity.
The truth is that investors views on the relative merits of small versus large-caps fluctuate over time. Since 1960, large- and small-cap stocks have traded at roughly the same average P/E multiples, with large-caps greater stability being valued about equally with small-caps probable superiority in terms of growth prospects. In our experience, investors enthusiasm for either group is heavily influenced by recent relative performance trends. Investors tend to gravitate toward groups or sectors that have been doing well, and avoid sectors that have not. Small-caps are popular now principally, in our view, because they have been going up sharply. Large-capsand especially mega-capsare unpopular because they have been performance dogs in recent years. The worm will turn, as it always does. The only question is when.
The Investment Commentary is not a part of the Annual Report to Shareholders.
iv
Investment Commentary
Investment Results
Total returns for the American Leading Companies Trust (Fund) for various periods ended March 31, 2006, are presented below, along with those of some comparative indices:
First
Quarter
2006
One
Year
Average Annual Total Returns
Through March 31, 2006
Three
Years
Five
Years
Ten
Years
Since
InceptionB
American Leading Companies
Primary Class
+1.74
%
+12.54
%
+19.16
%
+6.12
%
+9.55
%
+9.46
%
Institutional Class
+2.01
%
+13.63
%
+20.35
%
N/A
N/A
+6.54
%
S&P 500 Stock Composite Index
+4.21
%
+11.73
%
+17.22
%
+3.97
%
+8.95
%
+10.51
%
Dow Jones Industrial Average
+4.24
%
+8.26
%
+14.13
%
+4.60
%
+9.19
%
+11.53
%
Lipper Large-Cap Core FundsA
+3.94
%
+11.63
%
+15.46
%
+2.57
%
+7.31
%
+9.02
%
Lipper Large-Cap Value FundsA
+4.55
%
+11.40
%
+18.82
%
+5.11
%
+8.55
%
+10.09
%
The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information for the Primary Class please visit www.leggmasonfunds.com; for the Institutional Class please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investors shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods. Performance figures for periods longer than one year represent average annual returns.
American Leading Companies Trust had a subpar March quarter, trailing all its principal benchmarks and peer fund averages. Returns on a one, three, five-year and ten-year basis are more encouraging. American Leading Companies performance is ahead of all relevant benchmarks and peer averages over those time periods.
For the twelve months ended March 31, 2006, the leading percentage gainers in the portfolio among stocks owned for the entire period were: Phelps Dodge Corporation, Transocean Inc., Health Net Inc., Baker Hughes Incorporated, Hewlett-Packard Company, Merrill Lynch & Co., Inc., Nokia OyjADR, Anadarko Petroleum Corporation, Devon Energy Corporation and Texas Instruments Incorporated. Laggards included: Tyco International Ltd., Sara Lee
B
The inception date of the Primary Class is September 1, 1993. The inception date of the Institutional Class is June 14, 2001. Index returns are for periods beginning August 31, 1993.
The Investment Commentary is not a part of the Annual Report to Shareholders.
Investment Commentary
v
Corporation, Intel Corporation, Kimberly-Clark Corporation, Johnson & Johnson, IBM Corporation, Liberty Media Corporation, Wal-Mart Stores, Inc., Pfizer Inc. and Time Warner Inc.
On a performance contribution basis, which takes into account both price change and portfolio weighting, the leading positive contributors for the fiscal year were: Health Net Inc., Phelps Dodge Corporation, UnitedHealth Group Incorporated, Sprint Nextel Corporation and J.P. Morgan Chase & Co. The largest detractors from performance were: Tyco International Ltd., Liberty Media CorporationSeries A, Intel Corporation, IBM Corporation and Bristol-Myers Squibb Company. The two sectors which contributed most positively to the Funds relative performance for the fiscal year were commodity stocks and managed-care companies.
For the latest twelve months, we would describe portfolio activity as moderate, with turnover averaging about 20%. A complete listing of new purchases and liquidations is presented elsewhere in this report. In broad terms, during the year, we expanded the number of holdings in the portfolio by about 16%, from 57 to 66. The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd. and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of eBay Inc. and Yahoo! Inc., and additions to our holdings of Expedia Inc. and Amazon.com, Inc. We also repositioned our holdings in a number of sectors. In materials, we broadened our diversification by reducing our positions in three existing holdings to fund the purchase of U.S. Steel Corporation. In pharmaceuticals, we sold Merck & Co., Inc. and Bristol-Myers Squibb Co. to buy more Pfizer Inc. and Johnson & Johnson. In financials, we sold Fannie Mae and reduced our positions in MGIC Investment Corporation, Washington Mutual, Inc. and Lloyds TSB Group plc to buy a new position in re-insurer, XL Capital, and add to Countrywide Financial Corporation. In the consumer discretionary sector, we sold grocer Albertsonswhich is being taken overand bought Pulte Homes, Inc. and Eastman Kodak Company. Finally, we took advantage of favorable prices to reduce our portfolio weightings in energy stocks and managed-care companies. We are now underweight energy, but remain overweighted in the managed-care sector.
2521031
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Kansas City
As referenced in this Annual Report to Shareholders:
Kansas City Southern
– 2
%
Citigroup Inc.
2.0
%
Fannie Mae
1.9
%
United States Treasury Notes, 3.25%, due 8/15/07
1.9
%
General Electric Company
1.9
%
Target Corporation
1.9
%
Kansas City Southern
1.9
%
The PMI Group, Inc.
1.7
%
McDonalds Corporation
1.7
%
C
The Fund is actively managed. As a result, the composition of its portfolio holdings and sectors
_____________
Kansas City Southern
– Limited
+81.3%
2. Rio Tinto plc
+66.1%
3. MedImmune, Inc.
+53.6%
4. Kyphon Inc.
+47.8%
5. Nokia Oyj
+41.0%
6. EnCana Corp.
+33.6%
7. Kansas City Southern
+28.3%
8. Texas Instruments Incorporated
+27.9%
9. Lincoln National Corporation
+24.6%
10. L-3 Communications Holdings, Inc.
+21.7%
Weakest performers for the year ended March
_____________
Kansas City Southern
– 1.9%
General Electric Company
31
1,071
Annual Report to Shareholders
35
Par/Shares
Value
Industrials Continued
Machinery 1.3%
Dover Corporation
15
$
723
Road and Rail 2.6%
Kansas City Southern
42
1,047
A
Norfolk Southern Corporation
8
444
1,491
Information Technology 8.7%
Communications Equipment 2.8%
Cisco Systems, Inc.
37
793
A
Nokia Oyj ADR
39
_____________
dt 1573552
;
21st Century
As referenced in this Annual Report to Shareholders:
21st Century Insurance Group
– Energy Corporation
54
2,361
A
The Houston Exploration Company
41
2,171
A
The Oilgear Company
2
24
A
TransMontaigne Inc.
75
731
A
6,746
Financials 35.1%
21st Century Insurance Group
65
1,032
ACE Cash Express, Inc.
18
441
A
Advanta Corp.
15
501
Affirmative Insurance Holdings, Inc.
7
89
Alfa Corporation
49
841
American Equity Investment Life Holding
_____________
dt 1625609
;
Abbott Labs
As referenced in this Annual Report to Shareholders:
Abbott Laboratories
– 1. Intel Corporation
15.0%
2. Johnson & Johnson
10.0%
3. Kimberly-Clark Corporation
9.4%
4. SYSCO Corporation
9.2%
5. International Business Machines Corporation
8.9%
6. Abbott Laboratories
6.6%
7. United States Treasury Notes, 2%, 1/15/14
4.7%
8. Wal-Mart Stores, Inc.
4.5%
9. Kroger Company
4.5%
10. SLM Corporation
3.
_____________
Abbott Laboratories
– Health Care Equipment and Supplies 3.3%
Biomet, Inc.
21
753
DENTSPLY International Inc.
6
372
Kyphon Inc.
10
357
A
STERIS Corporation
15
358
1,840
Pharmaceuticals 3.3%
Abbott Laboratories
12
493
Johnson & Johnson
10
586
Teva Pharmaceutical Industries Ltd. ADR
19
786
1,865
Industrials 7.3%
Aerospace and Defense 1.5%
L-3 Communications Holdings, Inc.
_____________
Abbott Laboratories
– 550
%
5/1/13
475
452
1,388
Oil, Gas & Consumable Fuels 0.5%
Pacific Gas and Electric Company
4.200
%
3/1/11
325
306
Pharmaceuticals 0.8%
Abbott Laboratories
3.750
%
3/15/11
500
466
Road and Rail 0.8%
Union Pacific Corporation
6.625
%
2/1/08
450
459
Total Corporate Bonds and Notes
(Identified Cost $
_____________
dt 1563516
;
|
Accenture
As referenced in this Annual Report to Shareholders:
Accenture Ltd – The biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation, Accenture Ltd . and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of
_____________
Accenture Ltd – biggest single change in the portfolios structure during the year was an approximate 6.5 percentage point increase in technology holdings with new positions in Dell Inc., Symantec Corporation and Accenture Ltd ., and additions to our existing holdings of Intel Corporation, Applied Materials Inc. and Hewlett-Packard Company. In addition, we added to our e-commerce holdings with the purchase of
_____________
Accenture Ltd – Corporation
152
12,535
35,954
Internet Software and Services 2.5%
eBay Inc.
350
13,671
A
Yahoo! Inc.
200
6,452
A
20,123
IT Services 0.9%
Accenture Ltd .
250
7,518
Semiconductors and Semiconductor Equipment 4.0%
Applied Materials, Inc.
550
9,630
Intel Corporation
800
15,480
Texas Instruments Incorporated
200
6,494
31,604
Annual
_____________
dt 1636268
;
ATC
As referenced in this Annual Report to Shareholders:
Aftermarket Technology Corp. – Portfolio of Investments
U.S. Small-Capitalization Value Trust
March 31, 2006
(Amounts in Thousands)
Shares/Par
Value
Common Stocks and Equity Interests 97.3%
Auto and Transportation 6.8%
Aftermarket Technology Corp.
39
$
873
A
Alamo Group Inc.
8
186
American Axle & Manufacturing Holdings, Inc.
74
1,268
ArvinMeritor, Inc.
141
2,105
Asbury Automotive Group Inc.
48
947
A
_____________
dt 1617092
;
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| 2001 |
Articles of Incorporation
Articles of Incorporation (18K)
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358190
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| 2001 |
Bylaws [Amended]
Bylaws [Amended] (28K)
Doc #116019: Click preview link for longer preview.
BY-LAWS
OF
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSOURI
__________________
Adopted May 24, 1982
As Amended to November 18, 1983
__________________
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1 - Place of Meetings. Meetings of stockholders for any
purpose may be held at such time and place, within or without the State of
Missouri, as shall be designated by the Board of Directors and stated in the
notice of the meeting.
Section 2 - Annual Meetings. The annual meeting of the stockholders at
which they shall elect directors and transact such other business as may
properly be brought before the meeting, shall be held on the second Tuesday of
May in each year, unless the Board of Directors shall designate some other date
therefor in April, May or June.
Section 3 - Notice of Annual Meetings. Written notice of each annual
meeting of the stockholders stating the place, day and hour of the meeting shall
be given to each stockholder entitled to vote thereat, not less than ten (10)
nor more than fifty (50) days before the date of the meeting.
Section 4 - Quorum. Except as otherwise required by statute, by the
Articles of Association or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority in number of shares of the stock
issued and outstanding and entitled to vote, shall constitute a quorum at all
meetings of the stockholders. If at any such meeting, such quorum shall not be
present in person or represented, the stockholders present in person or by proxy
shall have power to adjourn the meeting from time to time, not longer than
ninety (90) days, without notice other than announcement at the meeting, until
the quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present in person or by proxy, any business may be transacted
which might have been transacted at the meeting as originally noticed.
{PAGE}
Section 5 - Voting. Each holder of shares of common stock and
preferred stock shall be entitled to vote on the basis of one vote for each
voting share held by him, except that in elections for directors each holder of
voting shares shall be entitled to as many votes as shall equal the number of
shares which he is entitled to vote, multiplied by the number of directors to be
elected, and he may cast all of such votes either in person or by proxy for a
single director or may distribute them among two or more candidates.
Section 6 - List of Stockholders Entitled to Vote. The Board of
Directors shall cause the officer who has charge of the stock ledger of the
Company to prepare and make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, arranged in alphabetical order, showing the address of and the number
of shares of common stock and preferred stock registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
during ordinary business hours at the registered office of the Company for a
period of at least ten (10) days prior to each such meeting, and the list shall
be produced and kept open at the time and place of such meeting during the whole
time thereof, and subject to the inspection of any stockholder who may be
present.
Section 7 - Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called at any time by the Chairman of the Board,
the Chief Executive Officer, the President, the Board of Directors or by the
holders of not less than one-fifth (1/5th) of all the outstanding shares
entitled to vote at such meeting, by giving the same type of notice required by
these By-Laws for annual meetings of the stockholders and specify therein, the
purpose or purposes for which the meeting is called. Business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice.
Section 8 - Organization. The Chairman of the Board, the Chief
Executive Officer, the President, Secretary, or other officer or person calling
any meeting of the stockholders by a notice given as herein provided shall
convene such meeting and act as Chairman thereof. The Secretary of the Company
shall act as Secretary at all meetings of the stockholders; but the Board of
Directors may designate an Assistant Secretary for that purpose before the
meeting, and if no such designation shall have been made, then such designation
may be made by the Chairman of the meeting.
116019
|
Kansas City
As referenced in this Bylaws [Amended]:
KANSAS CITY SOUTHERN –
{DOCUMENT}
{TYPE}EX-3.4
{SEQUENCE}6
{PAGE}
EXHIBIT 3.4
BY-LAWS
OF
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSOURI
__________________
Adopted May 24, 1982
As Amended to November 18, 1983
__________________
_____________
dt 92533
| |
Preview
Full Doc
| 2001 |
Bylaws
Bylaws (28K)
Doc #358181: Click preview link for longer preview.
BY-LAWS
OF
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSOURI
__________________
Adopted May 24, 1982
As Amended to November 18, 1983
__________________
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1 - Place of Meetings. Meetings of stockholders for . . .
358181
|
Kansas City
As referenced in this Bylaws:
KANSAS CITY SOUTHERN – {DOCUMENT}
{TYPE}EX-3.4
{SEQUENCE}6
{FILENAME}0006.txt
{DESCRIPTION}BY-LAWS OF KANSAS CITY SOUTHERN RAILWAY CORP.
{TEXT}
{PAGE}
EXHIBIT 3.4
BY-LAWS
OF
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSOURI
__________________
Adopted May 24, 1982
_____________
KANSAS CITY SOUTHERN – {DOCUMENT}
{TYPE}EX-3.4
{SEQUENCE}6
{FILENAME}0006.txt
{DESCRIPTION}BY-LAWS OF KANSAS CITY SOUTHERN RAILWAY CORP.
{TEXT}
{PAGE}
EXHIBIT 3.4
BY-LAWS
OF
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSOURI
__________________
Adopted May 24, 1982
As Amended to November 18, 1983
__________________
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1 -
_____________
dt 1364295
| |