KANSAS CITY <KSU> READY TO BUY SOUTHERN PACIFIC Kansas City Southern Industries Inc said it is ready to promptly purchase the Southern Pacific Transportation Co from Santa Fe Southern Pacific Corp <SFX> if the Interstate Commerce Commission rejects Sante Fe's attempt to reopen the merger of Southern and the Atchison, Tokepa and Santa Fe Railway. In a filing with the ICC late today, the company outlined four conditions of its offer to acquire Southern Pacific. Among the conditions are that Santa Fe enter into an agreement to indemnify Kansas City for any contigent liabilites of Southern Pacific existing as of the closing date, and that the financial condition of Southern remain largely unchanged from today onward. "We are willing, even eager, to make a fair market value offer in cash for the Southern Pacific," said Kansas City Southern president and chief executive officer Landon H. Rowland. "This offer disproves the constant derogation of the Sourthern Pacific by SFSP management, best exemplified by SFSP Chief Executive John Schmidt's comment in ICC hearings that the Southern Pacific was 'bankrupt,'" said Rowland. He said that merging Southern with Kansas City will achieve the benefits of an end-to-end merger while preseving the independece of the Southern Pacific versus its existing prime competitor, Santa Fe. Kansas said that Southern's management had estimated the value of the railroad in 1983 in the range of 281 mln dlrs to 1.2 billion dlrs. It said that Morgan Stanley and Co Inc and Salomon Brothers Inc, hired in 1983 to advise Southern and Santa Fe in their merger, appraised Southern as worth between 500 mln dlrs and 800 mln dlrs less than Southern's own internal valuations. Kanasa City Southern said it will make an offer for Southern after its books, records and properties are examined. "Once that examination has been completed (and even in the absence of a willingnes of SFSP to negotiate) KCSI will make an offer in writing...." said the company. Kansas also said it argued in the ICC filing that Santa Fe had not met the legal requirements justifying the Commission's reconsideration of the proposed merger of Santa Fe and Southern Pacific, two railroads that it said basically parallel each other throughout their routes. ICC voted four to one last summer to reject the merger as inherently anticompetitive. Kansas said Santa Fe in petitioning for reconsideration now argues that the trackage agreements with the Union Pacific, the Denver and Rio Grande Western and other railroads, adds to the value of the merger.