-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KYya1jE8ekwSHXZ1//kc4aWLvw5NLiWjECSZVNkkaRTudk3H7neffK48RmLoh2T0 DjEIuv8Gu+xb1cAW7/mzzg== 0000891554-97-000978.txt : 19971024 0000891554-97-000978.hdr.sgml : 19971024 ACCESSION NUMBER: 0000891554-97-000978 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971023 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTIVEPOWER INDUSTRIES INC CENTRAL INDEX KEY: 0000919563 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 820461010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-13225 FILM NUMBER: 97699517 BUSINESS ADDRESS: STREET 1: 1200 REEDSDALE ST CITY: PITTSBURGH STATE: PA ZIP: 15233 BUSINESS PHONE: 4122372250 MAIL ADDRESS: STREET 1: 1200 REEDSDALE STREET CITY: PITTSBURGH STATE: PA ZIP: 15233 FORMER COMPANY: FORMER CONFORMED NAME: MK RAIL CORP DATE OF NAME CHANGE: 19940228 8-A12B/A 1 FORM 8-A/A FORM 8-A/A Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MotivePower Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 82-0461010 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1200 Reedsdale Street Pittsburgh, PA 15233 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Share Purchase Rights New York Stock Exchange If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None Item 1 is hereby amended and supplemented by adding thereto the following: On August 22, 1997, the Board of Directors of the Company approved the execution and delivery of an amendment (the "Amendment") to the Rights Agreement dated as of January 19, 1996 between the Company and ChaseMellon Shareholder Services, L.L.C.(formerly Chemical Mellon Shareholder Services, L.L.C.), as Rights Agent (the "Rights Agent"), as previously amended as of April 5, 1996, June 20, 1996 and July 25, 1996 (the "Rights Agreement"). The Amendment (i) increases the Purchase Price from $16.00 to $80.00 per share of Preferred Stock (or, when applicable, Common Stock, securities, cash, and/or other property), subject to adjustment, and (ii) extends the term of the Rights Agreement from January 30, 2006 to August 31, 2007 (unless earlier redeemed or exchanged). Item 2. Exhibits. The Exhibit Index appearing on page 4 hereof is incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf of the undersigned, thereto duly authorized. MotivePower Industries, Inc. By: /s/ Jeannette Fisher-Garber ----------------------------------- Jeannette Fisher-Garber Vice President, Secretary and General Counsel Date: October 22, 1997 3 EXHIBIT INDEX No. Description Page - --- ----------- ---- (1) Amendment to Rights Agreement dated as of August 22, 1997 5 between the Company and the Rights Agent 4 EX-1 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 1 --------- MOTIVEPOWER INDUSTRIES, INC. FOURTH AMENDMENT DATED AS OF AUGUST 22, 1997 TO RIGHTS AGREEMENT DATED AS OF JANUARY 19, 1996 AND AMENDED AS OF APRIL 5, 1996, JUNE 20, 1996 AND JULY 25, 1996 AMENDMENT dated as of August 22, 1997 to the Rights Agreement (the "Rights Agreement") dated as of January 19, 1996 and Amended as of April 5, 1996, June 29, 1996 and July 25, 1996 between MotivePower Industries, Inc., formerly MK Rail Corporation, a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., formerly known as Chemical Mellon Shareholder Services, L.L.C. (the "Rights Agent"). Pursuant to resolutions adopted by the Board of Directors of the Company on August 22, 1997 and the authority vested in the Board of Directors of the Company by Section 27 of the Rights Agreement, the Rights Agreement is hereby amended as follows: Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. Subsection (a)(i) is hereby deleted and replaced in its entirety as follows: (a)(i) the close of business on August 22, 2007 (the "Final Expiration Date") Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights. Subsection (b) is hereby deleted and replaced in its entirety as follows: (b) Effective as of August 22, 1997, the Purchase Price for each one one-hundredth of Preferred Share purchasable pursuant to the exercise of a Right shall be $80.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and attested, all as of the day and year first above written. Attest: MOTIVEPOWER INDUSTRIES, INC. (formerly MK Rail Corporation) By: _________________________ By: ______________________________ Jeannette-Fisher Garber John C. Pope Secretary Chairman Attest: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. formerly known as Chemical Mellon Shareholder Services, L.L.C., By: _____________________________ By: ________________________________ Name: Name: Title: Title: -----END PRIVACY-ENHANCED MESSAGE-----