-----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, Q7CssPCjZEYGEi7vbck/EzdWzmc3qj0VCoXYmib3vp1muvjEEh5P7KZvsUjtVI4n N0V//rhCH+bokfJfJuDqMA== 0000919563-96-000011.txt : 19960903 0000919563-96-000011.hdr.sgml : 19960903 ACCESSION NUMBER: 0000919563-96-000011 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960830 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MK RAIL CORP 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-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23802 FILM NUMBER: 96624451 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 8-A12G/A 1 THIRD AMENDMENT TO RIGHTS AGREEMENT FORM 8-A/A Amendment No. 3 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 MK RAIL CORPORATION ------------------- (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(g) of the Act: None Securities to be registered pursuant to Section 12(g) 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 None This Amendment No. 3 on Form 8-A/A amends the Form 8-A filed with the Securities and Exchanges Commission (the "Commission") by MK RAIL CORPORATION, a Delaware corporation (the "Company"), on January 26, 1996, as amended by the amendment on Form 8- A/A filed with the Commission on April 25, 1996, as further amended by the amendment on Form 8-A/A filed with the Commission on July 3, 1996 with respect to the Company's Share Purchase Rights under the Rights Agreement dated January 19, 1996, as amended. Item 1. Description of Securities to be Registered Item 1 is hereby amended and supplemented by adding thereto the following: On July 24, 1996, the Board of Directors of the Company approved the execution and delivery of a Third Amendment dated as of July 25, 1996 to the Rights Agreement dated as of January 19, 1996, as amended as of April 5, 1996 and as of June 20, 1996 between the Company and Chase Mellon Shareholder Services, L.L.C. (formerly known as Chemical Mellon Shareholder Services L.L.C.), as Rights Agent (the "Third Amendment"). A copy of the Third Amendment is attached hereto as Exhibit 4 and is incorporated by reference herein. Item 2. Exhibits. The Exhibit Index appearing on page 4 hereof is incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Third Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 30, 1996 MK RAIL CORPORATION By: /s/ William D. Grab ------------------- Name: William D. Grab Title: Vice President, Controller and Principal Accounting Officer EXHIBIT INDEX Exhibit No. Description Page ----------- ----------- ---- 1. Rights Agreement dated as of January 19, * 1996 between MK Rail Corporation and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent 2. Amendment to Rights Agreement dated as of ** April 5, 1996 between MK Rail Corporation and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent 3. Second Amendment to Rights Agreement *** dated as of June 20, 1996 between MK Rail Corporation and Chase Mellon Shareholder Services, L.L.C. (formerly known as Chemical Mellon Shareholder Services L.L.C.) as Rights Agent 4. Third Amendment to Rights Agreement dated 4 as of July 25, 1996 between MK Rail Corporation and Chase Mellon Shareholder Services, L.L.C. (formerly known as Chemical Mellon Shareholder Services L.L.C.) as Rights Agent * Included as Exhibit 1 to Registration Statement on Form 8-A dated January 25, 1996 filed by MK Rail Corporation; such Exhibit is incorporated by reference herein. ** Included as Exhibit 2 to Form 8-A/A Amendment No. 1 dated April 24, 1996 filed by MK Rail Corporation; such Exhibit is incorporated by reference herein. *** Included as Exhibit 3 to Form 8-A/A Amendment No. 2 dated June 20, 1996 filed by MK Rail Corporation; such Exhibit is incorporated by reference herein. EX-3 2 THIRD AMENDMENT TO RIGHTS AGREEMENT MK RAIL CORPORATION THIRD AMENDMENT DATED AS OF JULY 25, 1996 TO RIGHTS AGREEMENT DATED AS OF JANUARY 19, 1996 AND AMENDED AS OF APRIL 5, 1996 AND AS OF JUNE 20, 1996 AMENDMENT dated as of July 25, 1996 to the Rights Agreement (the "Rights Agreement") dated as of January 19, 1996 and amended as of April 5, 1996 and as of June 20, 1996 between MK Rail Corporation, a Delaware corporation (the "Company"), and Chase Mellon 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 July 24, 1996 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: Subsection l-3 of Section 1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows: (l-3) "MK Creditors" shall mean the creditors of MK who are designated to receive Common Shares of the Company in any case under Title 11 of the United States Code or as a result of any creditor foreclosure. The term MK Creditors shall also include the Liquidating Trust and equity holders of MK who are designated or entitled to receive Common Shares of the Company in any case under Title 11 of the United States Code. 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: MK RAIL CORPORATION By___________________ By: ________________________________ Name: Name: Title: Title: Attest: CHASE MELLON SHAREHOLDER SERVICES, L.L.C. By___________________ By: ________________________________ Name: Name: Title: Title: -----END PRIVACY-ENHANCED MESSAGE-----