-----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, AzSDpraoE03G5gEH/EK1rpWW8hG+dVWO6GLSZroJevFE32lPCSsZMaPl9gl88gUK p9SwTgQVGFcaXNeGAXni6w== 0000950128-98-000861.txt : 19980617 0000950128-98-000861.hdr.sgml : 19980617 ACCESSION NUMBER: 0000950128-98-000861 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980616 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: 11-K SEC ACT: SEC FILE NUMBER: 001-13225 FILM NUMBER: 98648951 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 11-K 1 MOTIVEPOWER INDUSTRIES, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997, or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 33-78660 Full title of the plan: MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MOTIVEPOWER INDUSTRIES, INC. 1200 Reedsdale Street Pittsburgh, Pennsylvania 15233 1 2 MOTIVEPOWER INDUSTRIES, INC. ANNUAL REPORT ON FORM 11-K FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 TABLE OF CONTENTS ----------------- PAGE ---- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS Statements of Net Assets Available for 4 Benefits, With Fund Information, December 31, 1997 and 1996 Statement of Changes in Net Assets 5 Available for Benefits, With Fund Information, for the Year Ended December 31, 1997 Notes to Financial Statements 6 SUPPLEMENTAL SCHEDULES Item 27(a) - Schedule of Assets Held for 12 Investment Purposes (at the end of the plan year) December 31, 1997 Item 27(d) - Schedule of Reportable Transactions 13 for the Year ended December 31, 1997 SIGNATURE 14 EXHIBITS Independent Auditors' Consent 15 2 3 Independent Auditors' Report - ---------------------------- To the MotivePower Industries, Inc. Savings Plan and Participants: We have audited the accompanying statements of net assets available for benefits with fund information of the MotivePower Industries, Inc. Savings Plan as of December 31, 1997 and 1996 and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements referred to above present fairly in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996 and the changes in its net assets available for benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules listed in the table of contents as of December 31, 1997 and for the year ended December 31, 1997 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Grossman Yanak & Ford LLP Grossman Yanak & Ford LLP Pittsburgh, Pennsylvania June 1, 1998 3 4
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION, DECEMBER 31, 1997 AND 1996 FUND INFORMATION ----------------------------------------------------------------------------------- PARTICIPANT DIRECTED ----------------------------------------------------------------------------------- MOTIVEPOWER T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE COMMON STABLE VALUE INTERNATIONAL SCIENCE & SPECTRUM SHORT-TERM STOCK FUND STOCK FUND TECHNOLOGY FUND INCOME FUND BOND FUND ----------- ------------- ------------- --------------- ------------- ------------- (DECEMBER 31, 1997) ASSETS: - ------ Investments, at fair value: MotivePower common stock $2,544,955 $ - $ - $ - $ - $ - Registered investment companies - 2,485,365 1,446,336 2,783,021 1,607,606 499,604 Loans to participants - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Total investments 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606 499,604 ---------- ---------- ---------- ---------- ---------- -------- Receivables: Employer - - - - - - Participant - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Total receivables - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Total assets 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606 499,604 ---------- ---------- ---------- ---------- ---------- -------- LIABILITIES: - ----------- Employer contribution paid in advance - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Net assets available for benefits $2,544,955 $2,485,365 $1,446,336 $2,783,021 $1,607,606 $499,604 ========== ========== ========== ========== ========== ======== (DECEMBER 31, 1996) ASSETS: - ------ Investments, at fair value: MotivePower common stock $ 629,855 $ - $ - $ - $ - $ - Registered investment companies - 2,343,186 1,523,918 3,019,479 1,482,246 520,057 Loans to participants - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Total investments 629,855 2,343,186 1,523,918 3,019,479 1,482,246 520,057 ---------- ---------- ---------- ---------- ---------- -------- Receivables: Employer - - - - - - Participant - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Total receivables - - - - - - ---------- ---------- ---------- ---------- ---------- -------- Total assets 629,855 2,343,186 1,523,918 3,019,479 1,482,246 520,057 ---------- ---------- ---------- ---------- ---------- -------- LIABILITIES: - ----------- Employer contribution paid in advance - - - - - ---------- ---------- ---------- ---------- ---------- -------- Net assets available for benefits $ 629,855 $2,343,186 $1,523,918 $3,019,479 $1,482,246 $520,057 ========== ========== ========== ========== ========== ========
FUND INFORMATION ------------------------------------------------ NON-PARTICIPANT DIRECTED ----------------------------------- ------------ T. ROWE PRICE MOTIVEPOWER SPECTRUM LOAN COMMON GROWTH FUND FUND OTHER STOCK TOTAL ------------- -------- --------- ----------- ----------- (DECEMBER 31, 1997) ASSETS: - ------ Investments, at fair value: MotivePower common stock $ - $ - $ - $2,643,417 $ 5,188,372 Registered investment companies 2,875,782 - - - 11,697,714 Loans to participants - 536,140 - - 536,140 ---------- -------- --------- --------- ----------- Total investments 2,875,782 536,140 - 2,643,417 17,422,226 ---------- -------- --------- --------- ----------- Receivables: Employer - - 51,366 - 51,366 Participant - - 87,048 - 87,048 ---------- -------- --------- --------- ----------- Total receivables - - 138,414 - 138,414 ---------- -------- --------- --------- ----------- Total assets 2,875,782 536,140 138,414 2,643,417 17,560,640 ---------- -------- --------- --------- ----------- LIABILITIES: - ----------- Employer contribution paid in advance - - 278,293 - 278,293 ---------- -------- --------- --------- ----------- Net assets available for benefits $2,875,782 $ 536,140 $(139,879) $2,643,417 $17,282,347 ========== ======== ========= ========= =========== (DECEMBER 31, 1996) ASSETS: - ------ Investments, at fair value: MotivePower common stock $ - $ - $ - $ 873,273 $ 1,503,128 Registered investment companies 2,360,174 - - - 11,249,060 Loans to participants - 312,894 - - 312,894 ---------- -------- --------- --------- ----------- Total investments 2,360,174 312,894 - 873,273 13,065,082 ---------- -------- --------- --------- ----------- Receivables: Employer - - - - - Participant - - 43,050 - 43,050 ---------- -------- --------- --------- ----------- Total receivables - - 43,050 - 43,050 ---------- -------- --------- --------- ----------- Total assets 2,360,174 312,894 43,050 873,273 13,108,132 ---------- -------- --------- --------- ----------- LIABILITIES: - ----------- Employer contribution paid in advance - - 249,800 - 249,800 ---------- -------- --------- --------- ----------- Net assets available for benefits $2,360,174 $312,894 $(206,750) $ 873,273 $12,858,332 ========== ======== ========= ========= ===========
See accompanying notes to the financial statements. 4 5 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
FUND INFORMATION ---------------------------------------------------------------------- PARTICIPANT DIRECTED ---------------------------------------------------------------------- MOTIVEPOWER T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE COMMON STABLE VALUE INTERNATIONAL SCIENCE & SPECTRUM STOCK FUND STOCK FUND TECHNOLOGY FUND INCOME FUND ----------- ------------- ------------- --------------- ------------- Investment income: Dividends $ - $ 143,851 $ 76,388 $ 263,558 $ 113,752 Interest - - - - - Net appreciation (depreciation) in fair value of investments 1,415,252 - (30,130) (225,236) 61,402 ---------- ---------- ---------- ---------- ---------- Total investment income 1,415,252 143,851 46,258 38,322 175,154 ---------- ---------- ---------- ---------- ---------- Contributions: Employer - - - - - Participant directed 165,181 154,275 157,197 277,651 127,004 Participant rollovers 79,601 32,082 - 49,316 7,814 ---------- ---------- ---------- ---------- ---------- Total contributions 244,782 186,357 157,197 326,967 134,818 ---------- ---------- ---------- ---------- ---------- Other 62,304 7,528 3,262 6,612 2,770 ---------- ---------- ---------- ---------- ---------- Total additions 1,722,338 337,736 206,717 371,901 312,742 ---------- ---------- ---------- ---------- ---------- Forfeitures - - - - - Benefits paid to participants (101,653) (177,623) (212,878) (350,301) (193,347) ---------- ---------- ---------- ---------- ---------- Total deductions (101,653) (177,623) (212,878) (350,301) (193,347) ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 1,620,685 160,113 (6,161) 21,600 119,395 Interfund transfers 294,415 (17,934) (71,421) (258,058) 5,965 ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 1,915,100 142,179 (77,582) (236,458) 125,360 Net assets available for benefits: Beginning of year 629,855 2,343,186 1,523,918 3,019,479 1,482,246 ---------- ---------- ---------- ---------- ---------- End of year $2,544,955 $2,485,365 $1,446,336 $2,783,021 $1,607,606 ========== ========== ========== ========== ==========
FUND INFORMATION --------------------------------------------------------------- NON-PARTICIPANT DIRECTED ---------------------------------- --------------- T. ROWE PRICE MOTIVEPOWER SPECTRUM LOAN COMMON GROWTH FUND FUND OTHER STOCK TOTAL -------------- ------- -------- --------------- ----------- Investment income: Dividends $ 290,891 $ - $ - $ - $ 917,384 Interest - 34,280 - - 34,280 Net appreciation (depreciation) in fair value of investments 129,412 - - 1,717,248 3,069,046 ---------- -------- --------- ---------- ----------- Total investment income 420,303 34,280 - 1,717,248 4,020,710 ---------- -------- --------- ---------- ----------- Contributions: Employer - - 51,366 348,864 400,230 Participant directed 269,229 - 87,048 - 1,285,763 Participant rollovers 80,587 - - - 262,092 ---------- -------- --------- ---------- ----------- Total contributions 349,816 - 138,414 348,864 1,948,085 ---------- -------- --------- ---------- ----------- Other 3,798 - - - 87,825 ---------- -------- --------- ---------- ----------- Total additions 773,917 34,280 138,414 2,066,112 6,056,620 ---------- -------- --------- ---------- ----------- Forfeitures - - (28,493) - (28,493) Benefits paid to participants (201,582) (32,815) - (289,906) (1,604,112) ---------- -------- --------- ---------- ----------- Total deductions (201,582) (32,815) (28,493) (289,906) (1,632,605) ---------- -------- --------- ---------- ----------- Net increase (decrease) 572,335 1,465 109,921 1,776,206 4,424,015 Interfund transfers (56,727) 221,781 (43,050) (6,062) - ---------- -------- --------- ---------- ----------- Net increase (decrease) 515,608 223,246 66,871 1,770,144 4,424,015 Net assets available for benefits: Beginning of year 2,360,174 312,894 (206,750) 873,273 12,858,332 ---------- -------- --------- ---------- ----------- End of year $2,875,782 $536,140 $(139,879) $2,643,417 $17,282,347 ========== ======== ========= ========== ===========
See accompanying notes to the financial statements. 5 6 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of the Company and the Plan --------------------------------------- MotivePower Industries, Inc. and its subsidiaries (collectively, the "Company") is a leader in the manufacturing of products for rail and other power-related industries. Through its subsidiaries, the Company manufactures and distributes engineered locomotive components and parts; provides locomotive fleet maintenance; overhauls and remanufactures locomotives; manufactures environmentally friendly switcher, commuter and mid-range DC and AC traction, diesel-electric and liquefied natural gas locomotives up to 4,000 horsepower; and manufactures components for power, marine and industrial markets. The Company's primary customers are freight and passenger railroads, including every Class I railroad in North America. On November 28, 1997, the Company acquired certain assets and liabilities of Jomar, an Illinois based manufacturer of locomotive brake rigging and other related components. On December 2, 1997, the Company acquired all the outstanding shares of Microphor, a California based manufacturer of self-contained sanitation and waste retention systems. The acquisitions did not have a material impact to the MotivePower Industries, Inc. Savings Plan's net assets available for benefits as of December 31, 1997. The following description of the MotivePower Industries, Inc. Savings Plan (the "Plan"), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan. General The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is administered by a Committee appointed by the Board of Directors or the Chief Executive Officer of the Company. The Committee as named fiduciary, has all powers necessary to carry out the provisions of the Plan and to satisfy the requirements of any applicable law. The Committee establishes among other things the funding policy of the plan. T. Rowe Price Trust Company (the "Trustee") serves as trustee of the Plan. The Trustee is custodian of the Plan's assets and invests all contributions to the Plan as directed by the Committee and/or the Participants. T. Rowe Price Retirement Plan Services, Inc. (the "Record Keeper") serves as recordkeeper of the Plan. The Plan is composed of eight funds: the MotivePower Industries, Inc. Common Stock Fund which invests exclusively in the stock of MotivePower Industries, Inc.; the T. Rowe Price Stable Value Fund, which invests primarily in investment contracts issued by insurance companies and banks; the T. Rowe Price International Stock Fund, which invests in the stock of foreign companies; the T. Rowe Price Science & Technology Fund, which invests in companies in a wide range of industries including computers, genetic engineering, communications, health care and waste management; the T. Rowe Price Spectrum Income Fund, which invests in up to seven 6 7 T. Rowe Price Funds selecting from a variety of income instruments including: treasuries, GNMAs, and high quality bonds; high yield bonds; foreign issues; and dividend paying stocks; the T. Rowe Price Short-Term Bond Fund, which invests in short- and intermediate-term securities, focusing on high quality treasuries, certificates of deposit, and finance industry bonds; the T. Rowe Price Spectrum Growth Fund, which invests in up to seven T. Rowe Price Funds selecting from domestic and international stocks and money market securities; and a Participant Loan Fund. Participants may transfer balances between funds daily. The investments in the Plan are subject to market risk related to the underlying securities. Participation Participation in the Plan is extended to substantially all salaried and hourly employees regularly employed by the Company and not covered under the terms of collective bargaining agreements. An eligible employee may become a Participant in the Plan by completing an enrollment form whereby the employee authorizes regular salary deferrals for each pay period which the Company shall then contribute to the Plan. These contributions are excluded from the Participants' taxable income for federal income tax purposes until received as a withdrawal or distribution from the Plan. A Participant may direct the Company to increase or decrease the percentage of salary deferrals as soon as practicable after written notice has been delivered. Contributions The Plan provides that a Participant may elect to defer up to the lesser of 15% of salary or the applicable limit established by Internal Revenue Service Code Section 402(g) ($9,500 for the 1997 calendar year). The Plan also provides that certain limitations may be imposed on Participant contributions in order to comply with statutory requirements. Effective January 1, 1997 the Company made basic contributions, in an amount equal to 1% of an eligible employee's gross salary and on July 1, 1997 the Company increased those basic contributions equal to 2% of an eligible employee's gross salary. The Company basic contributions are in the form of Company stock. Beginning January 1, 1998 the Company will make matching contributions, in the form of Company stock, of 50% of an eligible employee's contributions into the Plan to a maximum total of 3% of eligible gross wages. Company basic contributions may not be directed by the Participant while Company matching contributions may be redirected by the Participant once contributed into the Plan. 7 8 Withdrawals All Participants are permitted to make withdrawals from the Plan subject to provisions in the Plan document. Inactive or terminated Participants may request a lump sum distribution. Investment Elections Each Participant may direct salary deferral contributions to be invested in one or more of the eight funds described above. A Participant may change such allocation and/or transfer all or a portion of the value of his or her account, in minimum increments of 1% by notifying the Trustee. Valuation All of a Participant's salary deferral contributions are credited to his or her account. The value of each of the separate funds is determined on each valuation date (daily). The Record Keeper then determines the value and increases or decreases each Participant's account to reflect his or her proportionate interest in each of the funds. A Participant's interest is represented by shares in each fund. Any cash or stock dividend received on shares of Company stock shall be allocated to Participants' accounts. Vesting Participants' salary deferral contributions and Company basic contributions are fully vested at all times. With respect to vesting of Company matching contributions, upon completion of five years of service or after attaining Normal Retirement Date (age 65) or by reason of disability or death, a Participant shall become fully vested. Participants are credited with years of service based on years of service with the Company, the previous parent of the Company, subsidiaries of the Company, and subsidiaries acquired through acquisitions depending on the terms of the acquisition agreement. A Participant with less than five years of service shall vest in Company matching contributions according to the following schedule: Years of Service Vesting Percentage ---------------- ------------------ Less than 1 0% 1 but less than 2 20% 2 but less than 3 40% 3 but less than 4 60% 4 but less than 5 80% 5 or more 100% Amounts contributed through salary deferrals may be withdrawn by or distributed to a Participant only (1) upon termination of employment or (2) upon attaining the age of 59-1/2. Upon proof, to the satisfaction of the Committee, of an immediate and heavy financial need, amounts in the salary deferral account may be withdrawn for a hardship purpose. Certain income tax penalties may apply to withdrawals or distributions prior to age 59-1/2. 8 9 Forfeitures When certain terminations of participation in the Plan occur, the nonvested portion of a Participant's account, as defined by the Plan, generally results in a forfeiture. Such forfeitures are available to reduce subsequent Company matching contributions to the Plan. It is the Plan's intention to begin utilizing such forfeitures in the first quarter of 1998 to reduce subsequent Company matching contributions. At December 31, 1997 and 1996, unallocated forfeitures totaled $278,293 and $249,800, respectively. However, if upon reemployment, the former Participant fulfills certain requirements, as defined in the Plan, the previously forfeited nonvested portion of the Participant's account will be restored through Company contributions. Participant forfeitures are invested in the T. Rowe Price Stable Value Fund. Loans to Participants The Plan allows for loans to Participants. A Participant may apply for and obtain a loan in an amount as defined in the Plan (not less than $1,000 and not greater than $50,000 or 50% of his or her vested account balance) from their account balance. The loans are repaid over a period not exceeding five years; with respect to a loan for the purchase of a primary residence the term may exceed five years. Interest is charged at a rate deemed reasonable by the Committee. Payments of principal and interest are credited to the Participant's account. Participants may have only one outstanding loan at any time. Plan Termination The Company has the right to suspend contributions to the Plan or to terminate or modify the Plan from time to time. In the event that the Plan is terminated or contributions by the Company are discontinued, each Participant's Company contribution account will be fully vested. Benefits under the Plan are provided solely from the Plan assets. 2. Summary of Significant Accounting Policies ------------------------------------------ Basis of Accounting The financial statements of the Plan are prepared under the accrual basis of accounting. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results may differ from those estimates. Valuation of Investments The Plan's shares of common stock and registered investment companies are presented at fair market value, which is based on published market quotations. Loans to Participants are valued at cost, which approximates fair value. In 1996, the Plan adopted the American Institute of CPA's Statement of Position 94-4 "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans". Adoption of this statement had no effect on the net assets available for benefits or changes therein. 9 10 Measurement Date Purchases and sales of securities are recorded on a trade-date basis. Expenses The Company has paid all costs and expenses incurred in the administration of the Plan. Payment of Benefits Benefits are recorded when paid. Reclassifications Certain previously reported amounts have been reclassified to conform to the 1997 presentation. 3. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits as reflected in the financial statements to the Form 5500 for the 1997 and 1996 Plan year:
1997 1996 ---------------- ---------------- Net assets available for benefits per the financial statements $17,282,347 $12,858,332 Less amounts allocated to withdrawing Participants 31,568 122,183 ---------------- ---------------- Net assets available for benefits per the Form 5500 $17,250,779 $12,736,149 ================ ================
The following is a reconciliation of benefits paid to Participants as reflected in the financial statements to the Form 5500 for the 1997 Plan year.
1997 ---------------- Benefits paid to Participants per the financial statements $1,604,112 Add: Amounts allocated to withdrawing Participants at December 31, 1997 31,568 Less: Amounts allocated to withdrawing Participants at December 31, 1996 (122,183) ---------------- Benefits paid to Participants per the Form 5500 $1,513,497 ================
Amounts allocated to withdrawing Participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. 10 11 4. Tax Status The Plan obtained its latest determination letter on February 12, 1996 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code and that therefore, the Plan qualified under Section 401(a) of the Code as of December 31, 1995. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. Investments Exceeding 5% of Net Assets The Plan's investments which exceeded 5% of net assets available for benefits are as follows:
December 31, ------------ 1997 1996 ------------ ------------- MotivePower Industries, Inc. Common Stock $ 5,188,372 $ 1,503,128 T. Rowe Price Stable Value Fund 2,485,365 2,343,186 T. Rowe Price International Stock Fund 1,446,336 1,523,918 T. Rowe Price Science & Technology Fund 2,783,021 3,019,479 T. Rowe Price Spectrum Income Fund 1,607,606 1,482,246 T. Rowe Price Spectrum Growth Fund 2,875,782 2,360,174
6. Litigation Settlement --------------------- In 1997, the Plan, as a former shareholder of Morrison Knudsen, received a settlement award related to the class action shareholder litigation suit brought against the Company's former parent, Morrison Knudsen. The total award of $87,825 has been reflected as an other addition in the 1997 statement of changes in net assets available for benefits. 11 12 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN EIN: 82-0461010 PLAN NUMBER: 001 ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (AT THE END OF THE PLAN YEAR) DECEMBER 31, 1997 - --------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - -------- -------- -------- -------- -------- DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE ----------------------- --------------------------------- ---- ----- COMMON STOCK ------------ * MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 223,155.785 Shares $ 2,294,643 $ 5,188,372 ------------- ------------- REGISTERED INVESTMENT COMPANIES ------------------------------- * T. Rowe Price Trust Company T. Rowe Price Stable Value Fund 2,485,365 Shares 2,485,365 2,485,365 * T. Rowe Price Trust Company T. Rowe Price International Stock Fund 107,774.674 Shares 1,357,406 1,446,336 * T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 102,091.747 Shares 2,667,880 2,783,021 * T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 137,873.573 Shares 1,499,312 1,607,606 * T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund 106,752.926 Shares 503,475 499,604 * T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 180,526.195 Shares 2,501,291 2,875,782 ------------- ------------- 11,014,729 11,697,714 ------------- ------------- LOAN FUND --------- * Participant Loans Various Loans; 8.0% to 10.0%, due 12 to 120 months from date of loan - 536,140 ------------- ------------- $ 13,309,372 $ 17,422,226 ============= =============
* Party-in-Interest Note: Cost of participant loans is $-0- as indicated in the instructions to Form 5500 - item 27 (a). 12 13 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN EIN: 82-0461010 PLAN NUMBER: 001 ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS DECEMBER 31, 1997 - -------------------------------------------------------------------------------- SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
Column A Column B Column C Column D Column G Column H Column I -------- -------- -------- -------- -------- -------- -------- Current Value Identity of Purchase Selling Cost of Asset on Net Gain Party Involved Description of Asset Price Price of Asset Transaction Date or (Loss) -------------- -------------------- ----- ----- -------- ---------------- --------- T. Rowe Price Trust Company T. Rowe Price Stable Value Fund $ 511,278 $ 511,278 $ 511,278 $ 369,378 369,378 369,378 $ - T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 753,650 753,650 753,650 764,871 703,208 764,871 61,663 T. Rowe Price Trust Company T. Rowe Price International Stock Fund 324,479 324,479 324,479 371,930 323,979 371,930 47,951 T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 359,890 359,890 359,890 295,932 285,128 295,932 10,804 T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 800,322 800,322 800,322 413,459 342,103 413,459 71,356 MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 1,072,217 1,072,217 1,072,217 519,359 263,444 519,359 255,915
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have been omitted because there is no information to report. 13 14 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN By: MOTIVEPOWER INDUSTRIES, INC. Plan Administrator Date June 15, 1998 By /s/ SCOTT WAHLSTROM ---------------------- ------------------------------------- Scott Wahlstrom Vice President of Human Resources 14 EX-23 2 MOTIVEPOWER INDUSTRIES, INC. 1 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-75640 of MotivePower Industries, Inc. on Form S-8 of our report dated June 1, 1998 appearing in this Annual Report on Form 11-K of the MotivePower Industries, Inc. Savings Plan for the year ended December 31, 1997. /s/ Grossman Yanak & Ford LLP Grossman Yanak & Ford LLP Pittsburgh, Pennsylvania June 15, 1998 15 -----END PRIVACY-ENHANCED MESSAGE-----