-----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, F24DJlydxa6ynseuL26Oo144qEh+4JO7ln2wsWc9UpUGL1afiW3T4+rRVOTCyoUw KspARhUdet/L5GQe4R/1iQ== 0000950142-96-000627.txt : 19961118 0000950142-96-000627.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950142-96-000627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961114 SROS: NASD SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44069 FILM NUMBER: 96664744 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON M H & CO INC/ CENTRAL INDEX KEY: 0000937617 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123713000 MAIL ADDRESS: STREET 2: 885 THIRD AVE SUITE 810 CITY: NEW YORK STATE: NY ZIP: 10022-4834 SC 13D/A 1 SCHEDULE 13DA FOR MK RAIL CORPORATION =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) _______________________ MK RAIL CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 55303T102 (CUSIP Number) _______________________ STEPHEN M. DOWICZ 885 THIRD AVENUE NEW YORK, NY 10022 TEL. NO.: (212) 371-3047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ OCTOBER 21, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. =============================================================================== Page 1 of 10 Pages SCHEDULE 13D CUSIP NO. 55303T102 Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DK Acquisition Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY 8 SHARED VOTING EACH POWER REPORTING PERSON WITH 0 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 55303T102 Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MH Davidson & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY 8 SHARED VOTING EACH POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 55303T102 Page 4 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marvin H. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY 8 SHARED VOTING EACH POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 55303T102 Page 5 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas L. Kempner, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY 8 SHARED VOTING EACH POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 55303T102 Page 6 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen M. Dowicz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY 8 SHARED VOTING EACH POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 55303T102 Page 7 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scott E. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY 8 SHARED VOTING EACH POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 55303T102 Page 8 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael J. Leffell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY 8 SHARED VOTING EACH POWER REPORTING PERSON 0 WITH 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 55303T102 Page 9 of 10 Pages AMENDMENT NO. 1 TO SCHEDULE 13D ------------------------------- This is Amendment No. 1 ("Amendment No.1") to the original statement on Schedule 13D filed by the Davidson Kempner Group, dated September 14, 1996. This Amendment No. 1 reflects the disposition of all of the Common Stock, par value $.01 per share (the "Common Stock"), of MK Rail Corporation, a Delaware corporation (the "Company") previously owned by DKAP. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. - ------ ------------------------------------ (a) None of the Reporting Parties owns beneficially any shares of the Common Stock. (c) DKAP sold the shares of Common Stock in open market transactions on the American Stock Exchange as follows: DATE QUANTITY PRICE/SHARE ---- -------- ----------- 9/17/96 8400 $5.6250 9/18/96 5700 $5.5000 9/19/96 25000 $5.5000 9/23/96 10000 $5.8750 9/24/96 15000 $5.9375 9/25/96 10000 $5.8250 9/25/96 25000 $5.8750 9/26/96 10000 $5.9375 9/26/96 15000 $5.9375 9/27/96 6000 $6.0417 10/14/96 10000 $6.5000 10/15/96 10000 $6.6250 10/21/96 18075 $7.5000 SCHEDULE 13D CUSIP NO. 55303T102 Page 10 of 10 Pages SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 12, 1996 DK ACQUISITION PARTNERS, L.P. By MH Davidson & Co., its general partner By: /S/ THOMAS L. KEMPNER, JR. ----------------------------- Thomas L. Kempner, Jr. General Partner MH Davidson & CO. By: /S/ THOMAS L. KEMPNER, JR. ----------------------------- Thomas L. Kempner, Jr. General Partner /S/ MARVIN H. DAVIDSON ----------------------------- Marvin H. Davidson /S/ THOMAS L. KEMPNER, JR. ----------------------------- Thomas L. Kempner, Jr. /S/ STEPHEN M. DOWICZ ----------------------------- Stephen M. Dowicz /S/ SCOTT E. DAVIDSON ----------------------------- Scott E. Davidson /S/ MICHAEL J. LEFFELL ----------------------------- Michael J. Leffell -----END PRIVACY-ENHANCED MESSAGE-----