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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
MK Rail Corporation
-------------------
(Name of Issuer)
Common Stock, par value $ .01
-----------------------------
(Title of Class of Securities)
55305T-100
----------
(CUSIP Number)
Carl Krasik, Esquire
Mellon Bank Corporation
1910 One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
(412) 234-5222
------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 11, 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
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement [ X ].
- ------------
* The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
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CUSIP NO. 55305T-100
1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of
Above Persons
Mellon Bank Corporation
I.R.S. No. 25-1233834
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place of Organization Pennsylvania
Number of (7) Sole Voting Power 374,859
Shares Bene-
ficially (8) Shared Voting Power 0
Owned by
Each Report- (9) Sole Dispositive Power 374,859
ing Person
With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
374,859
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13) Percent of Class Represented by Amount in Row (11) 2.1%
14) Type of Reporting Person (See Instructions) HC
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CUSIP NO. 55305T-100
1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of
Above Persons
Mellon Bank, N.A.
I.R.S. No. 25-0659306
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3) SEC Use Only
4) Source of Funds (See Instructions) 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place of Organization United States
Number of (7) Sole Voting Power 374,859
Shares Bene-
ficially (8) Shared Voting Power 0
Owned by
Each Report- (9) Sole Dispositive Power 374,859
ing Person
With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
374,859
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13) Percent of Class Represented by Amount in Row (11) 2.1%
14) Type of Reporting Person (See Instructions) BK
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of MK Rail Corporation, a Delaware
corporation (the "Issuer").
The principal executive offices of the Issuer are located at 1200
Reedsdale Street, Pittsburgh, Pennsylvania, 15233.
Item 2. Identity and Background.
This statement is being filed by Mellon Bank Corporation ("Mellon"), a
bank holding company organized and existing under the laws of the Commonwealth
of Pennsylvania, and its wholly owned subsidiary, Mellon Bank, N.A. ("Mellon
Bank"), a national banking association organized and existing under the Federal
laws of the United States of America.
The principal office of Mellon is One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258.
The principal office of Mellon Bank is c/o Mellon Bank Corporation, One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
Exhibit 1 filed herewith and incorporated herein by reference lists (a)
the names of the directors and executive officers of Mellon and Mellon Bank,
(b) their present principal occupation or employment and (c) the name and (if
other than Mellon or Mellon Bank) the principal business and address of any
corporation or other organization in which such employment is conducted. The
business address of each of such persons is c/o Mellon Bank Corporation, One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258. Each of such persons is a
citizen of the United States.
During the last five years none of Mellon, Mellon Bank, nor any person
identified in Exhibit 1 has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has Mellon, Mellon Bank or
any of such persons been a party to any civil proceeding of a judicial or
administrative body, the result of which was to subject such person to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On August 26, 1996 a plan of reorganization of Morrison Knudsen
Corporation, a Delaware corporation ("MK"), was confirmed, effective as of
September 11, 1996, pursuant to the provisions of Chapter 11 of the United
States Bankruptcy Code (the "Plan"). Immediately prior to confirmation of the
Plan, Morrison-Knudsen Corporation, an Ohio corporation and a subsidiary of MK
("MKO"), owned of record 11,149,000 shares, representing 63.5%, of the Common
Stock of the Issuer. Pursuant to the provisions of the Plan, entities then
holding certain claims against MK (the "Secured Claims") will receive, inter
alia, between 55.36% and 100% of the Common Stock of the Issuer which had been
owned by MKO, in exchange for the relinquishment of the Secured Claims. The
percentage actually acquired by such holders of Secured Claims will be
determined as of the Rights Expiration Date (as hereinafter defined) dependent
upon the extent to which rights under the Rights Offering (as hereinafter
defined) are exercised.
Pursuant to the Plan, (a) holders of the common stock of MK and (b)
holders of certain litigation claims against MK are granted rights (the
"Rights") to purchase the right to receive up to 44.64% of the distributions to
be made under the Plan to the holders of Secured Claims (thereby proportionately
reducing the amount of such distributions which are available for distribution
to holders of the Secured Claims), including the Common Stock of the Issuer to
be distributed thereunder (the "Rights Offering"). It is expected that the
Rights Offering will terminate at 5:00 p.m. Eastern Time on September 27, 1996
(the "Rights Expiration Date").
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Mellon Bank held a Secured Claim and pursuant to the Plan would receive
334,359 shares of Common Stock if none of the Rights are exercised. If all of
the Rights are exercised, Mellon Bank would receive 55.36% of such amount, or
approximately 185,101 shares of Common Stock.
Item 4. Purpose of Transaction.
Mellon will acquire shares of the Common Stock pursuant to the Plan as
described in Item 3 above. Except as described in Item 6 below, none of
Mellon, Mellon Bank, nor to their knowledge any of the persons identified in
Exhibit 1, has any present plans or proposals which relate to or would result
in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Mellon Bank reserves the right to exercise any or all rights under the
Stockholders' Agreement (as described in Item 6 below), and each of Mellon and
Mellon Bank reserves the right to acquire additional securities of the Issuer
or to sell securities of the Issuer.
Item 5. Interest in Securities of the Issuer.
As of September 11, 1996, Mellon Bank, acting in a fiduciary capacity,
had sole voting and investment power over 40,500 shares of Common Stock. If
none of the Rights are exercised pursuant to the Rights Offering, upon the
distribution of Common Stock to the holders of Secured Claims pursuant to the
Plan, which is expected to occur within 60 days, Mellon Bank would beneficially
own approximately 374,859 shares of Common Stock, representing approximately
2.1% of the outstanding shares (based on 17,562,793 shares of Common Stock
outstanding at July 31, 1996). If the Rights are exercised in full, then upon
such distribution, Mellon Bank would beneficially own approximately 225,601
shares of Common Stock, representing approximately 1.3% of the outstanding
shares. Mellon may be deemed the indirect beneficial owner of the shares of
Common Stock beneficially owned by Mellon Bank.
Page 5 of 10 Pages
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Subject to the Stockholders Agreement described in Item 6 below, Mellon
Bank will have sole voting and dispositive power over the shares of Common
Stock to be distributed to it pursuant to the Plan.
Except for Mellon Bank's acquisition of a right to receive a
distribution of Common Stock as a result of the Plan, neither Mellon nor Mellon
Bank has effected any transaction in Common Stock during the past 60 days.
No person other than Mellon Bank will have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock to be distributed to Mellon Bank pursuant to the
Plan, and no person other than Mellon Bank has such right or power with respect
to the remaining shares of Common Stock beneficially owned by Mellon Bank.
Based upon information provided by such persons, none of the directors
or executive officers of Mellon or Mellon Bank beneficially owned any Common
Stock of the Issuer as of September 11, 1996, and none of such persons has
effected any transactions in the Common Stock during the past 60 days.
As described in Item 6 below, each person receiving a distribution of
Common Stock pursuant to the Plan or the Rights Offering will be deemed to have
become a party to the Stockholders Agreement described in Item 6. The maximum
aggregate number of shares of Common Stock which may be distributed to such
persons, including Mellon Bank, pursuant to the Plan is 11,149,000 shares of
Common Stock, or approximately 63.5% of the outstanding shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
MK and the Issuer are parties to a certain stockholders agreement dated
as of June 20, 1996, as amended on July 25, 1996 (the "Stockholders Agreement").
Pursuant to the Plan, persons and entities who or which receive shares of the
Common Stock of Issuer, including holders of the Secured Claims, will be deemed
to be bound by the terms of the Stockholders Agreement, pursuant to which, inter
alia, certain registration rights are granted to such stockholders (the
"Registrable Securities Holders"). Pursuant to the Stockholders Agreement, the
Registrable Securities Holders agree that until the second anniversary of the
Distribution Date (as hereinafter defined), such Registrable Securities Holders
(i) will vote all of such holder's Common Stock of the Issuer acquired pursuant
to the Plan in favor of the Issuer's board of director nominees and against the
removal of any existing member of the Issuer's board of directors (other than
for cause) at any meeting of stockholders or in any written action, and (ii)
will take all other necessary or desirable action within such holder's control
(including, but not limited to, attendance at annual or special meetings of the
Issuer in person or by proxy for purposes of obtaining a quorum) to elect such
nominees and to vote against the removal of the existing members of Issuer's
board of directors (together with the restrictions set forth in the immediately
preceding section (i), the "Voting Restrictions"). Under the Stockholders
Agreement, Registrable Securities Holders agree that without the prior written
consent of the Issuer, until either (i) ninety (90) days prior to the scheduled
date of the stockholders meeting to be held pursuant to the Meeting Notice (as
hereinafter defined) or (ii) the second anniversary of the Distribution Date (as
hereinafter defined) if no Meeting Notice has been given, no Registrable
Securities Holder may (i) solicit proxies (as such terms are defined in Rule
14a-1 under the Securities Exchange Act of 1934 (the "Exchange Act")), whether
or not such solicitation is exempt under 14a-2 under the Exchange Act, with
respect to any matter from holders of any shares of common or preferred stock of
the Issuer, or any securities convertible into or exchangeable for or
exercisable (whether currently or upon the occurrence of any contingency) for
the purchase of any such capital stock, or make any communication exempted from
the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange Act,
or (ii) initiate, or induce or attempt to induce any other person or group (as
defined in Section 13(d)(3) of the Exchange Act) to initiate, any stockholder
proposal or tender offer for securities of the Issuer or any subsidiary thereof,
any change of control of the Issuer or any subsidiary thereof or the convening
of a stockholders' meeting of the Issuer or any subsidiary thereof, or (iii)
otherwise seek or propose (or request permission to propose) to influence or
control the management or policies of the Issuer or any subsidiary thereof
(together with the restrictions set forth in the immediately preceding sections
(i) and (ii), the "Proxy and Tender Offer Restrictions"). The Stockholders
Agreement
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provides that the Voting Restrictions and the Proxy and
Tender Offer Restrictions shall terminate at such time prior to the second
anniversary of the Distribution Date, if ever, that the Common Stock held by
the Registrable Securities Holders constitutes less than 15% of the outstanding
Common Stock.
Under the Stockholders Agreement the Registrable Securities Holders
have the right, subject to satisfaction of certain notice requirements detailed
below, to require the board of directors of the Issuer to call a meeting of the
stockholders of the Issuer for the purpose of holding a vote of such
stockholders to fill vacancies and/or newly-created positions on the board of
directors of the Issuer which, when filled, would constitute a majority of the
Issuer's board of directors. In order to be effective, notice of the
requirement of such a meeting (the "Meeting Notice") must be executed by
Registrable Securities Holders owning common stock of the Issuer acquired
pursuant to the Plan constituting at least 15% of the common stock of the
Issuer outstanding as of the 90th day prior to the second anniversary of the
date that such stockholders acquired the common stock of the Issuer pursuant to
the Plan (the "Distribution Date"). Further, the Meeting Notice must be
delivered not more than 120 days nor less than 90 days prior to the second
anniversary of the Distribution Date.
Mellon Bank has no present plans to participate in the giving of a
Meeting Notice, although it reserves the right to do so. Other than as
disclosed in this Item 6, none of Mellon, Mellon Bank, nor to their knowledge
any of the persons identified in Exhibit 1 has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of the Issuer of the nature described in Item 6 of Schedule 13D.
Item 7. Material to be Filed as Exhibits.
1. Information Concerning Directors and Executive Officers of the
Reporting Persons.
2. Stockholders Agreement dated as of June 20, 1996 between MK Rail
Corporation and Morrison Knudsen Corporation (filed as Exhibit 10.2 to the
Current Report on Form 8-K of MK Rail Corporation dated July 3, 1996 and
incorporated herein by reference thereto).
3. First Amendment to Stockholders Agreement dated as of July 25, 1996
between MK Rail Corporation and Morrison Knudsen Corporation (filed as Exhibit
10.4 to the Current Report on Form 8-K of MK Rail Corporation dated September
10, 1996 and incorporated herein by reference thereto).
Page 7 of 10 Pages
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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.
MELLON BANK CORPORATION
By /s/ Steven G. Elliott
---------------------------------------
Steven G. Elliott
Vice Chairman, Chief Financial
Date: September 18, 1996 Officer and Treasurer
MELLON BANK, N.A.
By /s/ Steven G. Elliott
---------------------------------------
Steven G. Elliott
Vice Chairman and Chief
Date: September 18, 1996 Financial Officer
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EXHIBIT 1
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
OF MELLON BANK CORPORATION AND MELLON BANK, N.A.
DIRECTORS OF MELLON AND MELLON BANK
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME, PRINCIPAL BUSINESS AND ADDRESS OF
NAME ORGANIZATION IN WHICH CONDUCTED
Dwight L. Allison, Jr. Private Investor; formerly Chief Executive
Officer of The Boston Company (a subsidiary of
Mellon)
Burton C. Borgelt Chairman of the Board, Dentsply International,
Inc. (manufacturer of artificial teeth and
consumable dental products), 570 West College
Avenue, York, PA 17405-0872
Carol R. Brown President, The Pittsburgh Cultural Trust
(cultural and economic growth organization), 125
Seventh Street, Suite 500, Pittsburgh, PA
15222-3411
Frank V. Cahouet Chairman, President and Chief Executive Officer
of Mellon and Mellon Bank
J.W. Connolly Retired; formerly Senior Vice President of H.J.
Heinz Company (food manufacturer)
Charles A. Corry Retired; formerly Chairman and Chief Executive
Officer of USX Corporation (energy and steel)
C. Frederick Fetterolf Retired; formerly President and Chief Operating
Officer of Aluminum Company of America (aluminum
and chemicals)
Ira J. Gumberg President and Chief Executive Officer, J.J.
Gumberg Co. (real estate management and
development), 1051 Brinton Road, Pittsburgh, PA
15221-4599
Pemberton Hutchinson Retired; formerly Chairman of Westmoreland Coal
Company (coal mining company)
Rotan E. Lee Attorney, Sherr, Joffe & Zuckerman, P.C. (full
service law firm), 200 Four Falls Corporate
Center, Suite 400, West Conshohocken, PA
19428-0800
Andrew W. Mathieson Executive Vice President, Richard K. Mellon and
Sons (investments and philanthropy), 500 Grant
Street, Suite 4106, Pittsburgh, PA 15219-2502
Edward J. McAniff Partner, O'Melveny & Myers, (full service law
firm), 400 South Hope Street, Suite 1700, Los
Angeles, CA 90071
Robert Mehrabian President, Carnegie Mellon University, (private
co-educational research institution), 5000
Forbes Avenue, Pittsburgh, PA 15213
Seward Prosser Mellon President and Chief Executive Officer, Richard
K. Mellon and Sons (investments) and Richard
King Mellon Foundation (philanthropy), Box RKM,
Ligonier, PA 15658-0780
Page 9 of 10 Pages
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME, PRINCIPAL BUSINESS AND ADDRESS OF
NAME ORGANIZATION IN WHICH CONDUCTED
David S. Shapira Chairman and Chief Executive Officer, Giant
Eagle, Inc. (retail grocery store chain), 101
Kappa Drive, Pittsburgh, PA 15238-2809
W. Keith Smith Vice Chairman - Mellon Trust of Mellon and
Mellon Bank; Chairman and Chief Executive
Officer of The Boston Company (a subsidiary of
Mellon); Chairman of The Dreyfus Corporation (a
subsidiary of Mellon Bank)
Joab L. Thomas President Emeritus, The Pennsylvania State
University (major public research university)
Wesley W. von Schack Chairman, President and Chief Executive Officer,
New York State Electric and Gas Corporation
(electric and gas utility), 4500 Vestal Parkway
East, Binghamton, NY 13903
William J. Young Retired; formerly President, Portland Cement
Association (trade association for the Portland
Cement Industry)
OTHER EXECUTIVE OFFICERS OF MELLON AND MELLON BANK
NAME TITLE
Christopher M. Condron Vice Chairman - Deputy Director Mellon Trust of
Mellon and Mellon Bank; President and Chief
Executive Officer of The Dreyfus Corporation (a
subsidiary of Mellon Bank)
Steven G. Elliott Vice Chairman, Chief Financial Officer and
Treasurer of Mellon; Vice Chairman and Chief
Financial Officer of Mellon Bank
Michael K. Hughey Senior Vice President and Controller of Mellon;
Senior Vice President, Director of Taxes and
Controller of Mellon Bank
Jeffery L. Leininger Vice Chairman - Specialized Commercial Banking
of Mellon and Mellon Bank
David R. Lovejoy Vice Chairman - Financial Markets and Corporate
Development of Mellon and Mellon Bank
Martin G. McGuinn Vice Chairman - Retail Financial Services of
Mellon and Mellon Bank
Keith P. Russell Vice Chairman of Mellon and Mellon Bank
Jamie B. Stewart, Jr. Vice Chairman - Global Corporate and
Institutional Banking of Mellon and Mellon Bank
Page 10 of 10 Pages
