SECURITIES AND EXCHANGE COMMISSION OMB
WASHINGTON, D.C. 20549 APPROVAL
_____________
OMB Number:
SCHEDULE 13D 3235-0145
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)*
MotivePower Industries, Inc., f/k/a MK Rail Corporation
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- ---------------------------------------------------------------------------
(Title of Class of Securities)
55305T102
- -------------------------------------------------------------------------------
(CUSIP Number)
Judith Welcom, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 31, 1997
- -----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D 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 / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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 "Exchange Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(continued on following pages)
(Page 1 of 3 Pages)
SCHEDULE 13D
CUSIP NO.55305T102 PAGE 2 OF 3 PAGES
------------ --- ---
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
#13-2740599
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 156,372
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 156,372
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,372
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 55305T102 Page 3 of 3 Pages
--------- --- ---
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
#13-5674085
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 156,372
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 156,372
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,372
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to the common stock, $.01
par value per share ("Common Stock"), of MotivePower Industries, Inc., f/k/a
MK Rail Corporation, a Delaware corporation ("MotivePower"), and is being
filed on behalf of the Reporting Persons to amend the Schedule 13D previously
filed by them on September 23, 1996 (the "Schedule 13D"). The principal
executive office of MotivePower is 1200 Reedsdale Street, Pittsburgh, PA
15233. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the respective meanings set forth in the Schedule
13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of Schedule 13D is hereby amended to reflect that, as of October
31, 1997, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a
registered broker-dealer, is the beneficial owner of 156,372 shares of the
Common Stock of MotivePower.
Item 2 of Schedule 13D is further amended by replacing Schedule A
referred to therein with the amended Schedule A attached hereto, and by
replacing the term "MK Rail" with the term "MotivePower" throughout Item 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of Schedule 13D is hereby amended by deleting the first paragraph
thereof and replacing it with the following:
Pursuant to an order of the United States Bankruptcy Court for the
District of Delaware, dated August 26, 1996, the First Amended Plan of
Reorganization of Morrison Knudsen Corporation ("MKC") under Chapter 11 of
the Bankruptcy Code (the "Plan") was confirmed. Under the Plan, MLPF&S
received 555,972 shares of Common Stock of MotivePower pursuant to the Plan.
Item 3 of Schedule 13D is further amended by replacing the term "MK
Rail" with the term "MotivePower" throughout Item 3.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is hereby amended by deleting the phrase "became
entitled to the approximately 579,979.27 shares" in the first clause of the
first sentence thereof and replacing it with the phrase "received the 555,972
shares".
Item 4 of Schedule 13D is further amended by replacing the term "MK
Rail" with the term "MotivePower" throughout Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of Schedule 13D is amended hereby by replacing the term "MK Rail"
with the term "MotivePower" throughout Item 5. In addition, the following
specific amendments are made to Items 5(a)-(f) of Schedule 13D:
(a) Item 5(a) of Schedule 13D is amended by deleting the first paragraph
thereof and replacing it with the following:
Following the confirmation of the Plan on September 14, 1996, the
Reporting Persons received 555,972 shares of Common Stock of
MotivePower, which amount constituted approximately 3.1% of the
total amount of Common Stock of MotivePower then outstanding (based upon
MotivePower's quarterly report for the period ended June 30, 1996).
(b) Item 5(b) of Schedule 13D is amended by deleting the text of Item 5(b)
and replacing it with the following:
As of October 31, 1997, the Reporting Persons have shared power to
vote or direct the vote and dispose or direct the disposition of 156,372
shares of Common Stock of MotivePower.
(c) Item 5(c) of Schedule 13D is amended by deleting the text of Item 5(c)
and replacing it with the following:
During the 60 calendar day period ending on October 31, 1997,
MLPF&S effected the following sales of the Common Stock of MotivePower,
all of which were effected on the New York Stock Exchange:
Date Total Amount of Shares Average Price per Share
-------- ---------------------- -----------------------
09/30/97 25,000 25.06
10/01/97 5,100 25.23
10/03/97 8,600 25.96
10/08/97 2,000 25.00
10/17/97 81,500 25.75
10/20/97 110,000 26.66
10/21/97 100,000 27.63
10/22/97 16,000 28.50
10/28/97 4,300 25.50
10/29/97 22,600 26.00
10/30/97 24,500 25.03
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended by replacing the term "MK
Rail" with the term "MotivePower" throughout Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SCHEDULE A
Certain Information Concerning the Executive Officers and
---------------------------------------------------------
Directors of Merrill Lynch & Co., Inc.
--------------------------------------
Except where indicated, each of the persons named below is a citizen of
the United States of America. For each person whose principal employment is
with ML&Co., the principal address of such person is described under Item 2
above.
Name/Position Present Principal Occupation
- ------------- ----------------------------
Herbert M. Allison, Jr. Same
President, COO and Director
William O. Bourke (1) Former Chairman and Chief Executive Officer,
Director Reynolds Metals Company
Worley H. Clark (2) Former Chairman and Chief Executive Officer,
Director Nalco Chemical Company
Michael J. Castellano Same
Senior VP and Controller
Jill K. Conway (3) Visiting Scholar, Massachusetts Institute of
Director Technology
Thomas W. Davis Same
Exec. VP, Corporate and
Institutional Client Group
Edward L. Goldberg Same
Exec. VP, Operations,
Services and Technology
Stephen L. Hammerman Same
Vice Chairman, Director
and General Counsel
Earle H. Harbison, Jr. (4) Chairman, Harbison Corporation
Director
George B. Harvey (5) Former Chairman and CEO, Pitney Bowes Inc.
Director
William R. Hoover (6) Chairman of the Executive Committee, Consultant
Director and Former Chairman and Chief Executive Officer,
Computer Sciences Corp.
Jerome P. Kenney Same
Exec. VP, Corp. Strategy
and Research
David H. Komansky Same
Chairman of the Board and CEO
Robert P. Luciano (7) Chairman, Schering-Plough Corporation
Director
David K. Newbigging (8) Chairman, Equitas Holdings Limited
Director
E. Stanley O'Neal Same
Exec. VP, Corporate and
Institutional Client Group
Aulana L. Peters (9) Partner of Gibson, Dunn & Crutcher LLP
Director
John J. Phelan, Jr. (10) Senior Advisor, Boston Consulting Group
Winthrop H. Smith, Jr. Same
Exec. VP, Chairman,
Merrill Lynch International
John L. Steffens Same
Vice Chairman and Director
William L. Weiss (11) Chairman Emeritus, Ameritech Corporation
Director
Joseph T. Willett Same
Senior VP, CFO
Arthur H. Zeikel (12) Same
Executive Vice President,
Merrill Lynch Asset
Management Group
_____________
1 c/o Corporate Secretary
Merrill Lynch & Co., Inc.
100 Church Street
New York, NY 10080-6512
2 W. H. Clark Associates, Ltd.
Suite 2222
Two First National Plaza
20 South Clark Street
Chicago, IL 60603
3 Massachusetts Institute of Technology
Program on Science, Technology & Society
STS Building
E-51, Room 209 F
Cambridge, MA 02139
4 Harbison Corporation
7700 Bonhomme Ave.
Suite 750
St. Louis, MO 63105
5 One Landmark Square
Suite 1905, 19th Floor
Stamford, CT 06901
6 Computer Sciences Corporation
2100 East Grand Ave.
El Segundo, CA 90245
7 Schering-Plough Corporation
P.O. Box 1000
One Giralda Farms
Madison, NJ 07940-1000
8 Wah Kwong House, 9th Floor
10 Albert Embankment
London SE1 7SP
9 Gibson, Dunn & Crutcher LLP
333 South Grand Ave.
47th Floor
Los Angeles, CA 90071
10 c/o Corporate Secretary
Merrill Lynch & Co., Inc.
100 Church Street
New York, NY 10080-6512
11 One First National Plaza
21 South Clark St.
Suite 2530C
Chicago, IL 60603-2006
12 Merrill Lynch Asset Management
800 Scudders Mill Rd.
Plainsboro, NJ 08536
SIGNATURE
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.
Dated: November 1, 1997
Merrill Lynch & Co., Inc.
/s/ Andrea Lowenthal
-----------------------------------
Name: Andrea Lowenthal*
Title: Attorney-In-Fact
* Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit B to the Schedule 13G filed by Merrill Lynch & Co., Inc. for
Walden Residential Properties, Inc. and incorporated herein by reference.
SIGNATURE
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.
Dated: November 1, 1997
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ Andrea Lowenthal
-----------------------------------
Name: Andrea Lowenthal**
Title: Attorney-In-Fact
** Signed pursuant to a power of attorney, dated January 12, 1996, included
as Exhibit 3 to the Schedule 13D and incorporated herein by reference.
