MORRISON KNUDSEN CORP
8-K, 1994-05-19
GENERAL BLDG CONTRACTORS - NONRESIDENTIAL BLDGS
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                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D. C.


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of Report (Date of Earliest Event Reported):       April 26, 1994
                                                        ------------------------


                            MORRISON KNUDSEN CORPORATION
- - --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
- - --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)



         I-8889                                         82-0393735
- - ------------------------                   ------------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)


      Morrison Knudsen Plaza, Boise, Idaho                 83729
- - --------------------------------------------------------------------------------
    (Address of Principal Executive Offices)            (Zip Code)


                                 (208) 386-5000
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              (Registrant's Telephone Number, Including Area Code)

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ITEM 5.  OTHER MATERIAL IMPORTANT EVENTS.

     On April 26, 1994, the Company announced the initial public offering of
6 million shares of common stock of MK Rail Corporation, in a press release
which is attached hereto as Exhibit 1.



                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        MORRISON KNUDSEN CORPORATION
                                        (Registrant)


May 19, 1994                            By:  /s/ Stephen G. Hanks
                                             -----------------------------------
                                             Stephen G. Hanks
                                             Executive Vice President -
                                             Finance and Administration



<PAGE>

                            EXHIBIT 1

MORRISON KNUDSEN CORPORATION
                                                     NEWS RELEASE

Morrison Knudsen Plaza/P. O. Box 73
Boise, Idaho  83729
Telex:  368439/Phone:  (208) 386-5387
Fax:  (208) 386-5065             For Further Information Contact:
                                         Corporate Communications

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- - ---------------

FOR RELEASE:

                         April 26, 1994

   MK RAIL CORPORATION OFFERS 6 MILLION SHARES OF COMMON STOCK

     BOISE, IDAHO -- Morrison Knudsen Corporation's wholly owned
subsidiary - MK Rail Corporation - announced today the initial
public offering of 6 million shares of common stock to be sold at
$16.00 per share. The stock's trading symbol is MKRL and is
traded on the NASDAQ.
     The offering, managed by Morgan Stanley & Co. Incorporated
and CS First Boston Corporation, consists of 6 million shares and
grants underwriters an option to purchase an additional 900,000
shares of common stock to cover over-allotments. When the
offering is completed, Morrison Knudsen Corporation will own
11,149,000 shares of MK Rail common stock, or approximately 65
percent of the total outstanding shares, assuming the over-
allotment option is not exercised.
     Proceeds of the offering will be used  to retire debt and
for general corporate purposes. MK announced in February that MK
Rail had filed a registration statement with the Securities and
Exchange Commission for the initial public offering.
     MK Rail remanufactures locomotives, manufactures new high
technology locomotives, designs, manufactures and distributes
locomotive component parts, and provides locomotive fleet
maintenance services to the railroad industry. The company
provides its products and services to freight and passenger
railroads, including every Class I railroad in North America,
many metropolitan transit and commuter rail authorities and
Amtrak. The company offers a full range of locomotive services
and currently serves customers in 37 countries around the world.
     MK Rail operates 12 manufacturing and distribution
facilities in the United States, as well as facilities in
Argentina and Australia and employs 2,357 people.
     Morrison Knudsen chairman, president and chief executive
officer, William J. Agee,  will also serve as chairman of the
board and chief executive officer of MK Rail. Michael J. Farrell,
president and chief executive officer of MK's Pittsburgh-based
Motor Coils Manufacturing Company, has been named president and
chief operating officer of MK Rail and Thomas J. Smith, former
president of MK's Rail Systems Group, has been named chairman and
CEO of MK Rail's Latin American operations.
     A copy of the prospectus relating to the common stock
offering may be obtained from Morgan Stanley & Company, Inc.,
1251 Avenue of the  Americas, New York, New York 10020.
     Morrison Knudsen Corporation (MRN-NYSE) serves the
international transportation, construction, mining,
environmental, industrial and power markets as an engineer,
contractor and manufacturer, offering complete development,
operations and financial services.

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