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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO APPLICATION
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MORRISON KNUDSEN CORPORATION
AMENDMENT NO. 3
A Delaware Corporation
IRS Employer Identification No. 82-0393735
Morrison Knudsen Plaza, Boise, Idaho 83729
208-386-5000
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The undersigned registrant hereby amends its Registration Statement on
Form 8-A dated June 23, 1986, as amended on July 25, 1986, July 14, 1988 and
January 31, 1996 (the "Registration Statement") to amend ITEM 1. DESCRIPTION OF
SECURITIES TO BE REGISTERED and ITEM 2. EXHIBITS, to include the information set
forth herein.
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
MORRISON KNUDSEN CORPORATION
/s/ Stephen G. Hanks
By
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Stephen G. Hanks
Executive Vice President, Chief Legal
Officer and Secretary
Dated: April 22, 1996
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The Company and Norwest Bank Minnesota, N.A., as the Successor Rights
Agent to Bank of America National Trust and Savings Association ("Successor
Rights Agent") are parties to the Company's Rights Agreement dated as of June
12, 1986, as amended effective as of July 7, 1988 ("First Amendment"), December
23, 1994 ("Second Amendment") and August 1, 1995 ("Third Amendment") (the
"Rights Agreement").
The Third Amendment provides that the initial holders of warrants to
purchase up to 17 million shares of the Company's common stock at a purchase
price of $6.75 per share (the "Warrants") shall not be deemed to be Beneficial
Owners of, or to own Beneficially, Common Shares of the Company. The Third
Amendment has the effect of allowing the Company to issue the Warrants without
triggering certain provisions of the Rights Agreement. The Warrants were issued
to certain of the Company's creditors on August 23, 1995.
On April 10, 1996, the Company and the Successor Rights Agent entered
into a fourth amendment to the Rights Agreement ("Fourth Amendment"). The
Fourth Amendments provides that subsequent holders of the Warrants shall not be
deemed to be Beneficial Owners of, or to own Beneficially, Common Shares of the
Company. The Fourth Amendment has the effect of allowing the Company to consent
to the transfer of the Warrants without such transfer triggering certain
provisions of the Rights Agreement.
Capitalized terms used herein shall have the meaning set forth in the
Rights Agreement, as amended, unless otherwise defined herein.
For a more complete description of these provisions and other provisions
of the Rights Agreement, reference is made to:
1. the full text of the Rights Agreement which was filed as Exhibit 2.1 to
an amendment to the Registration Statement on Form 8 dated July 25,
1986;
2. the full text of the First Amendment to the Rights Agreement filed as
Exhibit 2 to an amendment to the Registration Statement on Form 8 dated
July 14, 1988;
3. the full text of the Second and Third Amendments to the Rights Agreement
filed as Exhibits 2.1 and 2.2 to Amendment No. 2 to Registration
Statement on Form 8-A/A dated January 31, 1996; and
4. the full text of the Fourth Amendment to the Rights Agreement filed as
Exhibit 2.1 hereto.
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Item 2. EXHIBITS
2.1 Fourth Amendment to the Rights Agreement dated as of April 10,
1996, between Morrison Knudsen Corporation and Norwest Bank
Minnesota, N.A., as Successor Rights Agent.
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EXHIBIT 2.1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
FOURTH AMENDMENT, dated as of April 10, 1996, to the Rights Agreement
dated as of June 12, 1986, as amended to date (as amended, "Rights Agreement")
by and between Morrison Knudsen Corporation, a Delaware corporation (the
"Company") and Norwest Bank Minnesota, N.A., as Successor Rights Agent to Bank
of America National Trust and Savings Association ("Rights Agent").
WHEREAS, the Company and Rights Agent desire to amend the Rights
Agreement in accordance with Section 25 to the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Fourth Amendment to Rights Agreement,
the parties hereby agree as follows:
1. "Section 1(d) to the Rights Agreement is hereby amended by
inserting the following after the words 'as agent to certain of such lenders'
and before the period:
"; provided further, however, that a Person shall
not be deemed the Beneficial Owner of, or to Own
Beneficially, Common Shares of the Company by virtue
of such Person being a Beneficial Owner of those
certain Warrants to purchase up to an aggregate
of 14,859,430 Common Shares of the Company at a
purchase price of $6.75 per share, which Warrants
were issued pursuant to that certain Securities
Purchase Agreement dated as of July 31, 1995 between
the Company, certain banks and other financial
institutions and Mellon Bank, N.A., as agent, and
that certain Securities Purchase Agreement dated
as of July 31, 1995 between the Company and Fidelity
and Deposit Company of Maryland, as purchaser and
agent for certain cosureties and other reinsurers;
provided further, however, that (A) a Person shall
not be deemed the Beneficial Owner of, or to Own
Beneficially, any Common Shares or other securities
of the Company that are issued or issuable to such
Person or any other Person pursuant to any Plan of
Reorganization of the Company under Chapter 11 of
the Bankruptcy Code ("Plan"), and (B) a Person shall
not be deemed to be the Beneficial Owner of, or to
Own Beneficially, any Common Shares or other securities
which are Owned Beneficially, directly or indirectly,
by any other Person by reason of any agreement,
arrangement or understanding which such Person or
any of such Person's Affiliates or Associates has
with respect to an existing or proposed Plan, nor
shall any Person be deemed to be an Affiliate or
Associate of any other Person by reason of any
agreement, arrangement or understanding with respect
to an existing or proposed Plan"
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2. This Fourth Amendment to Rights Agreement shall be effective as
of April 10, 1996 (the "Effective Date"), and all references to the Rights
Agreement shall, as of and after the Effective Date, be deemed to be references
to the Rights Agreement, as amended by this Amendment.
3. Except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
4. This Fourth Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
MORRISON KNUDSEN CORPORATION NORWEST BANK MINNESOTA, N.A.
/s/ Stephen G. Hanks /s/ Suzanne M. Swits
By By
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Stephen G. Hanks Suzanne M. Swits
Executive Vice President Assistant Secretary
and Chief Legal Officer
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