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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. 2
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 and July 14, 1988 (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
By /s/ Stephen G. Hanks
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Stephen G. Hanks
Executive Vice President, Chief Legal
Officer and Secretary
Dated: January 31, 1996
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
A. Effective as of December 12, 1994, the Company appointed Norwest Bank
Minnesota, N.A. as Successor Rights Agent ("Successor Rights Agent") to
the Company's Rights Agreement dated as of June 12, 1986, as amended by
that certain Amendment to Rights Agreement dated July 7, 1988 (the
"Rights Agreement").
On December 23, 1994, the Company and the Successor Rights Agent
entered into a second amendment to the Rights Agreement (the "Second
Amendment"). The Second Amendment provides that, in addition to the
states of Idaho and New York, the Successor Rights Agent may be
organized and doing business in, authorized to do business as a
banking institution in, and having a principal office in, the state
of Minnesota.
B. On August 8, 1995, the Company and the Successor Rights Agent entered
into a third amendment to the Rights Agreement effective as of
August 1, 1995 (the "Third Amendment"). 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 had 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.
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 filed on Form 8 filed
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 filed on Form 8
dated July 14, 1988; and
3. the full text of the Second and Third amendments to the Rights
Agreement filed as Exhibits 2.1 and 2.2 hereto.
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Item 2. EXHIBITS
2.1 Second amendment to the Rights Agreement dated December 23, 1994,
between Morrison Knudsen Corporation and Norwest Bank Minnesota,
N.A., as Successor Rights Agent.
2.2 Third amendment to the Rights Agreement dated August 8, 1995,
between Morrison Knudsen Corporation and Norwest Bank Minnesota,
N.A. as Successor Rights Agent.
E-1
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EXHIBIT 2.1
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of December 23, 1994, to the Rights Agreement
dated as of June 12, 1986, as amended by that certain Amendment to Rights
Agreement dated as July 7, 1988 (the "Rights Agreement"), between Morrison
Knudsen Corporation, a Delaware corporation (the "Company") and Bank of America
National Trust and Savings Association, a national banking association, as
Rights Agent (the "Rights Agent").
WHEREAS, the Company has appointed Norwest Bank Minnesota, N.A. as Successor
Rights Agent ("Successor Rights Agent"), effective as of December 23, 1994, in
accordance with Section 20 of the Rights Agreement;
WHEREAS, the Company and the Successor 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 Second Amendment to Rights Agreement, the
parties hereby agree a follows:
1. The fifth sentence of Section 20 of the Rights Agreement shall be
amended in its entirety, to read as follows:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business under the
laws of the United States or of the States of Idaho, New York or Minnesota
(or of any other state of the United States so long as such corporation is
authorized to do business as a banking institution in the States of Idaho,
New York or Minnesota), in good standing, having a principal office in the
States of Idaho, New York or Minnesota, which is authorized under such laws
to exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital or surplus of at least $50
million and maintains such offices as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange, or relating to any transaction
reporting system, on which the Common Shares or the Rights may from time to
time be listed or quoted."
2. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
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3. The foregoing amendment shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
4. This 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.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to Rights
Agreement to be duly executed and their corporate seals to be affixed, all as of
the day and year first above written.
THE "COMPANY"
MORRISON KNUDSEN CORPORATION
By /s/ Stephen G. Hanks
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Stephen G. Hanks
Executive Vice President -
Finance and Administration
and Secretary
"SUCCESSOR RIGHTS AGENT"
NORWEST BANK MINNESOTA, N.A.
By /s/ Suzanne M. Switz
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Assistant Secretary and
Trust Officer
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EXHIBIT 2.2
MORRISON KNUDSEN CORPORATION
MORRISON KNUDSEN CORPORATION
P. O. BOX 73/BOISE, IDAHO U.S.A. 83729
PHONE: (208)386-6176/TELEX:368439
FAX: (208)386-5298
STEPHEN G. HANKS
EXECUTIVE VICE PRESIDENT AND
CHIEF LEGAL OFFICER
VIA FEDERAL EXPRESS
August 8, 1995
Norwest Bank Minnesota, N.A.
161 North Concord Exchange
P. O. Box 738
South St. Paul, Minnesota 55075-0738
RE: AMENDMENT TO RIGHTS AGREEMENT
Ladies and Gentlemen:
Pursuant to Section 25 of 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 ("Company") and Norwest Bank
Minnesota, N. A., as successor Rights Agent to Bank of America National Trust
and Savings Association ("Rights Agent"), the Company, by resolution adopted by
its Board of Directors, hereby amends the Rights Agreement as follows:
1. Section 1(d) to the Rights Agreement is hereby amended by inserting
the following after the words `after the date of such acquisition' 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
an initial holder of those certain Warrants to Purchase
Common Stock of the Company to be issued in connection with
that certain Override Agreement and related Securities
Purchase Agreement among the Company, Morrison Knudsen
Corporation, an Ohio corporation, the lenders who are
signatories thereto and Mellon Bank, N.A., as agent to
certain of such lenders".
2. This Amendment to Rights Agreement shall be effective as of August 1,
1995 (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.
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MORRISON KNUDSEN CORPORATION
Norwest Bank Minnesota, N.A.
August 8, 1995
Page Two
3. Except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
4. This 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.
Very truly yours,
MORRISON KNUDSEN CORPORATION
By /s/ Stephen G. Hanks
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Stephen G. Hanks
Executive Vice President
and Chief Legal Officer
Accepted and agreed to as
of the Effective Date:
NORWEST BANK MINNESOTA, N.A.
By /s/ Suzanne M. Swits
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Name Suzanne M. Switx
Title Assistant Secretary
