FORM 8-A/A
Amendment No. 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MK RAIL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 82-0461010
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1200 Reedsdale Street
Pittsburgh, PA 15233
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(g) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Share Purchase Rights None
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This Amendment No. 3 on Form 8-A/A amends the Form 8-A filed with the
Securities and Exchanges Commission (the "Commission") by MK RAIL CORPORATION, a
Delaware corporation (the "Company"), on January 26, 1996, as amended by the
amendment on Form 8- A/A filed with the Commission on April 25, 1996, as further
amended by the amendment on Form 8-A/A filed with the Commission on July 3, 1996
with respect to the Company's Share Purchase Rights under the Rights Agreement
dated January 19, 1996, as amended.
Item 1. Description of Securities to be Registered
Item 1 is hereby amended and supplemented by adding thereto the
following:
On July 24, 1996, the Board of Directors of the Company approved the
execution and delivery of a Third Amendment dated as of July 25, 1996 to the
Rights Agreement dated as of January 19, 1996, as amended as of April 5, 1996
and as of June 20, 1996 between the Company and Chase Mellon Shareholder
Services, L.L.C. (formerly known as Chemical Mellon Shareholder Services
L.L.C.), as Rights Agent (the "Third Amendment"). A copy of the Third Amendment
is attached hereto as Exhibit 4 and is incorporated by reference herein.
Item 2. Exhibits.
The Exhibit Index appearing on page 4 hereof is incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Third Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: August 30, 1996
MK RAIL CORPORATION
By: /s/ William D. Grab
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Name: William D. Grab
Title: Vice President, Controller and
Principal Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description Page
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1. Rights Agreement dated as of January 19, *
1996 between MK Rail Corporation and
Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent
2. Amendment to Rights Agreement dated as of **
April 5, 1996 between MK Rail Corporation
and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent
3. Second Amendment to Rights Agreement ***
dated as of June 20, 1996 between MK Rail
Corporation and Chase Mellon Shareholder
Services, L.L.C. (formerly known as
Chemical Mellon Shareholder Services
L.L.C.) as Rights Agent
4. Third Amendment to Rights Agreement dated 4
as of July 25, 1996 between MK Rail
Corporation and Chase Mellon Shareholder
Services, L.L.C. (formerly known as
Chemical Mellon Shareholder Services
L.L.C.) as Rights Agent
* Included as Exhibit 1 to Registration Statement on Form 8-A dated January
25, 1996 filed by MK Rail Corporation; such Exhibit is incorporated by
reference herein.
** Included as Exhibit 2 to Form 8-A/A Amendment No. 1 dated April 24, 1996
filed by MK Rail Corporation; such Exhibit is incorporated by reference
herein.
*** Included as Exhibit 3 to Form 8-A/A Amendment No. 2 dated June 20, 1996
filed by MK Rail Corporation; such Exhibit is incorporated by reference
herein.
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MK RAIL CORPORATION
THIRD AMENDMENT
DATED AS OF JULY 25, 1996
TO RIGHTS AGREEMENT DATED AS OF JANUARY 19, 1996
AND AMENDED AS OF APRIL 5, 1996 AND
AS OF JUNE 20, 1996
AMENDMENT dated as of July 25, 1996 to the Rights Agreement (the
"Rights Agreement") dated as of January 19, 1996 and amended as of April 5, 1996
and as of June 20, 1996 between MK Rail Corporation, a Delaware corporation (the
"Company"), and Chase Mellon Shareholder Services, L.L.C., formerly known as
Chemical Mellon Shareholder Services, L.L.C. (the "Rights Agent").
Pursuant to resolutions adopted by the Board of Directors of the
Company on July 24, 1996 and the authority vested in the Board of Directors of
the Company by Section 27 of the Rights Agreement, the Rights Agreement is
hereby amended as follows:
Subsection l-3 of Section 1 of the Rights Agreement is hereby amended
and restated in its entirety to read as follows:
(l-3) "MK Creditors" shall mean the creditors of MK who are
designated to receive Common Shares of the Company in any case under
Title 11 of the United States Code or as a result of any creditor
foreclosure. The term MK Creditors shall also include the Liquidating
Trust and equity holders of MK who are designated or entitled to
receive Common Shares of the Company in any case under Title 11 of the
United States Code.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
Attest: MK RAIL CORPORATION
By___________________ By: ________________________________
Name: Name:
Title: Title:
Attest: CHASE MELLON SHAREHOLDER
SERVICES, L.L.C.
By___________________ By: ________________________________
Name: Name:
Title: Title:
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