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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
MK Rail Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
00055305T-100
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(CUSIP Number)
Mr. William Austin
212-409-6155
Internationale Nederlanden (U.S.) Capital Corporation
135 East 57th Street
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Walter W. Driver, Jr.
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
September 11, 1996
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G 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: / /
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Check the following box if a fee is being paid with the Statement. / X / (A
fee is not required only if the reporting person (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
disclosure provided in a prior cover page.
The information required on 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 "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 2 of 12 Pages
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CUSIP NO. 00055305T-100
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Internationale Nederlanden (U.S.) Capital Corporation
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 318,148
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 318,148
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,148
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.81%
Page 3 of 12 Pages
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14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
Page 4 of 12 Pages
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $0.01 per share (the "Common Stock"), of
MK Rail Corporation (the "Issuer"), a Delaware corporation, with its principal
executive offices located at 1200 Reedsdale Street, Pittsburgh, Pennsylvania
15233.
Item 2. Identity and Background
This statement is being filed by Internationale Nederlanden (U.S.)
Capital Corporation, a Delaware corporation ("Holder"). Holder is engaged
principally in the financial services business. The principal place of
business and principal office of Holder is located at 135 East 57th Street, New
York, New York 10022.
Holder is a wholly owned subsidiary of Internationale Nederlanden
(U.S.) Capital Holdings Corporation ("U.S. Holdings"), a holding company with
subsidiaries engaged principally in the financial services business. U.S.
Holdings is organized under the laws of the State of Delaware and its principal
executive office is located at 135 East 57th Street, New York, New York 10022.
U.S. Holdings is a wholly owned subsidiary of ING Bank N.V. ("INB").
INB is organized under the laws of The Netherlands. INB is engaged principally
in the financial services business. INB has its principal executive offices at
De Amesterdamse Poort, 1102 MG, Amsterdam Zuid - Oost, Postbus 1800, 1000 AV,
Amsterdam, The Netherlands.
INB is a wholly owned subsidiary of ING Groep N.V. ("ING"), a holding
company organized under the laws of The Netherlands with subsidiaries engaged
principally in the financial services business. ING's principal executive
office is located at Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam, The
Netherlands.
Schedule 1 attached hereto and incorporated herein by reference sets
forth certain additional information with respect to each executive officer and
director of (i) Holder, (ii) U.S. Holdings, (iii) INB and (iv) ING.
Page 5 of 12 Pages
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During the last five years, none of (i) Holder, (ii) U.S. Holdings,
(iii) INB, (iv) ING and, (v) to the best knowledge of Holder, the persons
identified in Schedule 1, has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Funds in the amount of $8 million were originally provided by Holder as
a participant in a syndicated bank financing, aggregating $213.3 million, of
the Morrison Knudsen Corporation, a Delaware corporation ("MK"). A plan of
reorganization (the "Plan"), filed under Chapter 11 of the United States
Bankruptcy Code, for MK was confirmed on August 26, 1996. The Plan became
effective on September 11, 1996. Immediately prior to the effectiveness of the
Plan, MK, through a subsidiary, Morrison Knudsen Corporation, an Ohio
corporation ("MKO"), owned 11,149,000 (63.48%) of the outstanding shares of
Common Stock of the Issuer. Entities with claims against MK, including the
Holder, will receive in the aggregate between 55.36% and 100% of the Issuer's
Common Stock owned by MKO, such amount depending upon the number of shares that
are purchased under a rights offering. Rights to purchase up to 44.64% of the
Issuer's Common Stock owned by MKO are being granted under the Plan to the
holders of MK common stock and entities having certain litigation claims
against MK (the "Rights Offering"). The Rights Offering will terminate on
September 27, 1996. Under the Plan Holder will receive certain other items of
consideration plus, depending upon the number of shares purchased under the
Rights Offering, between approximately 141,970 shares and approximately 256,448
shares of the Issuer's Common Stock in exchange for the release of MK from its
debt obligation to Holder.
During 1996, the Holder has purchased in the open market a net
aggregate of 61,700 shares of Common Stock of the Issuer using funds for the
purchase from the Holder's working capital.
Item 4. Purpose of Transaction.
The subject shares of Common Stock directly or indirectly acquired have
been acquired for investment purposes. Holder has no plans or proposals
relating to any matters specified in paragraphs (a) through (j) of Item 4 of
Schedule 13D. However, Holder reserves the right to adopt such plans or
proposals in the future, subject to applicable regulatory requirements, if any.
Depending upon market conditions, an evaluation of the business and prospects
of the Issuer and other factors, Holder or it affiliates may, in its sole
discretion, purchase additional shares of Common Stock or dispose of the
subject shares of Common Stock from time to time in the open market, in
privately negotiated transactions or otherwise, subject to market conditions
and other factors.
Page 6 of 12 Pages
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Item 5. Interest in Securities of the Issuer.
(a) As of the date on which this statement is executed, Holder
beneficially owns 318,148 shares of Common Stock of the Issuer, constituting
1.81% of the Issuer's issued and outstanding shares of Common Stock, based upon
an aggregate of 17,562,793 shares of Common Stock of the Issuer issued and
outstanding as of July 31, 1996. Except as described herein, none of (i)
Holder, (ii) U.S. Holdings, (iii) INB, (iv) ING and (v) to the best knowledge
of Holder, the persons identified in Schedule 1 hereto, presently beneficially
own any Common Stock.
(b) Holder will have sole power to vote or to direct the vote of,
and to dispose or to direct the disposition of, the subject Common Stock.
(c) During the 60 days preceding the date of this statement Holder
effected one transaction in Issuer's Common Stock in that on September 4, 1996
Holder purchased in the open market 24,000 shares of Common Stock at $5 1/16
per share. No other transactions in the shares of Common Stock have been
effected by (i) Holder, (ii) U.S. Holdings, (iii) INB, (iv) ING or, (v) to the
best knowledge of Holder, by any of the persons listed on Schedule 1 hereto,
during the 60 days preceding the date of this statement.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities described above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Issuer and MKO entered into a stockholders agreement, dated as of
June 20, 1996 and amended as of July 25, 1996 (the agreement and the amendment
referred together as the "Stockholders Agreement"). Under the Plan persons
receiving the Issuer's Common Stock previously owned by MKO will be bound by
the terms of the Stockholders Agreement. The terms of the Stockholders
Agreement provides for, among other items, the following: registration rights,
certain voting restrictions, certain restrictions relating to the solicitations
of proxies and tender offers and the granting of certain rights for the calling
of meetings for the purpose of holding a vote of stockholders to fill vacancies
on the board of directors. The terms of the Stockholders Agreement are set
forth in more detail in the exhibits incorporated by reference at Item 7 of
this Schedule 13D.
Page 7 of 12 Pages
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Item 7. Material to be filed as Exhibits.
1. The Stockholders Agreement, dated as of June 20, 1996, between
MK Rail Corporation and Morrison Knudsen Corporation incorporated by reference
to exhibits to Form 8-K of MK Rail Corporation dated July 3, 1996.
2. The First Amendment to the Stockholders Agreement, dated as of
July 25, 1996, between MK Rail Corporation and Morrison Knudsen Corporation
incorporated by reference to exhibits to Form 8-K of MK Rail Corporation dated
September 10, 1996.
Page 8 of 12 Pages
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SIGNATURES
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: September 24, 1996
INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION
By: /s/ Jeffrey D. Fergus
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Name: Jeffrey D. Fergus
Title: Senior Vice President
Page 9 of 12 Pages
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SCHEDULE 1
Set forth below is the name and position of each of the executive
officers and directors of (i) Holder, (ii) U.S. Holdings, (iii) INB and (iv)
ING.
Except as otherwise indicated, the principal occupation of each person
listed below is as a Senior Officer of Holder, U.S. Holdings, INB and/or ING,
as the case may be. Unless otherwise indicated, each person listed below is a
citizen of The Netherlands.
The business address of each person at Holder and U.S. Holdings is 135
East 57th Street, New York, New York 10022. The business address of each
person at INB is De Amsterdamse Poort, 1102 MG, Amsterdam Zuid - Oost, Postbus
1800, 1000 AV, Amsterdam, The Netherlands. The business address of each person
at ING is Strawinskylaan 2631, Postbus 810, 1000 AV Amsterdam, The Netherlands.
INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION
<TABLE>
<CAPTION>
Directors
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<S> <C>
Name Principal Occupation
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Lane C. Grijns Chairman
J. Clarke Gray Treasurer, Senior Managing Director
Timothy Schantz Senior Managing Director
Bart J. Staal
Executive Officers
- ------------------
Name Position
- ---- --------
Lane C. Grijns Chairman
Wietze Prinsen President
</TABLE>
Page 10 of 12 Pages
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Internationale Nederlanden (U.S.) Capital Holdings Corporation
<TABLE>
<CAPTION>
Directors
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<S> <C>
Name Principal Occupation
- ---- --------------------
Lane C. Grijns Chairman
J.Clarke Gray Treasurer, Senior Managing Director
M. Minderhoud
H. Idzerda
Executive Officers
- ------------------
Name Position
- ---- --------
Lane C. Grijns Chairman
Wietze Prinsen President
ING BANK N.V.
Executive Officers
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Name Position
- ---- --------
G.J.A. van der Lugt Chairman
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Directors
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Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
J. W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland; director of
Makelaarskantoor J. Kamminga & Zonen B.V.
O.H.S. van Royen Retired
G. Verhagen Retired
P.F. van der Heijden
</TABLE>
Page 11 of 12 Pages
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ING GROUP N.V.
<TABLE>
<CAPTION>
Executive Officers
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<S> <C>
Name Position
- ---- --------
A.G. Jacobs Chairman
G.J.A. van der Lugt Vice Chairman
J.H. Holsboer Member
H. Huizinga Member
E. Kist Member
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
Directors
Principal Occupation
Name (if other than as indicated above)
- ---- ----------------------------------
L.A.A. van den Berghe Professor at Erasmus University of Rotterdam,
(Belgium) The Netherlands (Economics and management of
insurance companies)
J.W. Berghuis Vice Chairman, Executive Board, Koninklijke
Pakhoed N.V.
J. Kamminga Chairman of the Board, MKB Nederland; director
of Makelaarskantoor J. Kamminga & Zonen B.V.
O.H.A. van Royen Retired
J.J. van Rijn Retired
G. Verhagen Retired
Vice Chairman
P.F. van der Heijden
M. Ververs Chairman of Executive Board, Wolters Kluwer N.V.
Vice Chairman
</TABLE>
Page 12 of 12 Pages
