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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
MK RAIL CORP.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
000 553 05T-100
(CUSIP Number)
Glen J. Cocchiola, Esq.
Dillon, Bitar & Luther
53 Maple Avenue
P.O. Box 398
Morristown, NJ 07963-0398
(201) 539-3100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
October 3, 1996
(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. [ ]
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.)
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SCHEDULE 13D
CUSIP No. 000 553 05T-100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Intermarket Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS* PF
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
__________________
| 7. SOLE VOTING POWER --
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER 1,083,688
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER --
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER 1,083,688
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,083,688
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
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Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is filed with respect to
MK Rail Corp. (the "Issuer"), which has its principal executive
offices at 1200 Reedsdale Street, Pittsburgh, PA 15233, telephone
number (412) 237-2250. This Statement relates to the Issuer's
common stock, par value $.01 (the "Common Stock").
Item 2. IDENTITY AND BACKGROUND.
This Statement is filed by Intermarket Corp.
("Intermarket").
Intermarket has its principal place of business 667
Madison Avenue, New York, New York 10021.
Intermarket's principal business is providing investment
management services to corporations and it acts as general
partner of investment partnerships.
The executive officers of Intermarket are Lionel
Goldfrank, III, President; Ian MacKenzie, Vice President; Thomas
P. Borger, Vice President; and David B. Forer, Vice President.
Each has as his business address, the address of Intermarket.
Each has as his principal occupation or employment, the position
with Intermarket listed above. The executive officers of
Intermarket constitute of all of its shareholders and no shareholder
has absolute control. No other person is directly or
indirectly in control of Intermarket.
Neither Intermarket nor any person named in this Item
2. has during the last five (5) years has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Intermarket nor any such person was during the
last five (5) years 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, prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Intermarket is a Delaware corporation.
All of the persons identified in response to this Item
2. are citizens of the United States of America.
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A plan of reorganization (the "Plan"), filed under
Chapter 11 of the United States Bankruptcy Code, for Morrison
Knudsen Corporation, a Delaware corporation ("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 will receive in the aggregate 10,706,233 shares of the
Common Stock owned by MKO. Under the Plan holders of allowed
claims will also receive other consideration in satisfaction of
the allowed claims.
Certain corporations and partnerships to which
Intermarket provides investment management services received
pursuant to the Plan in partial satisfaction of allowed claims
against MK having an aggregate face value of $35,000,000, Common
Stock in the aggregate amount of 1,083,688 shares. The Certificates
for these shares of Common Stock become issuable on October
3, 1996 upon consummation of the Plan.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock were acquired by such
corporations and partnerships pursuant to Morrison Knudsen
Corporation's Plan of Reorganization and the Common Stock received
is held as an investment.
The holders of the Common Stock advised by Intermarket
may sell shares of the Common Stock or purchase additional shares
of the Common Stock but they have no present plans to do so.
Intermarket has no plan or proposals which relate to
the actions by the Issuer set forth in the Instructions to Item 4
of Schedule 13D or any action similar thereto.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Intermarket provides investment management services to
corporations and acts as general partner of investment limited
partnerships. As a result of Intermarket's investment management
services to these corporations and partnerships, Intermarket may
be deemed to have shared voting and dispositive power over such
shares with such holders. None of these corporations or partner-
ships hold or beneficially own in excess of 5% of the Common
Stock of the Issuer. As of the date of this Schedule 13D, such
corporations or partnerships hold in the aggregate 1,083,688
shares of the Issuer's Common Stock or 6.2% of the outstanding
shares based upon 17,562,793 shares outstanding as of September
11, 1996 as reported by the Issuer in its Proxy Statement filed
on that date.
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Intermarket has had no transaction in the securities of
the Issuer, and none of the entities for which it provides
investment management services to has had transactions in the
securities of the Issuer in the last sixty (60) days except for
the shares of Common Stock acquired pursuant to the Plan as
described in Item 2.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING 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 together the "Stockholders
Agreement"). Under the Plan persons receiving the Common Stock
previously owned by MKO will be bound by the terms of the Stockholders
Agreement. The terms of the Stockholders Agreement
provide 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 in Item 7 of this Schedule 13D.
Item 7. MATERIALS 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.
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.
INTERMARKET CORP.
Dated: October 8, 1996 By: IAN MAC KENZIE
________________________
Ian MacKenzie, Vice President
ATTENTION: INTENTIONAL MISTAKES OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C. 1001)
