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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. )*
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MotivePower Industries, Inc.
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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
ING Baring (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
April 7, 1997
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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. / / (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)
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<TABLE>
CUSIP NO. 00055305T-100
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1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
ING Baring (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 208,327
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 208,327
REPORTING
PERSON
WITH 10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,327
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.186%
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Page 3 of 12 Pages
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<TABLE>
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14. TYPE OF REPORTING PERSON*
CO
</TABLE>
*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 MotivePower Industries, Inc. (formerly, MK Rail Corporation and
prior to that name, Morrison Knudsen 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 ING Baring (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 667 Madison Avenue, New York, New York
10021.
Holder is a wholly owned subsidiary of ING Baring (U.S.) Financial
Holdings Corporation ("U.S. Baring Holdings"), a holding company with
subsidiaries engaged principally in the financial services business. U.S.
Baring Holdings is organized under the laws of the State of Delaware and its
principal executive office is located at 667 Madison Avenue, New York, New York
10021.
U.S. Baring Holdings is a wholly owned subsidiary of ING (U.S.)
Financial Holdings Corporation ("U.S. Holdings"). 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.
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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. Baring Holdings, (iii) U.S. Holdings, (iv) INB
and (v) ING.
During the last five years, none of (i) Holder, (ii) U.S. Baring
Holdings, (iii) U.S. Holdings, (iv) INB, (v) ING and, (vi) 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.
No funds were required for the transfer to Holder of 318,327 shares
of the Issuer's Common Stock from ING (U.S.) Capital Corporation ("ING
Capital"), an affiliate of Holder which is 100% owned indirectly by U.S.
Holdings. Funds in the amount of $8 million were originally provided by ING
Capital 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 ING
Capital, received shares of the Issuer's Common Stock owned by MKO and other
consideration in exchange for the release of MK from its debt obligation to ING
Capital. The number of shares of the Issuer's Common Stock that ING Capital
received in connection with the exchange was 256,627.
During 1996, ING Capital purchased in the open market a net aggregate
of 61,700 shares of Common Stock of the Issuer using funds for the purchases
from the ING Capital's working capital (as reported in a Schedule 13D filed by
ING Capital on September 24, 1996).
Item 4. Purpose of Transaction.
The subject shares of Common Stock directly or indirectly acquired
have been acquired for investment purposes by ING Capital. 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
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market, in privately negotiated transactions or otherwise, subject to market
conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a) As of November 1, 1996, in connection with a corporate
restructuring of ING Capital and its affiliates including the Holder, ING
(U.S.) Capital Corporation, an affiliate of Holder, transferred its holdings of
318,327 shares of the Issuer's Common Stock to Holder for no consideration. As
of the date on which this statement is executed, Holder beneficially owns
208,327 shares of Common Stock of the Issuer, constituting 1.186% 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
April 11, 1997. 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 April 7, 1997
Holder sold in the open market 110,000 shares of Common Stock at $12.125 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
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in more detail in the exhibits incorporated by reference at Item 7 of the
Schedule 13D filed by ING Capital on September 24, 1996.
Item 7. Material to be filed as Exhibits.
None
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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: April 17, 1997
ING Baring (U.S.) Capital Corporation
By: /s/ William A. Austin
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Name: William A. Austin
Title: General Counsel
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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. Baring Holdings, (iii) U.S.
Holdings, (iv) INB and (v) ING.
Except as otherwise indicated, the principal occupation of each
person listed below is as a Senior Officer of Holder, U.S. Baring Holdings,
U.S. Holdings, INB and/or ING, as the case may be. Unless otherwise indicated,
each person listed below is a citizen of the United States, except for the
senior management of INB and ING who are citizens of The Netherlands.
The business address of each person at Holder and U.S. Baring
Holdings is 667 Madison Avenue, New York, New York 10021 and the business
address of each person at 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.
ING BARING (U.S.) CAPITAL CORPORATION
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Management
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Lane C. Grijns Director, Chairman
Wietze Prinsen Director
Officers
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Wietze Prinsen President
ING BARING (U.S.) FINANCIAL HOLDINGS CORPORATION
Management
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Lane C. Grijns Director, Chairman
Wietze Prinsen Director
Officers
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Wietze Prinsen President
</TABLE>
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ING (U.S.) FINANCIAL HOLDINGS CORPORATION
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Management
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Lane C. Grijns Director
Bart Staal Director
H. Lindenbergh Director (Citizen of The Netherlands)
M. Minderhoud Director, Chairman (Citizen of The Netherlands)
Officers
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Lane C. Grijns President
Bart Staal Executive Vice President
ING BANK N.V.
Board of Directors
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J. Kamminga Chairman
J. W. Berghuis Vice Chairman
P.F. van der Heijden
O.H.A. van Royen
G. Verhagen
Executive Officers
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G.J.A. van der Lugt Chairman
J.H.M. Lindenbergh Member
C. Maas Member
M. Minderhoud Member
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ING GROEP N.V.
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Board of Directors
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J.H. Choufoer Chairman
T.C. Braakman Vice-Chairman
Mrs. L.A.A. van den Berghe
J.W. Berhuis
P.F. van der Heijden
J. Kamminga
O.H.A. van Royen
J.J. van Rijn
G. Verhagen
M. Ververs
Executive Officers
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A.G. Jacobs, Chairman
G.J.A. van der Lugt, Vice-Chairman
J.H. Holsboer
E. Kist
J.H.M. Lindenbergh
C. Maas
M. Minderhoud
A.H.J. Rinnooy Kan
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