FORM 8-A/A
Amendment No. 1
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
MotivePower Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 82-0461010
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1200 Reedsdale Street
Pittsburgh, PA 15233
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) 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 New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1 is hereby amended and supplemented by adding thereto the following:
On August 22, 1997, the Board of Directors of the Company approved the
execution and delivery of an amendment (the "Amendment") to the Rights Agreement
dated as of January 19, 1996 between the Company and ChaseMellon Shareholder
Services, L.L.C.(formerly Chemical Mellon Shareholder Services, L.L.C.), as
Rights Agent (the "Rights Agent"), as previously amended as of April 5, 1996,
June 20, 1996 and July 25, 1996 (the "Rights Agreement"). The Amendment (i)
increases the Purchase Price from $16.00 to $80.00 per share of Preferred Stock
(or, when applicable, Common Stock, securities, cash, and/or other property),
subject to adjustment, and (ii) extends the term of the Rights Agreement from
January 30, 2006 to August 31, 2007 (unless earlier redeemed or exchanged).
Item 2. Exhibits.
The Exhibit Index appearing on page 4 hereof is incorporated herein by
reference.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf of the undersigned, thereto duly authorized.
MotivePower Industries, Inc.
By: /s/ Jeannette Fisher-Garber
-----------------------------------
Jeannette Fisher-Garber
Vice President, Secretary
and General Counsel
Date: October 22, 1997
3
<PAGE>
EXHIBIT INDEX
No. Description Page
- --- ----------- ----
(1) Amendment to Rights Agreement dated as of August 22, 1997 5
between the Company and the Rights Agent
4
EXHIBIT 1
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MOTIVEPOWER INDUSTRIES, INC.
FOURTH AMENDMENT
DATED AS OF AUGUST 22, 1997
TO RIGHTS AGREEMENT DATED AS OF JANUARY 19, 1996
AND AMENDED AS OF APRIL 5, 1996, JUNE 20, 1996 AND JULY 25, 1996
AMENDMENT dated as of August 22, 1997 to the Rights Agreement (the "Rights
Agreement") dated as of January 19, 1996 and Amended as of April 5, 1996, June
29, 1996 and July 25, 1996 between MotivePower Industries, Inc., formerly MK
Rail Corporation, a Delaware corporation (the "Company"), and ChaseMellon
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
August 22, 1997 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:
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
Subsection (a)(i) is hereby deleted and replaced in its entirety as follows:
(a)(i) the close of business on August 22, 2007 (the "Final Expiration
Date")
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
Subsection (b) is hereby deleted and replaced in its entirety as follows:
(b) Effective as of August 22, 1997, the Purchase Price for each one
one-hundredth of Preferred Share purchasable pursuant to the exercise
of a Right shall be $80.00, and shall be subject to adjustment from
time to time as provided in Section 11 or 13 hereof and shall be
payable in lawful money of the United States of America in accordance
with paragraph (c) below.
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: MOTIVEPOWER INDUSTRIES, INC.
(formerly MK Rail Corporation)
By: _________________________ By: ______________________________
Jeannette-Fisher Garber John C. Pope
Secretary Chairman
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. formerly known as
Chemical Mellon Shareholder Services,
L.L.C.,
By: _____________________________ By: ________________________________
Name: Name:
Title: Title:
