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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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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)
61980K101
---------------------------------------------
(CUSIP Number)
RICHARD L. CHILTON, JR., INC., 320 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022
(212) 751-3596
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
FEBRUARY 13, 1997
---------------------------------------------
(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 . (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 disclosures 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 ("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).
SCHEDULE 13D
CUSIP No. 61980K101 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD L. CHILTON, JR.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF;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
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,738,642
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,738,642
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,738,642
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
IN
*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.
ITEM 1. Security and Issuer
-------------------
The Schedule 13D initially filed on December 3. 1996, as amended
by the Amendment No. 1, filed on January 15, 1997, of Richard L. Chilton, Jr.
(the "Reporting Person"), relating to the common stock, par value $.01 per
share (the "Shares"), issued by MotivePower Industries, Inc., a Delaware
corporation (the "Issuer"), is hereby amended by this Amendment No. 2 to the
Schedule 13D as follows:
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby supplemented by the addition of the following:
The funds for the acquisition of Shares came from funds of
holders of certain managed accounts or, in the case of the Partnerships,
from the contributions of their partners.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby supplemented by the addition of the following:
As of the date hereof, the Reporting Person is deemed to be the
beneficial owner 1,738,642 Shares, constituting 9.9% of the outstanding
Shares (based upon 17,602,168 Shares issued and outstanding as of July 31,
1997 according to publicly available filings of the Issuer).
On February 13, 1997, the Reporting Person withdrew as a managing
member of Pequot Endowment Partners, L.L.C. ("Endowment"). As a result, the
Reporting Person no longer has any control over the 507,571 Shares purchased
by Endowment and reported in the Amendment No. 1 to the Schedule 13D.
The trade dates, number of Shares and the price per Share for all
transactions effected by the Reporting Person since the filing of the
Amendment No.1 to the Schedule 13D are set forth on Schedule I hereto.
Unless otherwise noted, all such transactions were open market transactions.
The transactions effected during the period from January 15, 1997, when the
Amendment No. 1 to the Schedule 13D was filed, to August 17, 1997 were
effectd on the NASDAQ national market, and the transactions effected during
the period from August 18, 1997 to the date hereof were effected on the New
York Stock Exchange. No other transactions were effected by the Reporting
Person during such periods.
SIGNATURE
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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: October 8, 1997
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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Schedule I
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TRANSACTIONS IN SHARES OF COMMON STOCK ($.01 PAR VALUE)
OF MOTIVEPOWER INDUSTRIES, INC. (CUSIP # 61980K101) SINCE THE FILING OF THE
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AMENDMENT NO. 1 TO THE SCHEDULE 13D ON JANUARY 15, 1997
-------------------------------------------------------
No. Of Shares
Trade Date Acquired/(Sold) Price Per Share
---------- --------------- ---------------
4/04/97 35,000 $12.98
4/07/97 100,000 $12.19
4/18/97 6,000 $12.06
4/18/97 10,000 $12.25
4/29/97 5,000 $12.00
4/30/97 5,000 $12.06
4/30/97 5,000 $12.13
5/01/97 2,000 $12.31
5/01/97 13,400 $12.47
5/08/97 10,000 $14.06
6/04/97 20,776 $14.03
6/04/97 (20,776) $13.97
6/05/97 20,000 $14.12
6/05/97 25,000 $14.13
6/06/97 50,000 $14.13
6/13/97 50,000 $14.94
7/17/97 15,000 $18.93
7/29/97 30,000 $20.31
8/25/97 10,000 $18.81
8/29/97 20,400 $21.27
