<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 1998
Commission file number 0-23802
MOTIVEPOWER INDUSTRIES, INC.
----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 82-0461010
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
Two Gateway Center, 14th Floor, Pittsburgh, Pennsylvania 15222
--------------------------------------------------------------
(Address of principal executive offices; zip code)
(412) 201-1101
--------------
(Registrant's Telephone No., including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 18, 1998, MotivePower Industries, Inc. (the Company) announced
the acquisition, through MotivePower Investments Limited, of Young Radiator
Company (Young), a privately held manufacturer of heat transfer products, for
$70.5 million in cash. The acquisition was of 100% of the common stock of Young.
The acquisition agreement was negotiated among the Company and Fred Young, the
owner of the majority of the Young shares issued and outstanding. The Company
plans to file an IRC Section 338(h)(10) election. The Company utilized borrowing
capacity under its domestic revolver to fund the acquisition.
Founded in 1927, Young is a leading manufacturer of radiators, air coolers
and heat exchange systems for rail and industrial power-related markets. Young's
products are used in locomotives, construction and mining vehicles, diesel and
gas engines, military vehicles, stationary generator sets and industrial,
off-the-road equipment. Young recorded net sales of $48.2 million for its fiscal
year ended December 31, 1997 with assets of $35.4 million and stockholders
equity of $28.9 million. Young has approximately 440 employees.
Young's assets included owned real property, machinery, and office
equipment located in Racine, WI (approximately 235,000 square feet), Lexington,
TN (approximately 180,000 square feet) and Centerville, IA (approximately
110,000 square feet). Young utilized such assets in the manufacturing and sale
of its product offerings. It is the Company's current intention that the
acquired assets will continue in that same use while the Company seeks synergies
with its other operations. The transaction will be accounted for as a purchase
in accordance with Accounting Principles Board Opinion No. 16, "Business
Combinations."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This Form 8-K does not contain the financial statements, pro forma
financial information or exhibits required by Regulation S-X. As permitted by
Regulation S-X, the Company will file these required documents in an amendment
to this Form 8-K within the next 60 days.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOTIVEPOWER INDUSTRIES, INC.
By: /s/ David L. Bonvenuto
------------------------------
David L. Bonvenuto
Vice President, Controller and
Principal Accounting Officer
December 3, 1998
