SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO APPLICATION
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MORRISON KNUDSEN CORPORATION
AMENDMENT NO. 3
A Delaware Corporation
IRS Employer Identification No. 82-0393735
Morrison Knudsen Plaza, Boise, Idaho 83729
208-386-5000
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The undersigned registrant hereby amends its Registration Statement on
Form 8-A dated June 23, 1986, as amended on July 25, 1986, July 14, 1988 and
January 31, 1996 (the "Registration Statement") to amend ITEM 1. DESCRIPTION OF
SECURITIES TO BE REGISTERED and ITEM 2. EXHIBITS, to include the information set
forth herein.
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
MORRISON KNUDSEN CORPORATION
/s/ Stephen G. Hanks
By
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Stephen G. Hanks
Executive Vice President, Chief Legal
Officer and Secretary
Dated: April 22, 1996
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The Company and Norwest Bank Minnesota, N.A., as the Successor Rights
Agent to Bank of America National Trust and Savings Association ("Successor
Rights Agent") are parties to the Company's Rights Agreement dated as of June
12, 1986, as amended effective as of July 7, 1988 ("First Amendment"), December
23, 1994 ("Second Amendment") and August 1, 1995 ("Third Amendment") (the
"Rights Agreement").
The Third Amendment provides that the initial holders of warrants to
purchase up to 17 million shares of the Company's common stock at a purchase
price of $6.75 per share (the "Warrants") shall not be deemed to be Beneficial
Owners of, or to own Beneficially, Common Shares of the Company. The Third
Amendment has the effect of allowing the Company to issue the Warrants without
triggering certain provisions of the Rights Agreement. The Warrants were issued
to certain of the Company's creditors on August 23, 1995.
On April 10, 1996, the Company and the Successor Rights Agent entered
into a fourth amendment to the Rights Agreement ("Fourth Amendment"). The
Fourth Amendments provides that subsequent holders of the Warrants shall not be
deemed to be Beneficial Owners of, or to own Beneficially, Common Shares of the
Company. The Fourth Amendment has the effect of allowing the Company to consent
to the transfer of the Warrants without such transfer triggering certain
provisions of the Rights Agreement.
Capitalized terms used herein shall have the meaning set forth in the
Rights Agreement, as amended, unless otherwise defined herein.
For a more complete description of these provisions and other provisions
of the Rights Agreement, reference is made to:
1. the full text of the Rights Agreement which was filed as Exhibit 2.1 to
an amendment to the Registration Statement on Form 8 dated July 25,
1986;
2. the full text of the First Amendment to the Rights Agreement filed as
Exhibit 2 to an amendment to the Registration Statement on Form 8 dated
July 14, 1988;
3. the full text of the Second and Third Amendments to the Rights Agreement
filed as Exhibits 2.1 and 2.2 to Amendment No. 2 to Registration
Statement on Form 8-A/A dated January 31, 1996; and
4. the full text of the Fourth Amendment to the Rights Agreement filed as
Exhibit 2.1 hereto.
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Item 2. EXHIBITS
2.1 Fourth Amendment to the Rights Agreement dated as of April 10,
1996, between Morrison Knudsen Corporation and Norwest Bank
Minnesota, N.A., as Successor Rights Agent.
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