FORM 8-A/A Amendment No. 2 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 MK RAIL CORPORATION (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(g) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Share Purchase Rights None This Amendment No. 2 on Form 8-A/A amends the Form 8-A filed with the Securities and Exchanges Commission (the "Commission") by MK RAIL CORPORATION, a Delaware corporation (the "Company"), on January 26, 1996, as amended by the amendment on Form 8- A/A filed with the Commission on April 25, 1996, with respect to the Company's Share Purchase Rights under the Rights Agreement dated January 19, 1996. Item 1. Description of Securities to be Registered Item 1 is hereby amended and supplemented by adding thereto the following: On June 17, 1996, the Board of Directors of the Company approved the execution and delivery of a Second Amendment dated as of June 20, 1996 to the Rights Agreement dated as of January 19, 1996, as amended as of April 5, 1996, between the Company and Chase Mellon Shareholder Services, L.L.C. (formerly known as Chemical Mellon Shareholder Services L.L.C.), as Rights Agent (the "Second Amendment"). A copy of the Second Amendment is attached hereto as Exhibit 3 and is incorporated by reference herein. Item 2. Exhibits. The Exhibit Index appearing on page 4 hereof is incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act, of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: July 3, 1996 MK RAIL CORPORATION By: /s/ William D. Grab --------------------- Name: William D. Grab Title: Vice President, Controller and Principal Accounting Officer EXHIBIT INDEX Exhibit No. Description Page 1. Rights Agreement dated as of January 19, * 1996 between MK Rail Corporation and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent 2. Amendment to Rights Agreement dated as of ** April 5, 1996 between MK Rail Corporation and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent 3. Second Amendment to Rights Agreement 5 dated as of June 20, 1996 between MK Rail Corporation and Chase Mellon Shareholder Services, L.L.C. (formerly known as Chemical Mellon Shareholder Services L.L.C.) as Rights Agent * Included as Exhibit 1 to Registration Statement on Form 8-A dated January 25, 1996 filed by MK Rail Corporation; such Exhibit is incorporated by reference herein. ** Included as Exhibit 2 to Form 8-A/A Amendment No. 1 dated April 24, 1996 filed by MK Rail Corporation; such Exhibit is incorporated by reference herein.