1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 8-A/A
Amendment No. 1
------------
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)
Pennsylvania 82-0461010
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Two Gateway Center, Pittsburgh, PA 15222
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with
following box. [ ] 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(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------
(Title of Class)
2
Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to the Form 8-A of MotivePower Industries,
Inc., a Pennsylvania corporation (the "Registrant"), filed with the Securities
and Exchange Commission (the "Commission") on May 4, 1999, and such Form 8-A is
hereby incorporated by reference herein.
The Registrant executed the Fifth Amendment (the "Amendment"), dated as
of June 2, 1999, to the Rights Agreement, dated as of January 19, 1996, as
amended as of April 5, 1996, June 20, 1996 and July 25, 1996 (the "Rights
Agreement"), between the Registrant and ChaseMellon Shareholder Services, as
Rights Agent (the "Rights Agent"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Rights
Agreement.
As more fully set forth in the Amendment, the Amendment (i) renders the
Rights Agreement inapplicable with respect to the transactions contemplated by
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2,
1999, among Westinghouse Air Brake Company and the Registrant, (ii) excludes
from the definition of Acquiring Person the Westinghouse Air Brake Company
Employee Stock Ownership Trust, (iii) makes certain amendments in connection
with the reincorporation of the Registrant from the State of Delaware to the
Commonwealth of Pennsylvania and (iv) makes certain additional amendments
requested by the Rights Agent.
A copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing discussion does not purport to
be complete and is qualified in its entirety by reference to such exhibit.
Item 2. Exhibits.
1. Fifth Amendment to Rights Agreement, dated as of June 2, 1999,
between MotivePower Industries, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
-2-
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
MOTIVEPOWER INDUSTRIES, INC.
By: /s/ Jeannette Fisher-Garber
------------------------------------
Jeannette Fisher-Garber
Vice President, General Counsel and
Secretary
Dated: June 3, 1999
-3-
4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1 Fifth Amendment to Rights Agreement, dated as of June 2, 1999,
between MotivePower Industries, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.