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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 ACT OF 1934
Date of Report (Date of earliest event reported) May 14, 1999 (April 30, 1999)
MOTIVEPOWER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-23802 82-0461010
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Two Gateway Center, 14th Floor
Pittsburgh, PA 15222
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 201-1101
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Item 5. Other Events.
The stockholders of MotivePower Industries, Inc., a Delaware
corporation and herein "the Company", approved the reincorporation of the
Company from Delaware to Pennsylvania on April 27, 1999. The reincorporation was
effected April 30, 1999 by merging the Company into a wholly owned subsidiary
which was recently formed solely for the purpose of effecting the
reincorporation. The surviving corporation is known as MotivePower Industries,
Inc., a Pennsylvania corporation, and is hereafter referred to as the
"Registrant". Upon consummation of the merger, each share of Common Stock of the
Company, par value $.01 per share, was automatically converted into one share of
Common Stock of the Registrant, par value $.01 per share.
The merger was consummated under the terms and conditions of a
Plan of Merger pursuant to which the Company ceased to exist as a Delaware
corporation, the stockholders of the Company became shareholders of Registrant,
Registrant succeeded to all the assets, liabilities, subsidiaries and other
properties of the Company to the fullest extent provided by law, and the rights
of the shareholders and internal affairs of the Registrant are governed by the
articles of incorporation and bylaws of Registrant and the Pennsylvania Business
Corporation Law of 1988, as amended. As a result of the merger, Registrant has
the same name, business, management, benefit plans, location, assets,
liabilities and net worth as did the Company.
Registrant's Common Stock is deemed registered under Section
12(g) of the Securities Exchange Act of 1934 by operation of Reg. 240.12g-3(a).
Exhibits
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2.1 Plan of Merger by and between MotivePower Industries, Inc., a
Delaware corporation, and the MotivePower Industries Merger
Subsidiary, Inc., a Pennsylvania corporation. (Included as
Appendix A to the Company's definitive proxy statement filed
with the Commission on March 19, 1999 and incorporated herein
by reference).
3.1 Articles of Incorporation of the Registrant. (Included as
Appendix B to the Company's definitive proxy statement filed
with the Commission on March 19, 1999 and incorporated herein
by reference).
3.2 Bylaws of the Registrant. (Included as Exhibit No. 2 to the
Registrant's Registration Statement on Form 8-A as filed with
the Commission on May 4, 1999 and incorporated herein by
reference).
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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 hereunto duly authorized.
MOTIVEPOWER INDUSTRIES, INC.
By /s/ David L. Bonvenuto
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Name: David L. Bonvenuto
Title: Vice President, Controller and
Chief Accounting Officer
Date: May 14, 1999
Pittsburgh, Pennsylvania