1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998, or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ------------------ Commission file number: 33-78660 Full title of the plan: MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: MOTIVEPOWER INDUSTRIES, INC. Two Gateway Center 14th Floor Pittsburgh, Pennsylvania 15222 2 MOTIVEPOWER INDUSTRIES, INC. ANNUAL REPORT ON FORM 11-K FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 TABLE OF CONTENTS PAGE ---- INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS Statements of Net Assets Available for 4 Benefits, With Fund Information, December 31, 1998 and 1997 Statement of Changes in Net Assets 5 Available for Benefits, With Fund Information, for the Year Ended December 31, 1998 Notes to Financial Statements 6 SUPPLEMENTAL SCHEDULES Item 27(a) - Schedule of Assets Held for 11 Investment Purposes (at the end of the plan year) December 31, 1998 Item 27(d) - Schedule of Reportable Transactions 12 for the Year ended December 31, 1998 SIGNATURE 13 EXHIBITS Independent Auditors' Consent 14 2 3 Independent Auditors' Report To the MotivePower Industries, Inc. Savings Plan and Participants: We have audited the accompanying statements of net assets available for benefits with fund information of the MotivePower Industries, Inc. Savings Plan as of December 31, 1998 and 1997 and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements referred to above present fairly in all material respects, the net assets available for benefits of the Plan as of December 31, 1998 and 1997 and the changes in its net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules listed in the table of contents as of December 31, 1998 and for the year ended December 31, 1998 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Grossman Yanak & Ford LLP Grossman Yanak & Ford LLP Pittsburgh, Pennsylvania June 11, 1999 3 4 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN Statements of Net Assets Available for Benefits, With Fund Information, December 31, 1998 and 1997 Fund Information --------------------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------------------- MotivePower T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price Common Stable Value International Science & Spectrum Stock Fund Stock Fund Technology Fund Income Fund ----------- ------------- ------------- --------------- ------------- (December 31, 1998) ASSETS: Investments, at fair value: MotivePower common stock $4,161,430 $ -- $ -- $ -- $ -- Registered investment companies -- 2,787,221 1,425,420 4,338,646 1,725,412 Loans to participants -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total investments 4,161,430 2,787,221 1,425,420 4,338,646 1,725,412 ---------- ---------- ---------- ---------- ---------- Receivables: Employer -- -- -- -- -- Participant -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total receivables -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total assets 4,161,430 2,787,221 1,425,420 4,338,646 1,725,412 ---------- ---------- ---------- ---------- ---------- LIABILITIES: Employer contribution paid in advance -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $4,161,430 $2,787,221 $1,425,420 $4,338,646 $1,725,412 ========== ========== ========== ========== ========== (December 31, 1997) ASSETS: Investments, at fair value: MotivePower common stock $2,544,955 $ -- $ -- $ -- $ -- Registered investment companies -- 2,485,365 1,446,336 2,783,021 1,607,606 Loans to participants -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total investments 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606 ---------- ---------- ---------- ---------- ---------- Receivables: Employer -- -- -- -- -- Participant -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total receivables -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total assets 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606 ---------- ---------- ---------- ---------- ---------- LIABILITIES: Employer contribution paid in advance -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net assets available for benefits $2,544,955 $2,485,365 $1,446,336 $2,783,021 $1,607,606 ========== ========== ========== ========== ========== MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN Statements of Net Assets Available for Benefits, With Fund Information, December 31, 1998 and 1997 Fund Information -------------------------------------------------------------------------- Participant Non-Participant Directed Directed --------------------------------------------------------- --------------- T. Rowe Price T. Rowe Price MotivePower Short-Term Spectrum Loan Common Bond Fund Growth Fund Fund Other Stock Total ------------- ----------- ----------- ----------- ----------- ----------- (December 31, 1998) ASSETS: Investments, at fair value: MotivePower common stock $ -- $ -- $ -- $ -- $ 3,898,323 $ 8,059,753 Registered investment companies 509,127 3,700,001 -- 4,888 -- 14,490,715 Loans to participants -- -- 681,423 -- -- 681,423 ----------- ----------- ----------- ----------- ----------- ----------- Total investments 509,127 3,700,001 681,423 4,888 3,898,323 23,231,891 ----------- ----------- ----------- ----------- ----------- ----------- Receivables: Employer -- -- -- 85,213 -- 85,213 Participant -- -- -- 134,911 -- 134,911 ----------- ----------- ----------- ----------- ----------- ----------- Total receivables -- -- -- 220,124 -- 220,124 ----------- ----------- ----------- ----------- ----------- ----------- Total assets 509,127 3,700,001 681,423 225,012 3,898,323 23,452,015 ----------- ----------- ----------- ----------- ----------- ----------- LIABILITIES: Employer contribution paid in advance -- -- -- 37,966 -- 37,966 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 509,127 $ 3,700,001 $ 681,423 $ 187,046 $ 3,898,323 $23,414,049 =========== =========== =========== =========== =========== =========== (December 31, 1997) ASSETS: Investments, at fair value: MotivePower common stock $ -- $ -- $ -- $ -- $ 2,643,417 $ 5,188,372 Registered investment companies 499,604 2,875,782 -- -- -- 11,697,714 Loans to participants -- -- 536,140 -- -- 536,140 ----------- ----------- ----------- ----------- ----------- ----------- Total investments 499,604 2,875,782 536,140 -- 2,643,417 17,422,226 ----------- ----------- ----------- ----------- ----------- ----------- Receivables: Employer -- -- -- 51,366 -- 51,366 Participant -- -- -- 87,048 -- 87,048 ----------- ----------- ----------- ----------- ----------- ----------- Total receivables -- -- -- 138,414 -- 138,414 ----------- ----------- ----------- ----------- ----------- ----------- Total assets 499,604 2,875,782 536,140 138,414 2,643,417 17,560,640 ----------- ----------- ----------- ----------- ----------- ----------- LIABILITIES: Employer contribution paid in advance -- -- -- 278,293 -- 278,293 ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits $ 499,604 $ 2,875,782 $ 536,140 $ (139,879) $ 2,643,417 $17,282,347 =========== =========== =========== =========== =========== =========== 4 5 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information For the Year Ended December 31, 1998 Fund Information --------------------------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------------------------- MotivePower T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price Common Stable Value International Science & Spectrum Stock Fund Stock Fund Technology Fund Income Fund ----------- ------------- ------------- --------------- ------------- Investment income: Dividends $ 42 $ 151,295 $ 51,867 $ 109,284 $ 129,664 Interest -- -- -- -- -- Net appreciation (depreciation) in fair value of investments 1,203,703 -- 157,709 1,196,926 (25,119) ----------- ----------- ----------- ----------- ----------- Total investment income 1,203,745 151,295 209,576 1,306,210 104,545 ----------- ----------- ----------- ----------- ----------- Contributions: Employer 421,380 -- -- -- -- Participant directed 348,372 166,862 161,426 340,615 159,147 Participant rollovers 77,803 38,061 71,986 243,999 106,280 ----------- ----------- ----------- ----------- ----------- Total contributions 847,555 204,923 233,412 584,614 265,427 ----------- ----------- ----------- ----------- ----------- Other 13 3,387 -- 4 -- ----------- ----------- ----------- ----------- ----------- Total additions 2,051,313 359,605 442,988 1,890,828 369,972 ----------- ----------- ----------- ----------- ----------- Forfeitures -- -- -- -- -- Benefits paid to participants (131,812) (193,583) (231,325) (276,172) (250,023) ----------- ----------- ----------- ----------- ----------- Total deductions (131,812) (193,583) (231,325) (276,172) (250,023) ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 1,919,501 166,022 211,663 1,614,656 119,949 Interfund transfers (303,026) 135,834 (232,579) (59,031) (2,143) ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 1,616,475 301,856 (20,916) 1,555,625 117,806 Net assets available for benefits: Beginning of year 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606 ----------- ----------- ----------- ----------- ----------- End of year $ 4,161,430 $ 2,787,221 $ 1,425,420 $ 4,338,646 $ 1,725,412 =========== =========== =========== =========== =========== MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits, With Fund Information For the Year Ended December 31, 1998 Fund Information -------------------------------------------------------------------------- Participant Non-Participant Directed Directed --------------------------------------------------------- --------------- T. Rowe Price T. Rowe Price MotivePower Short-Term Spectrum Loan Common Bond Fund Growth Fund Fund Other Stock Total ------------- ----------- ----------- ----------- ----------- ----------- Investment income: Dividends $ 25,582 $ 315,143 $ -- $ -- $ -- 782,877 Interest -- -- 46,845 -- -- 46,845 Net appreciation (depreciation) in fair value of investments 1,876 103,675 -- -- 1,063,979 3,702,749 ------------ ------------ ------------ ------------ ------------ ------------ Total investment income 27,458 418,818 46,845 -- 1,063,979 4,532,471 ------------ ------------ ------------ ------------ ------------ ------------ Contributions: Employer -- -- -- 85,213 424,785 931,378 Participant directed 56,314 398,202 -- 134,911 -- 1,765,849 Participant rollovers 13,397 326,534 -- -- -- 878,060 ------------ ------------ ------------ ------------ ------------ ------------ Total contributions 69,711 724,736 -- 220,124 424,785 3,575,287 ------------ ------------ ------------ ------------ ------------ ------------ Other -- 2 25,179 -- 3 28,588 ------------ ------------ ------------ ------------ ------------ ------------ Total additions 97,169 1,143,556 72,024 220,124 1,488,767 8,136,346 ------------ ------------ ------------ ------------ ------------ ------------ Forfeitures -- -- -- (77,621) -- (77,621) Benefits paid to participants (75,196) (272,824) (79,459) -- (416,629) (1,927,023) ------------ ------------ ------------ ------------ ------------ ------------ Total deductions (75,196) (272,824) (79,459) (77,621) (416,629) (2,004,644) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 21,973 870,732 (7,435) 142,503 1,072,138 6,131,702 Interfund transfers (12,450) (46,513) 152,718 184,422 182,768 -- ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 9,523 824,219 145,283 326,925 1,254,906 6,131,702 Net assets available for benefits: Beginning of year 499,604 2,875,782 536,140 (139,879) 2,643,417 17,282,347 ------------ ------------ ------------ ------------ ------------ ------------ End of year $ 509,127 $ 3,700,001 $ 681,423 $ 187,046 $ 3,898,323 $ 23,414,049 ============ ============ ============ ============ ============ ============ 5 6 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of the Company and the Plan MotivePower Industries, Inc. and its subsidiaries (collectively, the "Company") is a leader in the manufacturing of products for rail and other power-related industries. Through its subsidiaries, the Company manufactures and distributes engineered locomotive components and parts; provides locomotive fleet maintenance; overhauls and remanufactures locomotives; manufactures environmentally friendly switcher, commuter and mid-range DC and AC traction, diesel-electric and liquified natural gas locomotives; and manufactures components for power, marine and industrial markets. The Company's primary customers are freight and passenger railroads, including every Class I railroad in North America. On November 28, 1997, the Company acquired certain assets and liabilities of Jomar, an Illinois based manufacturer of locomotive brake rigging and other related components. The Jomar Plan was subsequently terminated. On December 2, 1997, the Company acquired all the outstanding shares of Microphor, a California based manufacturer of self-contained sanitation and waste retention systems. During 1998, $432,500 was converted into the Plan from the Microphor Plan which was merged into the MotivePower Plan. The following description of the MotivePower Industries, Inc. Savings Plan (the "Plan"), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan. General The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is administered by a Committee appointed by the Board of Directors or the Chief Executive Officer of the Company. The Committee, as named fiduciary, has all powers necessary to carry out the provisions of the Plan and to satisfy the requirements of any applicable law. The Committee establishes among other things the funding policy of the Plan. T. Rowe Price Trust Company (the "Trustee") serves as trustee of the Plan. The Trustee is custodian of the Plan's assets and invests all contributions to the Plan as directed by the Committee and/or the Participants. T. Rowe Price Retirement Plan Services, Inc. (the "Record Keeper") serves as recordkeeper of the Plan. The Plan is composed of eight funds: the MotivePower Industries, Inc. Common Stock Fund which invests exclusively in the stock of MotivePower Industries, Inc.; the T. Rowe Price Stable Value Fund, which invests primarily in investment contracts issued by insurance companies and banks; the T. Rowe Price International Stock Fund, which invests in the stock of foreign companies; the T. Rowe Price Science & Technology Fund, which invests in companies in a wide range of industries including computers, genetic engineering, communications, health care and waste management; the T. Rowe Price Spectrum Income Fund, which invests in up to seven T. Rowe Price Funds selecting from a variety of income instruments including: treasuries, GNMAs, and high quality bonds, high yield bonds, foreign issues, and dividend paying stocks; the T. Rowe Price Short-Term Bond Fund, which invests in short-and intermediate-term securities, focusing on high quality treasuries, certificates of deposit, and finance industry bonds; the T. Rowe Price Spectrum Growth Fund, which invests in up to seven T. Rowe Price Funds 6 7 selecting from domestic and international stocks and money market securities; and a Participant Loan Fund. Participants may transfer balances between funds daily. The investments in the Plan are subject to market risk related to the underlying securities. The investments are distributed among various types of securities whose values will fluctuate. Participation Substantially all salaried and hourly employees regularly employed by the Company and not covered under the terms of collective bargaining agreements are participants in the plan. A Participant may complete an enrollment form whereby the employee authorizes regular salary deferrals for each pay period which the Company shall then contribute to the Plan. These contributions are excluded from the Participants' taxable income for federal income tax purposes until received as a withdrawal or distribution from the Plan. A Participant may direct the Company to increase or decrease the percentage of salary deferrals at any time. Such change will take effect as soon as practicable after written notice has been delivered. Contributions The Plan provides that a Participant may elect to defer up to the lesser of 15% of salary or the applicable limit established by Internal Revenue Service Code Section 402(g) ($10,000 for the 1998 calendar year). The Plan also provides that certain limitations may be imposed on Participant contributions in order to comply with statutory requirements. Effective January 1, 1997 the Company made basic contributions, in an amount equal to 1% of an eligible employee's gross salary and on July 1, 1997 the Company increased those basic contributions to 2% of an eligible employee's gross salary. The Company basic contributions are in the form of Company stock. Beginning January 1, 1998 the Company made matching contributions, in the form of Company stock, of 50% of an eligible employee's contributions into the Plan to a maximum of 3% of eligible gross wages. Withdrawals Eligible Participants may be permitted to make withdrawals from the Plan subject to provisions in the Plan document. Inactive or terminated Participants may request a lump sum distribution. Amounts contributed through salary deferrals may be withdrawn by or distributed to a Participant only (1) upon termination of employment or (2) upon attaining the age of 59 1/2. Upon proof, to the satisfaction of the Committee, of an immediate and heavy financial need, amounts in the salary deferral account may be withdrawn for a hardship purpose. Certain income tax penalties may apply to withdrawals or distributions prior to age 59 1/2. Investment Elections Each Participant may direct salary deferral contributions to be invested in one or more of the eight funds described above. A Participant may change such allocation and/or transfer all or a portion of the value of his or her account, in minimum increments of 1% by notifying the Trustee. Investment of Company basic contributions may not be directed by the Participant while Company matching contributions may be redirected by the Participant once contributed into the Plan. 7 8 Valuation All of a Participant's salary deferral contributions are credited to his or her account. The value of each of the separate funds is determined on each valuation date (daily). The Record Keeper then determines the value and increases or decreases each Participant's account to reflect his or her proportionate interest in each of the funds. A Participant's interest is represented by shares in each fund. Any cash or stock dividend received on shares of Company stock or any T. Rowe Price fund shall be allocated to Participants' accounts. Vesting Participants' salary deferral contributions and Company basic contributions are fully vested at all times. With respect to vesting of Company matching contributions, upon completion of five years of service or after attaining Normal Retirement Date (age 65) or by reason of disability or death, a Participant shall become fully vested. Participants are credited with years of service based on years of service with the Company, the previous parent of the Company, subsidiaries of the Company, and subsidiaries acquired through acquisitions depending on the terms of the acquisition agreement. A Participant with less than five years of service shall vest in Company matching contributions according to the following schedule: Years of Service Vesting Percentage ---------------- ------------------ Less than 1 0% 1 but less than 2 20% 2 but less than 3 40% 3 but less than 4 60% 4 but less than 5 80% 5 or more 100% Amounts contributed through salary deferrals may be withdrawn by or distributed to a Participant only (1) upon termination of employment or (2) upon attaining the age of 59 1/2. Upon proof, to the satisfaction of the Committee, of an immediate and heavy financial need, amounts in the salary deferral account may be withdrawn for a hardship purpose. Certain income tax penalties may apply to withdrawals or distributions prior to age 59 1/2. Forfeitures When terminations of participation in the Plan occur, the nonvested portion of a Participant's account, as defined by the Plan, generally results in a forfeiture. Such forfeitures are available to reduce subsequent Company contributions to the Plan. At December 31, 1998 and 1997, forfeitures totaled $37,966 and $278,293, respectively. However, if upon reemployment, the former Participant fulfills certain requirements, as defined in the Plan, the previously forfeited nonvested portion of the Participant's account will be restored through Company contributions or transfer from the forfeiture account. Participant forfeitures are invested in the T. Rowe Price Stable Value Fund. Loans to Participants The Plan allows for loans to Participants. A Participant may apply for and obtain a loan in an amount as defined in the Plan (not less than $1,000 and not greater than $50,000 or 50% of his or her vested account balance) from their account balance. Loans are generally repaid over a period not exceeding five years; however, the term of a loan for the purchase of a primary residence may exceed five years. Interest is charged at a rate deemed reasonable by the Committee. 8 9 Payments of principal and interest are credited to the Participant's account. With the exception for loans initiated in a prior plan, Participants may have only one outstanding loan at any time. Plan Termination The Company has the right to suspend contributions to the Plan or to terminate or modify the Plan from time to time. In the event that the Plan is terminated or contributions by the Company are discontinued, each Participant's Company contribution account will be fully vested. Benefits under the Plan are provided solely from the Plan assets. 2. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared under the accrual basis of accounting. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting periods. Actual results may differ from those estimates. Valuation of Investments The Plan's shares of common stock and registered investment companies are presented at fair market value, which is based on published market quotations. Loans to participants are valued at cost, which approximates fair value. Measurement Date Purchases and sales of securities are recorded on a trade-date basis. Expenses The Company has paid all costs and expenses incurred in the administration of the Plan. Payment of Benefits Benefits are recorded when paid. 3. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits as reflected in the financial statements to the Form 5500 for the 1998 and 1997 Plan year: 1998 1997 ----------- ----------- Net assets available for benefits per the financial statements $23,414,049 $17,282,347 Less amounts allocated to withdrawing Participants 172,520 31,568 ----------- ----------- Net assets available for benefits per the Form 5500 $23,241,529 $17,250,779 =========== =========== The following is a reconciliation of benefits paid to Participants as reflected in the financial statements to the Form 5500 for the 1998 Plan year. 9 10 1998 ---------- Benefits paid to Participants per the financial statements $1,927,023 Add: Amounts allocated to withdrawing Participants at December 31, 1998 172,520 Less: Amounts allocated to withdrawing Participants at December 31, 1997 (31,568) ---------- Benefits paid to Participants per the Form 5500 $2,067,975 ========== Amounts allocated to withdrawing Participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. 4. Tax Status The Plan obtained its latest determination letter on February 12, 1996 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code and that therefore, the Plan qualified under Section 401(a) of the Code as of December 31, 1995. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. Investments Exceeding 5% of Net Assets The Plan's investments which exceeded 5% of net assets available for benefits are as follows: December 31, ------------ 1998 1997 ---------- ---------- MotivePower Industries, Inc. Common Stock $8,059,753 $5,188,372 T. Rowe Price Stable Value Fund 2,787,221 2,485,365 T. Rowe Price International Stock Fund 1,425,420 1,446,336 T. Rowe Price Science & Technology Fund 4,338,646 2,783,021 T. Rowe Price Spectrum Income Fund 1,725,412 1,607,606 T. Rowe Price Spectrum Growth Fund 3,700,001 2,875,782 6. Subsequent Event One June 2, 1999, the Company agreed to merge with Westinghouse Air Brake Company ("WABCO"). The Company will be the surviving corporation. Each share of WABCO common stock will be converted into 1.3 shares of the Company's common stock. The merger is intended to be a tax-free reorganization for federal income tax purposes. The Company will account for the merger using the pooling of interests accounting method. Completion of the merger is subject to various conditions, including the approval of the merger by stockholders of each of the Company and WABCO. The impact of the merger on the Plan has not been determined. 10 11 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN EIN: 82-0461010 Plan Number: 001 Item 27 (a) - Schedule of Assets Held for Investment Purposes (at the end of the plan year) December 31, 1998 - -------------------------------------------------------------------------------- Column A Column B Column C Column D Column E - -------- -------- -------- -------- -------- Description of investment including Identity of issue, borrower, maturity date, rate of interest, Current lessor or similar party collateral, par or maturity value Cost Value ----------------------- --------------------------------- ---- ----- Common Stock ------------ * MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 250,400.115 Shares $ 3,555,556 $ 8,059,753 ----------- ----------- Registered Investment Companies ------------------------------- * T. Rowe Price Trust Company T. Rowe Price Stable Value Fund 2,787,221.54 Shares 2,787,221 2,787,221 * T. Rowe Price Trust Company T. Rowe Price International Stock Fund 95,091.359 Shares 1,245,276 1,425,420 * T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 115,175.086 Shares 3,118,080 4,338,646 * T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 150,035.774 Shares 1,656,820 1,725,412 * T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund 108,324.816 Shares 510,870 509,127 * T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 224,924.081 Shares 3,298,653 3,700,001 ----------- ----------- 12,616,920 14,485,827 ----------- ----------- Loan Fund * Participant Loans Various Loans; 8.0% to 10.0%, due 12 to 120 months from date of loan -- 681,423 ----------- ----------- $16,172,476 $23,227,003 ----------- ----------- * Party-in-Interest Note: Cost of participant loans is $-0- as indicated in the instructions to Form 5500 - item 27 (a). 11 12 MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN EIN: 82-0461010 Plan Number: 001 Item 27 (d) - Schedule of Reportable Transactions December 31, 1998 - -------------------------------------------------------------------------------- Series Transactions, When Aggregated, Involving an Amount in Excess of Five Percent of the Current Value of Plan Assets Column A Column B Column C Column D Column G -------- -------- -------- -------- -------- Identity of Purchase Selling Cost Party Involved Description of Asset Price Price of Asset -------------- -------------------- -------- ------- -------- T. Rowe Price Trust Company T. Rowe Price Stable Value Fund $ 1,175,397 $ 1,175,397 $ 879,004 879,004 T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund 154,586 154,586 146,940 147,102 T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 973,327 973,327 614,646 524,327 T. Rowe Price Trust Company T. Rowe Price International Stock Fund 344,413 344,413 523,056 460,524 T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 476,821 476,821 333,897 322,527 T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 1,331,472 1,331,472 610,927 545,519 MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 1,706,004 1,706,004 1,097,700 592,826 Column A Column B Column H Column I -------- -------- -------- -------- Current Value Identity of of Asset on Net Gain Party Involved Description of Asset Transaction Date or (Loss) -------------- -------------------- ---------------- --------- T. Rowe Price Trust Company T. Rowe Price Stable Value Fund $ $1,175,397 879,004 $ -- T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund 154,586 146,940 (162) T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 973,327 614,646 90,319 T. Rowe Price Trust Company T. Rowe Price International Stock Fund 344,413 523,056 62,532 T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 476,821 333,897 11,370 T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 1,331,472 610,927 65,408 MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 1,706,004 1,097,700 504,874 Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have been omitted because there is no information to report. 12 13 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN By: MOTIVEPOWER INDUSTRIES, INC. Plan Administrator Date June 28, 1999 By /s/ Scott Wahlstrom --------------- ------------------------------------- Scott Wahlstrom Vice President of Human Resources 13