SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 1997 Commission File Number 0-22906 ------------ ABC RAIL PRODUCTS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-3498749 (State or other jurisdiction (IRS Employer of incorporation) Identification Number) 200 SOUTH MICHIGAN AVENUE SUITE 1300 CHICAGO, ILLINOIS 60604 (312) 322-0360 (Address and telephone number of principal executive offices) ITEM 5. OTHER EVENTS. - ---------------------- ABC Rail Products Corporation (the "Company") is filing herewith certain exhibits that relate to the Company's Registration Statement on Form S-3, filed with the Securities and Exchange Commission on November 15, 1996 (Registration No. 333-16241). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------------------------------------------- (c) Exhibits 1.1 Form of Underwriting Agreement by and among the Company, Robert W. Baird & Co. Incorporated and Piper Jaffray Inc. 4.1 Officer's Certificate dated January 28, 1997 pursuant to Section 301 of the Indenture dated January 28, 1997 between the Company and First Trust National Association, as Trustee. 4.2 Form of the Company's 9 1/8% Senior Subordinated Note Due 2004. 2 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. ABC RAIL PRODUCTS CORPORATION By /s/ D. Chisholm MacDonald ------------------------------ D. Chisholm MacDonald Senior Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) Date: January 31, 1997 EXHIBIT INDEX ------------- EXHIBIT SEQUENTIAL NUMBER DOCUMENT DESCRIPTION PAGE NUMBER - ------ -------------------- ----------- 1.1 Form of Underwriting Agreement by and among the Company, Robert W. Baird & Co. Incorporated and Piper Jaffray Inc. 4.1 Officer's Certificate dated January 28, 1997 pursuant to Section 301 of the Indenture dated January 15, 1997 between the Company and First Trust National Association, as Trustee. 4.2 Form of the Company's 9 1/8% Senior Subordinated Note Due 2004.