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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment No. 2
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOTIVEPOWER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 82-0461010
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Two Gateway Center, Pittsburgh, PA 15222
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] 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
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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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 amended as of
June 3, 1999, and such Form 8-A, as amended, is hereby incorporated by reference
herein.
The Registrant executed the Sixth Amendment (the "Amendment"), dated as
of September 26, 1999, to the Rights Agreement, dated as of January 19, 1996, as
amended as of April 5, 1996, June 20, 1996, July 25, 1996 and June 2, 1999 (the
"Rights Agreement"), between the Registrant and ChaseMellon Shareholder
Services, L.L.C., 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 renders the
Rights Agreement inapplicable with respect to the transactions contemplated by
the Amended and Restated Agreement and Plan of Merger, dated as of September 26,
1999, between the Registrant and Westinghouse Air Brake Company.
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.
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1. Sixth Amendment to Rights Agreement, dated as of September 26,
1999, between MotivePower Industries, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
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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
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Jeannette Fisher-Garber
Vice President, General Counsel and
Secretary
Dated: September 28, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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1 Sixth Amendment to Rights Agreement, dated as of September 26,
1999, between MotivePower Industries, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.