FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number 3235-0104 Expires: September 30, 1998 Estimated average burden hours per response . . . . 0.5
1. Name and Address of Reporting 2. Date of 4. Issuer Name and Ticker or Trading Symbol Person Event Re- quiring MK Rail Corporation (MKRL) Merrill Lynch, Pierce, Fenner Statement & Smith Incorporated (Month/Day/ ______________________________ Year) (Last) (First) (Middle) 9/14/96 5. Relationship of Reporting 6. If Amendment, Person to Issuer Date of Original World Financial Center (Check all applicable) (Month/Day/Year) North Tower 250 Vesey Street ____ Director ____ 10% Owner 7. Individual or Joint/Group ____ Officer __x_ Other (specify Filing (Check Applicable _______________________________ 3. IRS or Social (give title below)* Line) (Street) Security Number of below) __ Form filed by One Reporting Person Deemed Member of Group Reporting Person New York, NY 10281 (Voluntary) ______________________ _x_ Form filed by More than One Reporting Person _______________________________ #13-5674085 (City) (State) (Zip) TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect Beneficial Ownership (Instr. 4) Securities Form: Direct (Instr. 5) Beneficially (D) or Indirect Owned (Instr. 4) (I) (Instr. 5) Common Stock, $.01 par value approximately 579,979.27* D Common Stock, $.01 par value approximately 579,979.27* I *
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over) (Print or Type Responses) SEC 1473(8-92) TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. Title of Derivative 2. Date Exer- 3. Title and Amount of 4. Conver- 5. Ownership 6. Nature of Indirect Security cisable Securities Underlying sion or Form of Beneficial Ownership (Instr. 4) and Expiration Derivative Security Exercise Derivative (Instr. 5) Date (Month/ (Instr. 4) Price of Security: Day/Year) Derivative Direct (D) Security Indirect (I) (Instr. 5) Date Expiration Title Amount Exer- Date or cisable Number of Shares
Explanation of Responses: * The Common Stock will be acquired by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a direct, wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co."), pursuant to an order of the United States Bankruptcy Court for the District of Delaware, dated August 26, 1996, confirming the First Amended Plan of Reorganization of Morrison Knudsen Corporation ("MKC") under Chapter 11 of the Bankruptcy Code (the "Plan") in satisfaction of certain claims against MKC. The Plan required creditors of MKC, including MLPF&S, to be bound by the terms of a Stockholders Agreement dated as of June 20, 1996, MLPF&S may be deemed to be a party to the Stockholders Agreement with certain other stockholders (the "Stockholders") pursuant to which the shares of Common Stock owned by MLPF&S and the Stockholders must be voted for certain nominees for election to the board of directors and certain transfer restrictions apply to MLPF&S and the Stockholders. Accordingly, MLPF&S and the Stockholders may be deemed to constitute a group for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock held by the Stockholders and disclaim that they constitute a group with the other Stockholders for purposes of Section 13(d)(3) of the Exchange Act. Merrill Lynch, Pierce, Fenner & Smith Incorporated **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/Richard B. Alsop September 23, 1996 ------------------- ------------------ Richard B. Alsop Date Attorney-In-Fact Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Page 2 SEC 1473 (8-92) JOINT FILER INFORMATION Name: Merrill Lynch & Co., Inc. Address: World Financial Center - North Tower 250 Vesey Street New York, New York 10281 Designated Filer: Merrill Lynch, Pierce, Fenner & Smith Incorporated Issuer & Ticker Symbol: MK Rail Corporation (MKRL) Date of Event Requiring Statement: September 14, 1996 Signature: /s/ Richard B. Alsop ------------------------ Richard B. Alsop* Attorney-In-Fact * Signed pursuant to a power of attorney, dated November 17, 1995, included as Exhibit B to the Schedule 13G filed by Merrill Lynch & Co., Inc. for Walden Residential Properties, Inc. and incorporated herein by reference.