SECURITIES AND EXCHANGE COMMISSION OMB WASHINGTON, D.C. 20549 APPROVAL _____________ OMB Number: SCHEDULE 13D 3235-0145 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 1)* MotivePower Industries, Inc., f/k/a MK Rail Corporation - -------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - --------------------------------------------------------------------------- (Title of Class of Securities) 55305T102 - ------------------------------------------------------------------------------- (CUSIP Number) Judith Welcom, Esq. Brown & Wood LLP One World Trade Center New York, New York 10048 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1997 - ----------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (continued on following pages) (Page 1 of 3 Pages) SCHEDULE 13D CUSIP NO.55305T102 PAGE 2 OF 3 PAGES ------------ --- --- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch & Co., Inc. #13-2740599 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 156,372 EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER WITH 156,372 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,372 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP NO. 55305T102 Page 3 of 3 Pages --------- --- --- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch, Pierce, Fenner & Smith Incorporated #13-5674085 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 156,372 EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON 10 SHARED DISPOSITIVE POWER WITH 156,372 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 156,372 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14 TYPE OF REPORTING PERSON* BD *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to the common stock, $.01 par value per share ("Common Stock"), of MotivePower Industries, Inc., f/k/a MK Rail Corporation, a Delaware corporation ("MotivePower"), and is being filed on behalf of the Reporting Persons to amend the Schedule 13D previously filed by them on September 23, 1996 (the "Schedule 13D"). The principal executive office of MotivePower is 1200 Reedsdale Street, Pittsburgh, PA 15233. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND Item 2 of Schedule 13D is hereby amended to reflect that, as of October 31, 1997, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a registered broker-dealer, is the beneficial owner of 156,372 shares of the Common Stock of MotivePower. Item 2 of Schedule 13D is further amended by replacing Schedule A referred to therein with the amended Schedule A attached hereto, and by replacing the term "MK Rail" with the term "MotivePower" throughout Item 2. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of Schedule 13D is hereby amended by deleting the first paragraph thereof and replacing it with the following: Pursuant to an order of the United States Bankruptcy Court for the District of Delaware, dated August 26, 1996, the First Amended Plan of Reorganization of Morrison Knudsen Corporation ("MKC") under Chapter 11 of the Bankruptcy Code (the "Plan") was confirmed. Under the Plan, MLPF&S received 555,972 shares of Common Stock of MotivePower pursuant to the Plan. Item 3 of Schedule 13D is further amended by replacing the term "MK Rail" with the term "MotivePower" throughout Item 3. ITEM 4. PURPOSE OF TRANSACTION Item 4 of Schedule 13D is hereby amended by deleting the phrase "became entitled to the approximately 579,979.27 shares" in the first clause of the first sentence thereof and replacing it with the phrase "received the 555,972 shares". Item 4 of Schedule 13D is further amended by replacing the term "MK Rail" with the term "MotivePower" throughout Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of Schedule 13D is amended hereby by replacing the term "MK Rail" with the term "MotivePower" throughout Item 5. In addition, the following specific amendments are made to Items 5(a)-(f) of Schedule 13D: (a) Item 5(a) of Schedule 13D is amended by deleting the first paragraph thereof and replacing it with the following: Following the confirmation of the Plan on September 14, 1996, the Reporting Persons received 555,972 shares of Common Stock of MotivePower, which amount constituted approximately 3.1% of the total amount of Common Stock of MotivePower then outstanding (based upon MotivePower's quarterly report for the period ended June 30, 1996). (b) Item 5(b) of Schedule 13D is amended by deleting the text of Item 5(b) and replacing it with the following: As of October 31, 1997, the Reporting Persons have shared power to vote or direct the vote and dispose or direct the disposition of 156,372 shares of Common Stock of MotivePower. (c) Item 5(c) of Schedule 13D is amended by deleting the text of Item 5(c) and replacing it with the following: During the 60 calendar day period ending on October 31, 1997, MLPF&S effected the following sales of the Common Stock of MotivePower, all of which were effected on the New York Stock Exchange: Date Total Amount of Shares Average Price per Share -------- ---------------------- ----------------------- 09/30/97 25,000 25.06 10/01/97 5,100 25.23 10/03/97 8,600 25.96 10/08/97 2,000 25.00 10/17/97 81,500 25.75 10/20/97 110,000 26.66 10/21/97 100,000 27.63 10/22/97 16,000 28.50 10/28/97 4,300 25.50 10/29/97 22,600 26.00 10/30/97 24,500 25.03 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended by replacing the term "MK Rail" with the term "MotivePower" throughout Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. SCHEDULE A Certain Information Concerning the Executive Officers and --------------------------------------------------------- Directors of Merrill Lynch & Co., Inc. -------------------------------------- Except where indicated, each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with ML&Co., the principal address of such person is described under Item 2 above. Name/Position Present Principal Occupation - ------------- ---------------------------- Herbert M. Allison, Jr. Same President, COO and Director William O. Bourke (1) Former Chairman and Chief Executive Officer, Director Reynolds Metals Company Worley H. Clark (2) Former Chairman and Chief Executive Officer, Director Nalco Chemical Company Michael J. Castellano Same Senior VP and Controller Jill K. Conway (3) Visiting Scholar, Massachusetts Institute of Director Technology Thomas W. Davis Same Exec. VP, Corporate and Institutional Client Group Edward L. Goldberg Same Exec. VP, Operations, Services and Technology Stephen L. Hammerman Same Vice Chairman, Director and General Counsel Earle H. Harbison, Jr. (4) Chairman, Harbison Corporation Director George B. Harvey (5) Former Chairman and CEO, Pitney Bowes Inc. Director William R. Hoover (6) Chairman of the Executive Committee, Consultant Director and Former Chairman and Chief Executive Officer, Computer Sciences Corp. Jerome P. Kenney Same Exec. VP, Corp. Strategy and Research David H. Komansky Same Chairman of the Board and CEO Robert P. Luciano (7) Chairman, Schering-Plough Corporation Director David K. Newbigging (8) Chairman, Equitas Holdings Limited Director E. Stanley O'Neal Same Exec. VP, Corporate and Institutional Client Group Aulana L. Peters (9) Partner of Gibson, Dunn & Crutcher LLP Director John J. Phelan, Jr. (10) Senior Advisor, Boston Consulting Group Winthrop H. Smith, Jr. Same Exec. VP, Chairman, Merrill Lynch International John L. Steffens Same Vice Chairman and Director William L. Weiss (11) Chairman Emeritus, Ameritech Corporation Director Joseph T. Willett Same Senior VP, CFO Arthur H. Zeikel (12) Same Executive Vice President, Merrill Lynch Asset Management Group _____________ 1 c/o Corporate Secretary Merrill Lynch & Co., Inc. 100 Church Street New York, NY 10080-6512 2 W. H. Clark Associates, Ltd. Suite 2222 Two First National Plaza 20 South Clark Street Chicago, IL 60603 3 Massachusetts Institute of Technology Program on Science, Technology & Society STS Building E-51, Room 209 F Cambridge, MA 02139 4 Harbison Corporation 7700 Bonhomme Ave. Suite 750 St. Louis, MO 63105 5 One Landmark Square Suite 1905, 19th Floor Stamford, CT 06901 6 Computer Sciences Corporation 2100 East Grand Ave. El Segundo, CA 90245 7 Schering-Plough Corporation P.O. Box 1000 One Giralda Farms Madison, NJ 07940-1000 8 Wah Kwong House, 9th Floor 10 Albert Embankment London SE1 7SP 9 Gibson, Dunn & Crutcher LLP 333 South Grand Ave. 47th Floor Los Angeles, CA 90071 10 c/o Corporate Secretary Merrill Lynch & Co., Inc. 100 Church Street New York, NY 10080-6512 11 One First National Plaza 21 South Clark St. Suite 2530C Chicago, IL 60603-2006 12 Merrill Lynch Asset Management 800 Scudders Mill Rd. Plainsboro, NJ 08536 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 1, 1997 Merrill Lynch & Co., Inc. /s/ Andrea Lowenthal ----------------------------------- Name: Andrea Lowenthal* Title: 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. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 1, 1997 Merrill Lynch, Pierce, Fenner & Smith Incorporated /s/ Andrea Lowenthal ----------------------------------- Name: Andrea Lowenthal** Title: Attorney-In-Fact ** Signed pursuant to a power of attorney, dated January 12, 1996, included as Exhibit 3 to the Schedule 13D and incorporated herein by reference.