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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Westinghouse Air Brake Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
960386 10 0
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. [ X ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* 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 ("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).
Page 1 of 5 Pages
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SCHEDULE 13G
CUSIP No. 960386 10 0 Page 2 of 5 Pages
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RAC Voting Trust
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States
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(5) Sole Voting Power
Number of 5,597,760
Shares (See Item 4 for explanation)
Beneficially --------------------------------------------------------
Owned by (6) Shared Voting Power
Each -0-
Reporting --------------------------------------------------------
Person With (7) Sole Dispositive Power
5,597,760
(See Item 4 for explanation)
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(8) Shared Dispositive Power
-0-
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
5,597,760
(See Item 4 for explanation)
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
(See Item 4 for explanation)
(11) Percent of Class Represented by Amount in Row (9)
14.93%
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(12) Type of Reporting Person*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) Effective May 10, 1996, the Voting Trust Agreement (1,319,175
shares of RMI Common Stock with Mellon Bank, N.A., as Trustee)
was terminated.
Page 2 of 5 Pages
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ITEM 1(a). NAME OF ISSUER:
Westinghouse Air Brake Company (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1001 Air Brake Avenue
Wilmerding, PA 15148
ITEM 2(a). NAME OF PERSON FILING:
RAC Voting Trust
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
Westinghouse Air Brake Company, 1001 Air Brake Avenue,
Wilmerding, PA 15148
ITEM 2(c). CITIZENSHIP:
United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share (the "Shares")
ITEM 2(e). CUSIP NUMBER:
960386 10 0
ITEM 3. STATEMENT FILED PURSUANT TO RULE 13d-1(b) OR RULE
13d-2(b):
None of the categories is applicable to any of the
undersigned.
ITEM 4. OWNERSHIP:
As calculated under Rule 13d-3, the Voting Trust would
be deemed to be the beneficial owner, as of December 31,
1996 approximately 5,597,760 Shares, or approximately
14.93% of the total Shares actually outstanding as of
such date.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Inapplicable.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
The persons who, pursuant to the RAC Voting Trust/
Disposition Agreement dated as of January 9, 1990, as
amended, delivered their shares of Common Stock of the
Company to the Trustees of the Voting Trust and received
in exchange therefor Voting Trust certificates, and such
persons' permitted transferees, possess the rights to
receive and the power to direct the receipt of dividends
from the Shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Inapplicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Inapplicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Inapplicable
ITEM 10. CERTIFICATION:
Inapplicable
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement with respect to itself is true, complete and correct.
Dated: February 5, 1997 RAC VOTING TRUST
By: /s/ KEVIN P. CONNER
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Trustee
Page 5 of 5 Pages