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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1998
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WESTINGHOUSE AIR BRAKE COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 25-1615902
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 AIR BRAKE AVENUE
WILMERDING, PENNSYLVANIA 15148-0001
(Address, including zip code, of Registrant's Principal Executive Offices)
WESTINGHOUSE AIR BRAKE COMPANY
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
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ALVARO GARCIA-TUNON
VICE PRESIDENT
WESTINGHOUSE AIR BRAKE COMPANY
1001 AIR BRAKE AVENUE
WILMERDING, PENNSYLVANIA 15148-0001
(412) 825-1000
(Name and address, including zip code and telephone number,
including area code, of agent for service)
COPY TO:
PASQUALE D. GENTILE, ESQUIRE
REED SMITH SHAW & MCCLAY LLP
435 SIXTH AVENUE
PITTSBURGH, PA 15219
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share .................................1,600,000 shares $25.00 $40,000,000 $12,121.21
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1 Together with an indeterminate number of additional shares that may be
necessary to adjust the number of shares reserved for issuance under the
Westinghouse Air Brake Company 1995 Stock Incentive Plan as a result of any
future stock split, stock dividend or similar adjustment of the outstanding
Common Stock.
2 Estimated pursuant to Rules 457(h) and (c), solely for the purpose of
calculating the registration fee. The price per share is estimated to be
$25.00, based on the average of the high and low sales price of the Common
Stock as reported on the New York Stock Exchange Composite transactions
listing for July 14, 1998 as quoted in the Wall Street Journal.
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PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Form S-8 Registration Statement, is being filed pursuant to
paragraph E of the general instructions to Form S-8 to register an additional
1,600,000 shares of Common Stock, $.01 par value per share, being offered under
the Westinghouse Air Brake Company (the "Company") 1995 Stock Incentive Plan
(the "Plan").
The contents of the Company's initial Form S-8 Registration Statement
with respect to the Plan, File No. 33-80417 (the "Original S-8") which was filed
with the Securities and Exchange Commission on December 13, 1995, are hereby
incorporated by reference to this Form S-8 Registration Statement, except to the
extent modified below.
ITEM 8. EXHIBITS.
Exhibit
No.
-------
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the
Common Stock, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1
filed herewith).
23.2 Consent of Arthur Andersen LLP, filed herewith.
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF WILMERDING, STATE OF PENNSYLVANIA, ON
THE 20TH DAY OF JULY, 1998.
WESTINGHOUSE AIR BRAKE COMPANY
BY /s/ WILLIAM E. KASSLING
------------------------------------
WILLIAM E. KASSLING, CHAIRMAN OF THE
BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William E. Kassling and Robert J. Brooks,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitutes, may lawfully do or cause to be
done by virtue thereof.
PURSUANT TO THE REQUIREMENTS OF THE ACT, THIS REGISTRATION STATEMENT
HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON
THE 20TH DAY OF JULY, 1998.
Name Title
---- -----
/s/ William E. Kassling Chairman of the Board, President
- --------------------------- and Chief Executive Officer
William E. Kassling (principal executive officer)
/s/ Robert J. Brooks Chief Financial and Accounting
- --------------------------- Officer and Director
Robert J. Brooks (principal financial officer and
principal accounting officer)
/s/ James C. Huntington, Jr. Director
- ---------------------------
James C. Huntington, Jr.
/s/ Kim G. Davis Director
- ---------------------------
Kim G. Davis
/s/ Emilio A. Fernandez Director
- ---------------------------
Emilio A. Fernandez
/s/ James V. Napier Director
- ---------------------------
James V. Napier
/s/ James P. Kelley Director
- ---------------------------
James P. Kelley
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WESTINGHOUSE AIR BRAKE COMPANY
1995 STOCK INCENTIVE PLAN
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REGISTRATION STATEMENT
ON FORM S-8
Exhibit Index
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Exhibit Sequential
No. Document Page
- ------- -------- ----
<S> <C> <C>
5.1 Opinion of Reed Smith Shaw & McClay, as to 4
the legality of the Common Stock, filed
herewith.
23.1 Consent of Reed Smith Shaw & McClay (included --
in Exhibit 5.1 filed herewith).
23.2 Consent of Arthur Andersen LLP, independent 5
accountants, filed herewith.
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
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REED SMITH SHAW & MCCLAY LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
Exhibit 5.1
July 20, 1998
Westinghouse Air Brake Company
1001 Air Brake Avenue
Wilmerding, PA 15148-0001
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen and Ladies:
We have acted as special counsel to Westinghouse Air Brake
Company (the "Company") in connection with the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act") relating to up to 1,600,000 shares of the Company's
Common Stock, par value $.01 per share, (the "Common Stock") which may be
purchased by or awarded to employees of the Company pursuant to stock options
granted or restricted shares or performance units awarded under the Company's
1995 Stock Incentive Plan (the "Plan"). The Plan provides that either authorized
but unissued or treasury shares of Common Stock may be issued under the Plan. In
rendering our opinion below, we have assumed that any previously issued shares
reacquired by the Company and used under the Plan will have been duly
authorized, validly issued and fully paid at the time of their original
issuance.
In connection with this opinion, we have examined, among other
things:
(1) the Restated Certificate of Incorporation of the Company,
as amended to date;
(2) resolutions adopted by the Board of Directors of the
Company on May 26, 1995 adopting the Plan, on July 29, 1997 adopting
certain amendments to the Plan and on February 26, 1998 authorizing the
issuance of an additional 1,600,000 shares of Common Stock to be
reserved for issuance under the Plan; and
(3) the Plan, as currently in effect.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumptions set forth above, we are pleased to advise you that in our
opinion:
(a) The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of Delaware; and
(b) The shares of Common Stock being registered and which may
be issued by the Company pursuant to the provisions of the Plan have
been duly authorized, and upon such issuance in accordance with the
provisions of the Plan such shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit
5.1, to the Registration Statement. In giving such consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Yours truly,
/s/ Reed Smith Shaw & McClay LLP
PDG, Jr.:SSA
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 16, 1998
included in the Westinghouse Air Brake Company's Form 10-K for the year ended
December 31, 1997, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Pittsburgh, PA
July 20, 1998
