<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) AND (c) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
WESTINGHOUSE AIR BRAKE COMPANY
- ------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, par value $.01 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
960386-10-0
- ------------------------------------------------------------------------------
(CUSIP Number)
*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> 2
CUSIP NO. 960386-10-0 13G PAGE 2 OF 5 PAGES
1) NAME OF REPORTING PERSON RAC Voting Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES 5) SOLE VOTING POWER 4,686,169
BENEFICIALLY OWNED (See Item 4 for explanation)
BY EACH REPORTING 6) SHARED VOTING POWER 0
PERSON WITH
7) SOLE DISPOSITIVE POWER 0
(See Item 4 for explanation)
8) SHARED DISPOSITIVE POWER 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,686,169
(See Item 4 for explanation)
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) 11.3%
12) TYPE OF REPORTING PERSON* 00
<PAGE> 3
SCHEDULE 13G
Item 1(a): Name of Issuer:
WESTINGHOUSE AIR BRAKE 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, 1997 of approximately
4,686,169 Shares, or approximately 11.3% of the total Shares actually
outstanding as of such date. The Voting Trust has the sole power to
vote the 4,686,169 Shares pursuant to the Second Amended Voting
Trust/Disposition Agreement dated as of December 13, 1995. The Voting
Trust has no power to dispose or to direct the disposition of the
4,686,169 Shares.
Page 3 of 5 pages
<PAGE> 4
Item 5: Ownership of Five Percent or Less of a Class:
Inapplicable.
Item 6: Ownership of More than Five Percent on Behalf of Another Person:
The persons who, pursuant to the Second Amended Voting
Trust/Disposition Agreement dated as of December 13, 1995, 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, and the proceeds from the sale of, 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.
Page 4 of 5 pages
<PAGE> 5
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
RAC VOTING TRUST
/s/ Kevin P. Connor
-------------------
Kevin P. Connor
Trustee
Dated: February 11, 1998
Page 5 of 5 pages
