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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(D) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 19, 1999
WESTINGHOUSE AIR BRAKE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13782 25-1615902
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1001 Air Brake Avenue, Wilmerding PA 15148
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(Address of principal executive offices)
(412) 825-1000
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(Registrant's telephone number)
Not applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On November 19, 1999, Registrant completed its merger with MotivePower
Industries, Inc., a Pennsylvania corporation ("MotivePower"). Registrant's
merger with MotivePower was consummated pursuant to an Amended and Restated
Agreement and Plan of Merger, dated as of September 26, 1999 as amended as of
October 4, 1999, pursuant to which MotivePower was merged with and into
Registrant (the "Merger"). Upon consummation of the Merger, approximately
17,896,368 shares of the Registrant's common stock became issuable to the former
stockholders of MotivePower, reflecting an exchange ratio of .66 shares of the
Registrant's common stock for each issued and outstanding share of MotivePower
common stock, together with any right to purchase MotivePower preferred stock
under MotivePower's Rights Agreement, dated as of January 19, 1996, as amended,
between MotivePower and Chemical Mellon Shareholder Services, L.L.C. In
addition, approximately 2,100,384 shares of Registrant's common stock are
reserved for issuance upon exercise of options issued in replacement of
MotivePower options that were not exercised prior to the consummation of the
Merger. The Merger was structured as a tax free reorganization and is intended
to be accounted for as a pooling of interests.
Item 7. Financial Statements and Exhibits.
(a) The financial statements of MotivePower will be filed by amendment
not later than sixty days after the date the initial report on Form 8-K must be
filed.
(b) The pro forma financial information of the combined company will be
filed by amendment not later than sixty days after the date the initial report
on Form 8-K must be filed.
(c) Exhibits.
2.1 Amendment and Restated Agreement and Plan of Merger, dated
as of September 26, 1999, as amended, by and among
Registrant and MotivePower (incorporated by reference to
Annex A to the Joint Proxy Statement/Prospectus forming a
part of Amendment 1 of Registrant's Registration Statement
on Form S-4 (File No. 333-88903) dated October 15, 1999).
99.1 Press Release of Registrant dated November 19, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
WESTINGHOUSE AIR BRAKE COMPANY
By: /s/ Robert J. Brooks
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Name: Robert J. Brooks
Title: Chief Financial Officer
Date: November 30, 1999
2
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WESTINGHOUSE AIR BRAKE COMPANY
FORM 8-K
DATE OF REPORT: NOVEMBER 19, 1999
EXHIBIT INDEX
The following exhibits are filed as part of this current report on Form
8-K:
Exhibit No. Document
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99.1 Press Release of Westinghouse Air Brake Company dated
November 19, 1999.
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Exhibit 99.1
[MOTIVEPOWER LOGO] [WABCO LOGO] PRESS
RELEASE
CONTACT: TIM WESLEY AT (412) 201-2830 OF MOTIVEPOWER INDUSTRIES
ALVARO GARCIA-TUNON AT (412) 825-1317 OF WESTINGHOUSE AIR BRAKE
WESTINGHOUSE AIR BRAKE AND MOTIVEPOWER INDUSTRIES
ANNOUNCE COMPLETION OF MERGER
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COMBINED COMPANY TO BE CALLED WABTEC CORPORATION,
AND WILL BE THE PREMIER RAIL EQUIPMENT SUPPLIER
PITTSBURGH, November 19, 1999 - Westinghouse Air Brake Company (NYSE:
WAB) and MotivePower Industries, Inc. (NYSE: MPO) completed their merger today,
after shareholders voted in favor of the transaction and the companies signed
final documentation. The merger, which creates the premier supplier of products
and services for the rail industry, was approved by at least 95 percent of each
company's voting shareholders.
Under the merger agreement, shareholders of MotivePower Industries
voted to receive .66 shares of Westinghouse Air Brake stock in exchange for each
share of MotivePower Industries. MotivePower Industries shareholders will
receive information on how to exchange their shares by the end of November.
The combined company will be called Wabtec Corporation and will be
based in Wilmerding, Pa. The stock ticker symbol will remain "WAB." The new name
maintains the merged company's historical association with Westinghouse Air
Brake, but also emphasizes the new company's ability to provide a broader range
of products and services, which are increasingly technology based. The Wabtec
name will be combined with the former MotivePower Industries logo and corporate
identity program.
"We are very excited by the many strategic and operational benefits our
merger offers," said William E. Kassling, chairman and chief executive officer
of Wabtec. "We have put together an enterprise unmatched by any other in the
rail supply industry, and we plan to move aggressively and efficiently to
capitalize on our combined strengths. Our goal is to achieve double-digit annual
growth in earnings per diluted share."
In addition to Kassling, other members of Wabtec management include
Gregory T.H. Davies, president and chief operating officer; Robert J. Brooks,
chief financial officer; Howard J. Bromberg, executive vice president of the
molded products group; Joseph S. Crawford Jr., executive vice president of the
railroad group; and John M. Meister, executive vice president of the transit
group.
--MORE--
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[MOTIVEPOWER LOGO] [WABCO LOGO] PRESS
RELEASE
Following the completion of the merger, Wabtec signed a new, $550
million credit agreement with a consortium of banks, led by ABN AMRO. The new,
unsecured credit facility replaces the former Westinghouse Air Brake's secured
credit agreement, reflecting the improved credit status of the merged company.
Through the merger, Wabtec is expected to achieve a substantial
combination of revenue growth opportunities, efficiency improvements and cost
savings through synergies. These synergies are expected to result in operating
income improvements of $10 million pre-tax in 2000 and to be at an annual run
rate of $20 million pre-tax by year-end 2000. By year-end 2001, these synergies
are expected to reach an annual run rate of $30 million pre-tax. Including
synergies, the merger is expected to be accretive to Wabtec's earnings per
diluted share in 2000, excluding transaction costs and restructuring reserves to
be determined.
"We are particularly excited about the opportunities to apply our
proven Quality and Performance System throughout our facilities," Davies said.
"In the former WABCO facilities, we have achieved meaningful, and in some cases
remarkable, improvements in quality and productivity by developing a `lean
thinking' culture and through efforts such as `kaizen' and statistical
engineering. This continuous improvement process is real and has generated
significant benefits."
Wabtec Corporation (www.wabtec.com) is North America's largest provider
of value-added, technology-based products and services for the rail industry.
Through its subsidiaries, the company manufactures a full range of products for
locomotives, freight cars and passenger transit vehicles. The company also
builds new locomotives up to 4,000 horsepower and provides aftermarket services,
including locomotive and freight car fleet maintenance. Wabtec's mission is to
help its customers achieve higher levels of quality, safety and productivity so
they can compete more effectively. The company has 7,000 employees in facilities
located throughout the world.
This press release contains forward-looking statements, such as the
statements regarding synergies that can be achieved through the merger and the
company's goal of double-digit annual growth in earnings per diluted share. The
company's actual results could differ materially from the results suggested in
any forward-looking statement. Factors that could cause or contribute to these
material differences include, but are not limited to, the following: the
company's inability to achieve merger synergies; a slowdown in the U.S. or
Mexican economy; the company's ability to successfully complete "Year 2000"
compliance; and other factors contained in the company's regulatory filings,
which are herein incorporated by reference. The company assumes no obligation to
update these forward-looking statements or advise of changes in the assumptions
on which they were based.
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