<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
------ OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
------ ACT OF 1934
For the transition period from __________ to ___________
Commission file number 1-13782
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Westinghouse Air Brake Technologies Corporation 401(k) Savings Plan for
Employees of Former MotivePower Industries Group (formerly, MotivePower
Industries, Inc. Savings Plan)
B. Name of issuer of the securities held pursuant to the plan and the address
of the principal executive office.
Westinghouse Air Brake Technologies Corporation
1001 Air Brake Avenue
Wilmerding, PA 15148
<PAGE> 2
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION 401(K) SAVINGS PLAN FOR
EMPLOYEES OF FORMER MOTIVEPOWER INDUSTRIES GROUP (FORMERLY, MOTIVEPOWER
INDUSTRIES, INC. SAVINGS PLAN)
Form 11-K
Annual Report Pursuant To Section 15(D) of
the Securities Exchange Act of 1934
For The Fiscal Years Ended December 31, 1999 and 1998
<PAGE> 3
WESTINGHOUSE AIRBRAKE TECHNOLOGIES CORPORATION 401(k) SAVINGS PLAN
FOR EMPLOYEES OF FORMER MOTIVEPOWER INDUSTRIES GROUP
ANNUAL REPORT ON FORM 11-K
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
Page
Reports of Independent Public Accountants 2 and 3
Statements of Net Assets Available for Plan Benefits,
December 31, 1999 and 1998 5 and 6
Statement of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1999 7
Notes to Financial Statements 8
Supplemental Schedule:
Item 4i - Schedule of Assets Held for Investment Purposes
At End of Year, December 31, 1999 Schedule I
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Westinghouse Airbrake Technologies Corporation 401(k) Savings Plan for
Employees of Former MotivePower Industries Group and Participants:
We have audited the accompanying statement of net assets available for benefits
of the Westinghouse Airbrake Technologies Corporation 401(k) Savings Plan for
Employees of Former MotivePower Industries Group (formerly, MotivePower
Industries, Inc. Savings Plan) as of December 31, 1999 and the related statement
of changes in net assets available for benefits for the year ended December 31,
1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provide a reasonable basis for our
opinion.
In our opinion, such financial statement referred to above present fairly in all
material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and the changes in its net assets available for benefits for
the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.
Our audit of the Plan's financial statement as of and for the year ended
December 31, 1999, was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedule listed in the
table of contents as of December 31, 1999 and for the year ended December 31,
1999 is presented for the purpose of additional analysis and is not a required
part of the basic financial statements but is supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements for the year ended December 31, 1999, and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania
June 23, 2000
2
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INDEPENDENT AUDITORS' REPORT
To the Westinghouse Airbrake Technologies Corporation 401(k) Savings Plan for
Employees of Former MotivePower Industries Group and Participants:
We have audited the accompanying statements of net assets available for benefits
of the Westinghouse Airbrake Technologies Corporation 401(k) Savings Plan for
Employees of Former MotivePower Industries Group (formerly, MotivePower
Industries, Inc. Savings Plan) as of December 31, 1998 and the related statement
of changes in net assets available for benefits for the year ended December 31,
1998, not separately presented herein. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements referred to above present fairly in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and the changes in its net assets available for benefits for
the year ended December 31, 1998 in conformity with generally accepted
accounting principles.
/s/ Grossman Yanak & Ford LLP
Grossman Yanak & Ford LLP
Pittsburgh, Pennsylvania
June 11, 1999
3
<PAGE> 6
WESTINGHOUSE AIRBRAKE TECHNOLOGIES CORPORATION 401(k) SAVINGS PLAN
FOR EMPLOYEES OF
FORMER MOTIVEPOWER INDUSTRIES GROUP
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999
Total
-----------
ASSETS
INVESTMENTS, at fair value:
Wabtec Corporation common stock $ 6,065,494
Registered investment companies 25,116,850
Loans to participants 839,282
-----------
Total investments 32,021,626
-----------
RECEIVABLES:
Employer 150,287
Participant 301,712
-----------
Total receivables 451,999
-----------
Total assets $32,473,625
===========
LIABILITIES
EMPLOYER CONTRIBUTION PAID IN ADVANCE $ 51,976
-----------
Net assets available for benefits $32,421,649
===========
The accompanying notes are an integral part of these statements.
4
<PAGE> 7
WESTINGHOUSE AIRBRAKE TECHNOLOGIES CORPORATION 401(k) SAVINGS PLAN
FOR EMPLOYEES OF
FORMER MOTIVEPOWER INDUSTRIES GROUP
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Non-
Participant Participant
Directed Directed Total
-------- -------- -----
<S> <C> <C> <C>
ASSETS
INVESTMENTS, at fair value:
MotivePower common stock $ 4,161,430 $ 3,898,323 $ 8,059,753
Registered investment companies 14,490,715 -- 14,490,715
Loans to participants 681,423 -- 681,423
----------- ----------- -----------
Total investments 19,333,568 3,898,323 23,231,891
----------- ----------- -----------
RECEIVABLES:
Employer 85,213 -- 85,213
Participant 134,911 -- 134,911
----------- ----------- -----------
Total receivables 220,124 -- 220,124
----------- ----------- -----------
Total assets $19,553,692 $ 3,898,323 $23,452,015
=========== =========== ===========
LIABILITIES
EMPLOYER CONTRIBUTION PAID IN ADVANCE $ 37,966 $ -- $ 37,966
----------- ----------- -----------
Net assets available for benefits $19,515,726 $ 3,898,323 $23,414,049
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 8
WESTINGHOUSE AIRBRAKE TECHNOLOGIES CORPORATION 401(k) SAVINGS PLAN FOR EMPLOYEES
OF FORMER MOTIVEPOWER INDUSTRIES GROUP
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Non-
Participant Participant
Directed Directed Total
----------- ----------- ----------
<S> <C> <C> <C>
ADDITIONS
INVESTMENTS INCOME:
Dividends $ 2,587,152 $ -- 2,587,152
Interest 64,000 -- 64,000
Net appreciation (depreciation) in fair
value of investments (981,142) 712,703 (268,439)
----------- ----------- ----------
Total investment income 1,670,010 712,703 2,382,713
----------- ----------- ----------
CONTRIBUTIONS:
Employer 937,747 849,950 1,787,697
Participant directed 2,622,157 -- 2,622,157
Participant rollovers 3,840,392 -- 3,840,392
----------- ----------- ----------
Total contributions 7,400,296 849,950 8,250,246
----------- ----------- ----------
OTHER 39,276 -- 39,276
----------- ----------- ----------
Total additions $ 9,109,582 $ 1,562,653 10,672,235
=========== =========== ==========
DEDUCTIONS
FORFEITURES $ (37,696) $ -- $ (37,696)
BENEFITS PAID TO PARTICIPANTS (1,626,939) -- (1,626,939)
----------- ----------- ----------
Total deductions (1,664,635) -- (1,664,635)
----------- ----------- ----------
Net increase 7,444,947 1,562,653 9,007,600
INTERFUND TRANSFERS 5,460,976 (5,460,976) --
----------- ----------- ----------
Net increase (decrease) 12,905,923 (3,898,323) 9,007,600
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 19,515,726 3,898,323 23,414,049
----------- ----------- -----------
End of year $32,421,649 $ -- $32,421,649
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 9
WESTINGHOUSE AIRBRAKE TECHNOLOGIES CORPORATION 401(k) SAVINGS PLAN
FOR EMPLOYEES OF FORMER MOTIVEPOWER INDUSTRIES GROUP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF THE COMPANY AND THE PLAN:
Westinghouse Airbrake Technologies Corporation and its subsidiaries
(collectively, the "Company") is a leader in the manufacturing of products for
rail and other power-related industries. Through its subsidiaries, the Company
manufactures and distributes engineered locomotive components and parts;
provides locomotive fleet maintenance; overhauls and remanufactures locomotives;
manufactures environmentally friendly switcher, commuter and mid-range DC and AC
traction, diesel-electric and liquified natural gas locomotives; and
manufactures components for power, marine and industrial markets. The Company's
primary customers are freight and passenger railroads, including every Class I
railroad in North America.
Effective November 19, 1999, Westinghouse Airbrake Technologies Corporation
("Wabtec") (formerly, Westinghouse Airbrake Company) acquired all of the stock
of MotivePower Industries, Inc. ("MotivePower"). As such, Wabtec became the
sponsor of the Westinghouse Airbrake Technologies Corporation 401(k) Savings
Plan for Employees of Former MotivePower Industries Group (the "Plan")
(formerly, MotivePower Industries, Inc. Savings Plan).
During 1998, $432,500 was converted into the Plan from the Microphor Plan, which
was merged into the Plan.
The following description of the Plan is provided for general information
purposes only. Participants should refer to the Plan document for a more
complete description of the Plan.
General
The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
administered by a Committee appointed by the Board of Directors or the Chief
Executive Officer of the Company. The Committee, as named fiduciary, has all
powers necessary to carry out the provisions of the Plan and to satisfy the
requirements of any applicable law. The Committee establishes among other things
the funding policy of the Plan. T. Rowe Price Trust Company (the "Trustee")
serves as trustee of the Plan. The Trustee is custodian of the Plan's assets and
invests all contributions to the Plan as directed by the Committee and/or the
Participants. T. Rowe Price Retirement Plan Services, Inc. (the "Record Keeper")
serves as recordkeeper of the Plan.
The Plan is composed of eight funds: the Westinghouse Airbrake Technologies
Corporation Common Stock Fund which invests exclusively in the stock of
Westinghouse Airbrake Technologies Corporation; the T. Rowe Price Stable Value
Fund, which invests primarily in investment contracts issued by insurance
companies and banks; the T. Rowe Price
7
<PAGE> 10
International Stock Fund, which invests in the stock of foreign companies; the
T. Rowe Price Science & Technology Fund, which invests in companies in a wide
range of industries including computers, genetic engineering, communications,
health care and waste management; the T. Rowe Price Spectrum Income Fund, which
invests in up to seven T. Rowe Price Funds selecting from a variety of income
instruments including: treasuries, GNMAs, and high quality bonds, high yield
bonds, foreign issues, and dividend paying stocks; the T. Rowe Price Short-Term
Bond Fund, which invests in short-and intermediate-term securities, focusing on
high quality treasuries, certificates of deposit, and finance industry bonds;
the T. Rowe Price Spectrum Growth Fund, which invests in up to seven T. Rowe
Price Funds selecting from domestic and international stocks and money market
securities; and a Participant Loan Fund. Participants may transfer balances
between funds daily.
The investments in the Plan are subject to market risk related to the underlying
securities. The investments are distributed among various types of securities
whose values will fluctuate.
Participation
Substantially all salaried and hourly employees regularly employed by the former
MotivePower Industries Group and not covered under the terms of collective
bargaining agreements are participants in the plan. A Participant may complete
an enrollment form whereby the employee authorizes regular salary deferrals for
each pay period, which the Company shall then contribute to the Plan. These
contributions are excluded from the Participants' taxable income for federal
income tax purposes until received as a withdrawal or distribution from the
Plan. A Participant may direct the Company to increase or decrease the
percentage of salary deferrals at any time. Such change will take effect as soon
as practicable after written notice has been delivered.
Contributions
The Plan provides that a Participant may elect to defer up to the lesser of 15%
of salary or the applicable limit established by Internal Revenue Service Code
Section 402(g) ($10,000 for the 1999 calendar year). The Plan also provides that
certain limitations may be imposed on Participant contributions in order to
comply with statutory requirements.
Beginning January 1, 1998 the Company made matching contributions of 50% of an
eligible employee's contributions into the Plan to a maximum of 3% of eligible
gross wages.
Prior to November 19, 1999, the Company basic and matching contributions were in
the form of MotivePower stock. Effective November 19, 1999, all shares of
MotivePower were converted into Wabtec common stock, at the exchange rate
established in the Merger Agreement (.66 shares of Wabtec common stock for each
share of MotivePower). Those shares of Wabtec common stock will be retained in
the Company Stock Fund until the Participant elects to exchange them for another
Investment Fund. All future Company contributions will not be invested in the
Company Stock Fund, but rather be invested in accordance with the Participant's
investment elections.
Withdrawals
Eligible Participants may be permitted to make withdrawals from the Plan subject
to provisions in the Plan document. Inactive or terminated Participants may
request a lump sum distribution. Amounts contributed through salary deferrals
may be withdrawn by or distributed to a Participant only (1) upon termination of
employment or (2) upon attaining the age of 59 1/2.
8
<PAGE> 11
Upon proof, to the satisfaction of the Committee, of an immediate and heavy
financial need, amounts in the salary deferral account may be withdrawn for a
hardship purpose. Certain income tax penalties may apply to withdrawals or
distributions prior to age 59 1/2.
Investment Elections
Each Participant may direct salary deferral contributions to be invested in one
or more of the eight funds described above. A Participant may change such
allocation and/or transfer all or a portion of the value of his or her account,
in minimum increments of 1% by notifying the Trustee. Investment of Company
basic contributions may not be directed by the Participant while Company
matching contributions may be redirected by the Participant once contributed
into the Plan.
Valuation
All of a Participant's salary deferral contributions are credited to his or her
account. The value of each of the separate funds is determined on each valuation
date (daily). The Record Keeper then determines the value and increases or
decreases each Participant's account to reflect his or her proportionate
interest in each of the funds. A Participant's interest is represented by shares
in each fund. Any cash or stock dividend received on shares of Company stock or
any T. Rowe Price fund shall be allocated to Participants' accounts.
Vesting
Participants' salary deferral contributions and Company basic contributions are
fully vested at all times. With respect to vesting of Company matching
contributions, upon completion of five years of service or after attaining
Normal Retirement Date (age 65) or by reason of disability or death, a
Participant shall become fully vested. Participants are credited with years of
service based on years of service with the Company, the previous parent of the
Company, subsidiaries of the Company, and subsidiaries acquired through
acquisitions depending on the terms of the acquisition agreement. A Participant
with less than five years of service shall vest in Company matching
contributions according to the following schedule:
Years of Service Vesting Percentage
----------------------- ----------------------
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Amounts contributed through salary deferrals may be withdrawn by or distributed
to a Participant only (1) upon termination of employment or (2) upon attaining
the age of 59 1/2. Upon proof, to the satisfaction of the Committee, of an
immediate and heavy financial need, amounts in the salary deferral account may
be withdrawn for a hardship purpose. Certain income tax penalties may apply to
withdrawals or distributions prior to age 59 1/2.
9
<PAGE> 12
Forfeitures
When terminations of participation in the Plan occur, the nonvested portion of a
Participant's account, as defined by the Plan, generally results in a
forfeiture. Such forfeitures are available to reduce subsequent Company
contributions to the Plan. At December 31, 1999 and 1998, forfeitures totaled
$51,976 and $37,966, respectively. However, if upon reemployment, the former
Participant fulfills certain requirements, as defined in the Plan, the
previously forfeited nonvested portion of the Participant's account will be
restored through Company contributions or transfer from the forfeiture account.
Participant forfeitures are invested in the T. Rowe Price Stable Value Fund.
Loans to Participants
The Plan allows for loans to Participants. A Participant may apply for and
obtain a loan in an amount as defined in the Plan (not less than $1,000 and not
greater than $50,000 or 50% of his or her vested account balance) from their
account balance. Loans are generally repaid over a period not exceeding five
years; however, the term of a loan for the purchase of a primary residence may
exceed five years. Interest is charged at a rate deemed reasonable by the
Committee.
Payments of principal and interest are credited to the Participant's account.
With the exception for loans initiated in a prior plan, Participants may have
only one outstanding loan at any time.
Plan Termination
The Company has the right to suspend contributions to the Plan or to terminate
or modify the Plan from time to time. In the event that the Plan is terminated
or contributions by the Company are discontinued, each Participant's Company
contribution account will be fully vested. Benefits under the Plan are provided
solely from the Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis of
accounting.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires the Plan
Administrator to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of changes in net
assets available for benefits during the reporting periods. Actual results may
differ from those estimates.
Valuation of Investments
The Plan's shares of common stock and registered investment companies are
presented at fair market value, which is based on published market quotations.
Loans to participants are valued at cost, which approximates fair value.
10
<PAGE> 13
Measurement Date
Purchases and sales of securities are recorded on a trade-date basis.
Expenses
The Company has paid all costs and expenses incurred in the administration of
the Plan.
Payment of Benefits
Benefits are recorded when paid.
New Accounting Standard
The Accounting Standards Executive Committee issued SOP 99-3, "Accounting for
and Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters, "which eliminates the requirements for a defined
contribution plan to disclose participant-directed investment programs. The plan
adopted SOP 99-3 for the 1999 financial statements and reclassified certain
amounts in the 1998 financial statements to eliminate the participant-directed
fund investment program disclosures.
3. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits as
reflected in the financial statements to the Form 5500 for the 1999 and 1998
Plan year:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Net assets available for benefits per the financial statements $32,421,649 $23,414,049
Less- Amounts allocated to withdrawing Participants 41,385 172,520
----------- -----------
Net assets available for benefits per the Form 5500 $32,380,264 $23,241,529
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to Participants as reflected
in the financial statements to the Form 5500 for the 1999 Plan year.
<TABLE>
<CAPTION>
1999
---------
<S> <C>
Benefits paid to Participants per the financial statements $1,626,939
Add- Amounts allocated to withdrawing Participants at December 31, 1999 41,385
Less- Amounts allocated to withdrawing Participants at December 31, 1998 172,520
----------
Benefits paid to Participants per the Form 5500 $1,495,804
==========
</TABLE>
11
<PAGE> 14
Amounts allocated to withdrawing Participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
4. TAX STATUS:
The Plan obtained its latest determination letter on February 12, 1996 in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal Revenue
Code.
5. INVESTMENTS EXCEEDING 5% OF NET ASSETS:
The Plan's investments which exceeded 5% of net assets available for benefits
are as follows:
1999 1998
---------- -----------
MotivePower Industries, Inc. Common Stock $ -- $8,059,753
Wabtec Corporation Common Stock 6,065,494 --
T. Rowe Price Stable Value Fund 3,285,667 2,787,221
T. Rowe Price International Stock Fund 1,985,735 1,425,420
T. Rowe Price Science & Technology Fund 9,910,474 4,338,646
T. Rowe Price Spectrum Income Fund 1,984,394 1,725,412
T. Rowe Price Spectrum Growth Fund 7,351,524 3,700,001
12
<PAGE> 15
Schedule I
WESTINGHOUSE AIRBRAKE TECHNOLOGIES CORPORATION 401(k) SAVINGS PLAN
FOR EMPLOYEES OF FORMER MOTIVEPOWER INDUSTRIES GROUP
Plan Number: 001
EIN: 82-0461010
ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Description of investment including maturity
Identity of issue, borrower, lessor or date, rate of interest, collateral, par of Current
similar party maturity value Value
--------------------------------------- --------------------------------------------- -----------------
<S> <C> <C>
Common Stock
------------
* Wabtec Corporation Wabtec Corporation
341,717.953 Shares $ 6,065,494
-----------
Registered Investment Companies
-------------------------------
* T. Rowe Price Trust Company T. Rowe Price Stable Value Fund
3,285,667.088 Shares 3,285,667
* T. Rowe Price Trust Company T. Rowe Price International Stock Fund
104,347.623 Shares 1,985,735
* T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund
155,556.021 Shares 9,910,474
* T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund
185,284.186 Shares 1,984,394
* T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund
108,339.903 Shares 492,947
* T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund
415,105.823 Shares 7,351,524
* T. Rowe Price Trust Company T. Rowe Price New Horizons Fund
100.506 Shares 2,766
* T. Rowe Price Trust Company T. Rowe Price Equity Income Fund
218.001 Shares 5,409
* T. Rowe Price Trust Company T. Rowe Price Blue Chip Growth Fund
36.34 Shares 75,855
Loan Fund
---------
* Participant Loans Various Loans; 8.25% to 10.75%, due
12 to 120 months from date of loan 831,980
-----------
$31,992,245
===========
</TABLE>
* Party-In-Interest
<PAGE> 16
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Westinghouse Air Brake Technologies Corporation
By /s/ Robert J. Brooks
-----------------------
Robert J. Brooks
Chief Financial Officer
June 28, 2000
