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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:
Motor Coils Manufacturing Company 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
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MOTOR COILS MANUFACTURING COMPANY
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
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MOTOR COILS MANUFACTURING COMPANY
ANNUAL REPORT ON FORM 11-K
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
Page
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Report of Independent Public Accountants 1
Statements of Net Assets Available for Plan Benefits,
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1999 3
Notes to Financial Statements 4
Supplemental Schedule:
Item 4i - Schedule of Assets Held for Investment Purposes
At End of Year, December 31, 1999 Schedule I
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Motor Coils Manufacturing Company Savings Plan and Participants:
We have audited the accompanying statements of net assets available for benefits
with fund information of the Motor Coils Manufacturing Company Savings Plan as
of December 31, 1999 and 1998 and the related statement of changes in net assets
available for benefits with fund information 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 audits in accordance with generally accepted auditing standards
in the United States. 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, 1999 and 1998 and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with generally
accepted accounting principles.
Our audit of the Plan's financial statements 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
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MOTOR COILS MANUFACTURING COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
ASSETS
<S> <C> <C>
INVESTMENTS, at fair value:
Wabtec Corporation common stock $ 42,230 $ -
MotivePower Industries common stock - 56,022
Registered investment companies 678,891 363,641
Loans to participants 40,877 13,101
-------- --------
Total investments 761,998 432,764
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RECEIVABLES:
Participant 2,882 9,967
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Total receivables 2,882 9,967
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Total assets available for benefits $764,880 $442,731
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</TABLE>
The accompanying notes are an integral part of this statement.
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MOTOR COILS MANUFACTURING COMPANY
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999
----
<S> <C>
ADDITIONS
INVESTMENTS INCOME:
Dividends $ 80,846
Interest 1,225
Net appreciation in fair
value of investments 115,306
--------
Total investment income 197,377
--------
CONTRIBUTIONS: 157,919
Total additions $355,296
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DEDUCTIONS
BENEFITS PAID TO PARTICIPANTS 33,147
--------
Total deductions 33,147
--------
Net increase 322,149
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 442,731
--------
End of year $764,880
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</TABLE>
The accompanying notes are an integral part of this statement.
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MOTOR COILS MANUFACTURING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF THE COMPANY AND THE PLAN:
Westinghouse Airbrake Technologies Company 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 re-manufactures 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") acquired all of the stock of MotivePower Industries, Inc.
("MotivePower"). MotivePower was the parent company of Motor Coils Manufacturing
Company, the previous sponsor of the Plan.
The following description of the Motor Coils Manufacturing Company Savings Plan
(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: 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 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
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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.
Prior to November 19, 1999, the Company Stock Fund held shares of MotivePower.
Effective November 19, 1999, the MotivePower shares were converted into shares
of common stock of Wabtec, at the exchange rate established by the Merger
Agreement (.66 shares of Wabtec stock for each share of MotivePower).
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
All employees who have completed one year of Eligibility Service as defined in
the Plan document and are covered under the terms of a collective bargaining
agreement 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 on the first day of
the next calendar quarter 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.
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. 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.
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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' contributions are fully vested at all times.
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 equivalent to the Prime Rate
when the loan is made plus 2%.
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 terminate or modify the Plan from time to time. In
the event that the Plan is terminated, each Participant shall receive a
distribution equal to the amount held in his/her account less any expenses
properly chargeable against the account.
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 generally
accepted accounting principles 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.
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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. TAX STATUS:
The Plan obtained its latest determination letter on April 3, 1998, 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.
4. INVESTMENTS EXCEEDING 5% OF NET ASSETS:
The Plan's investments which exceeded 5% of net assets available for benefits
are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Wabtec Common Stock $ 42,230 $ -
Motivepower Common Stock - 56,022
Loan Fund 40,877 13,101
T. Rowe Price Science & Technology Fund 431,759 163,587
T. Rowe Price Spectrum Income Fund 45,423 47,947
T. Rowe Price Spectrum Growth Fund 138,746 111,361
</TABLE>
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Schedule I
MOTOR COILS MANUFACTURING COMPANY SAVINGS PLAN
Plan Number: 003
EIN: 25-1198246
ITEM 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Description of investment including maturity date,
Identity of issue, borrower, lessor rate of interest, collateral, par of Current
or similar party maturity value Value
----------------------------------- -------------------------------------------------- -------
<S> <C> <C>
Common Stock
------------
* Wabtec Corporation Wabtec Corporation
2,379.147 Shares $ 42,230
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Registered Investment Companies
-------------------------------
* T. Rowe Price Trust Company T. Rowe Price Stable Value Fund
34,264.940 Shares 34,265
* T. Rowe Price Trust Company T. Rowe Price International Stock Fund
534.238 Shares 10,167
* T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund
6,776.946 Shares 431,759
* T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund
4,241.209 Shares 45,423
* T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund
4,072.689 Shares 18,531
* T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund
7,834.330 Shares 138,746
Loan Fund
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* Participant Loans Various Loans; 9.5% to 9.75%, due
12 to 120 months from date of loan 40,877
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$ 761,998
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</TABLE>
*Party-In-Interest
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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
