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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):
January 14, 2000
WABTEC CORPORATION
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(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)
Westinghouse Air Brake Company
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Registrant hereby incorporates by reference the information
contained in Exhibit 99.1 hereto in response to this Item 5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) - (b) Not applicable.
(c) Exhibits.
99.1 Text of press release dated January 14, 2000, issued
by Wabtec Corporation, regarding EPS Expectations and Merger
Restructuring Plan.
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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.
WABTEC CORPORATION
By: /s/ Robert J. Brooks
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Name: Robert J. Brooks
Title: Senior Vice President, Chief Financial
Officer and Secretary
Date: January 14, 2000
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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99.1 Text of press release dated January 14, 2000, issued by
Wabtec Corporation, regarding EPS Expectations and Merger
Restructuring Plan.
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Exhibit 99.1
WABTEC ANNOUNCES EPS EXPECTATIONS AND MERGER RESTRUCTURING PLAN
WILMERDING, Pa., January 14, 2000 -- Wabtec Corporation (NYSE: WAB)
today said it expects earnings per diluted share to be about 40 cents for the
fourth quarter of 1999 and about $2 for the full year 2000. These figures
exclude merger restructuring reserves. The company expects to announce final
results for the fourth quarter in mid-February.
Wabtec, formed from the combination of Westinghouse Air Brake and
MotivePower Industries on Nov. 19, 1999, also announced part of its merger
restructuring plan, which is now expected to yield synergies of $15 million
pre-tax in 2000.
"Our results in the short term will be lower than previously
anticipated due primarily to delays in the ramp-up of certain contracts, which
will continue through the first quarter," said William E. Kassling, chairman and
chief executive officer. "In addition, the delay in completing our merger,
originally set for mid-August, prevented us from taking cost-cutting actions
during 1999 to improve our short-term results. We have, however, spent the past
two months developing our merger restructuring and operating plans, and we now
have even greater confidence in our ability to deliver cost savings through
synergies. The restructuring actions we are announcing today are just the first
steps in that direction."
Kassling said the company expects to establish reserves totaling about
$70 million pre-tax to cover merger transaction costs and restructuring actions.
About $45 million of this amount will be recorded in the fourth quarter of 1999,
with the balance to be recorded during 2000 as the company initiates additional
restructuring actions.
The fourth quarter 1999 charge includes the following actions:
consolidating the corporate headquarters into one location; closing Young
Radiator's plant in Iowa and downsizing its headquarters in Wisconsin; closing
G&G Locotronics' plant in Itasca, Ill., and moving its production into the
Wabtec Distribution facility in Elk Grove Village, Ill.; and implementing a
consolidated, national sales force.
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 6,700 employees in facilities
located throughout the world.
This press release contains forward-looking statements, such as the
statements regarding earnings expectations and merger synergies. 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 company's inability to
achieve merger synergies; a slowdown in the U.S. or Mexican economy; 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.
Unaudited Summary Operating Results for December 1999
(Released as required by the merger agreement)
Net sales $103 million
Net income $6.6 million
Earnings per diluted share $.15
