UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2006
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-13782 | 25-1615902 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1001 Airbrake Avenue Wilmerding, Pennsylvania |
15148 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement.
On November 28, 2006 Westinghouse Air Brake Technologies Corporation (the “Company”) announced that it entered into a Share Purchase Agreement dated November 27, 2006 by and between BBA Holding Deutschland GmbH and the Company (the “Share Purchase Agreement”) to acquire all of the stock of BECORIT GmbH, a German limited liability company, for approximately US$ 50 million in cash. The press release announcing the transaction is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press release dated November 28, 2006 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||
| By: | /s/ Alvaro Garcia-Tunon | |
| Alvaro Garcia-Tunon | ||
| Chief Financial Officer | ||
Date: November 30, 2006
EXHIBIT INDEX
| Number | Description |
Method of Filing | ||
| 99.1 | Press release dated November 28, 2006 | Filed herewith | ||
Exhibit 99.1
| Contact: | Tim Wesley at (412) 825-1543 |
Wabtec Signs Definitive Agreement To Acquire Becorit GmbH,
A Leading European Rail Equipment Manufacturer
WILMERDING, Pa., November 28, 2006 — Wabtec Corporation (NYSE: WAB) has signed a definitive agreement to acquire Becorit GmbH, a leading manufacturer of technology-based friction products for the European railway industry, for approximately $50 million in cash. Based in Germany, Becorit has annual sales of approximately $30 million. Wabtec expects the transaction to close by early December and to be accretive immediately.
“With its international scope, aftermarket presence and advanced friction technologies, Becorit is a strong strategic fit for Wabtec,” said Albert J. Neupaver, Wabtec’s president and chief executive officer. “In addition, Becorit complements our existing presence in the European railway industry and provides a platform for growth in other industrial markets.”
Founded in 1926, Becorit manufactures a variety of brake shoes, pads and friction linings for passenger transit cars, freight cars and locomotives, including high-speed applications. Becorit, which is currently owned by U.K.-based BBA Aviation plc, also makes friction products for industrial markets such as mining and wind power generation. The company’s geographic markets include Germany, Austria, Switzerland, Belgium, France and the U.K.
Wabtec Corporation (www.wabtec.com) is a global provider of value-added, technology-based products and services for the rail industry. Through its subsidiaries, the company manufactures a range of products for locomotives, freight cars and passenger transit vehicles. The company also builds new switcher and commuter locomotives, and provides aftermarket services, including locomotive and freight car fleet maintenance.
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