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) September 12, 2008
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 September 12, 2008, Westinghouse Air Brake Technologies Corporation (“Wabtec”) entered into a definitive agreement to acquire Standard Car Truck, a leading rail equipment supplier based in Park Ridge, Ill., for cash of about $300 million. The transaction is subject to customary closing conditions and antitrust clearance under the Hart Scott Rodino Act. Wabtec expects the transaction to be completed in the fourth quarter. The press release announcing the signing 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 September 15, 2008. |
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: September 16, 2008 | ||||||
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated September 15, 2008 | Filed herewith. |
Exhibit 99.1
 |
News Release |
Wabtec Signs Agreement To Acquire Standard Car Truck, A Leading Rail Equipment Supplier
WILMERDING, PA, September 15, 2008 – Wabtec Corporation (NYSE: WAB) has signed a definitive agreement to acquire Standard Car Truck, a leading rail equipment supplier, for cash of about $300 million. Based in Park Ridge, Ill., Standard Car Truck has annual sales of about $225 million and manufactures engineered components for locomotives and freight cars. Wabtec expects the transaction to be completed in the fourth quarter and to be accretive in the first year. The transaction is subject to customary closing conditions and antitrust clearance under the Hart Scott Rodino Act.
Wabtec plans to finance the transaction with proceeds from a new, $500 million credit facility and has already received a commitment from a group of banks. Co-Lead Arrangers on the new credit facility, which includes a revolver and a term loan, are PNC Capital Markets LLC, JP Morgan Securities Inc and RBS Greenwich Capital.
Founded in 1896, Standard Car Truck is the worldwide leader in stabilization systems for freight cars, including engineered truck (undercarriage) components such as springs, friction wedges and wear plates. Its Barber® brand truck design is used throughout the world and holds a leading share of the North American market. The company also manufactures and services locomotive components, including compressors and pumps. Standard Car Truck has about 550 employees; nine manufacturing facilities in Illinois, Ohio and Pennsylvania; and offices in Malaysia for low-cost sourcing from other manufacturers, and in Scotland for research and product development.
“Standard Car Truck has a world-class portfolio of products and will be a strong strategic fit for Wabtec,” said Albert J. Neupaver, Wabtec’s president and chief executive officer. “The company will enable us to provide freight car customers with a broader, value-added package of truck components and assemblies. With our combined knowledge of in-train braking forces and design capabilities, we will be uniquely qualified to advance stabilization technology for the industry. In addition, we see opportunities to build on Standard Car Truck’s existing aftermarket and international presence.”
Wabtec Corporation is a global provider of value-added, technology-based products and services for the rail and transit 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. The company has facilities located throughout the world.
| Contact: | ||||
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 | |||