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) December 5, 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 2.01. | Completion of Acquisition or Disposition of Assets. |
On December 5, 2008, Westinghouse Air Brake Technologies Corporation (the “Company”) completed its acquisition of Standard Car Truck Company (“Standard Car Truck”) pursuant to a Stock Purchase Agreement (the “Agreement”) by and among the Company, Standard Car Truck and Robclif, Inc., dated September 12, 2008.
Based in Park Ridge, Illinois, Standard Car Truck was founded in 1896 and 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. Standard Car Truck also manufactures and services locomotive components, including compressors and pumps.
The Company acquired Standard Car Truck for cash of about $300 million. The Company financed the transaction with proceeds from a new, $500 million credit facility, which consists of a $200 million term loan and a $300 million revolving line of credit.
The foregoing description of the transaction consummated pursuant to the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which was filed as Exhibit 10.1 to the Company’s Third Quarter Report on Form 10-Q, filed on November 6, 2008, and is incorporated herein by reference.
| Item 8.01. | Other Events. |
On December 8, 2008, the Company issued a press release announcing that it completed the acquisition of Standard Car Truck. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8–K.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The financial statements required by this Item 9.01(a) will be filed by an amendment to this report within 71 calendar days after the date this report was required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 9.01(b) will be filed by an amendment to this report within 71 calendar days after the date this report was required to be filed.
(d) The following exhibits are furnished with this report on Form 8-K.
| Exhibit No. |
Description | |
| 99.1 |
Press release dated December 8, 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: December 9, 2008.
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 |
Press release dated December 8, 2008. | Filed herewith. |
Exhibit 99.1
Wabtec Completes Acquisition Of Standard Car Truck, A Leading Rail Equipment Supplier
WILMERDING, PA, December 8, 2008 – Wabtec Corporation (NYSE: WAB) has completed the acquisition of Standard Car Truck, a leading rail equipment supplier, for cash of about $300 million. Based in Park Ridge, Ill., Standard Car Truck, which expects to have annual sales of about $225 million in 2008, manufactures engineered components for locomotives and freight cars. Wabtec expects the transaction to be accretive in the first year, although the recognition of non-cash, purchase price accounting charges will reduce that impact significantly.
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, and we see opportunities to build on Standard Car Truck’s existing aftermarket and international presence.”
Wabtec financed the transaction with proceeds from a new, $500 million credit facility, which consists of a $200 million term loan and a $300 million revolving line of credit. After completing the acquisition, Wabtec has about $120 million of cash and about $385 million of debt, including $150 million of bonds, on its balance sheet.
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.
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| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 | |||