UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

 

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

OR

 

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 1-13782

 

 

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		25-1615902
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

1001 Air Brake Avenue Wilmerding, Pennsylvania 15148		(412) 825-1000
(Address of principal executive offices, including zip code)		(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of Class		Name of Exchange on which registered
Common Stock, par value $.01 per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.    Yes  ¨    No  x.

The registrant estimates that as of June 30, 2008, the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately $2.2 billion based on the closing price on the New York Stock Exchange for such stock.

As of February 23, 2009, 47,996,857 shares of Common Stock of the registrant were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held on May 13, 2009 are incorporated by reference into Part III of this Form 10-K.

 

 

 

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EXPLANATORY NOTE

This Form 10-K/A Amendment No. 1 (“Amendment No. 1”) amends the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2009. The Registrant is filing this Amendment No. 1 solely to correct the signature page, which did not include the signature of the principal financial officer or the principal accounting officer. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and our principal financial officer are filed as exhibits to this Amendment No. 1 as Exhibits 31.1, 31.2 and 32.1. Except for the amendment described above, we have not modified or updated disclosures presented in the original Form 10-K. Accordingly, this Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures.

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PART IV

 

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The financial statements, financial statement schedules and exhibits listed below are filed as part of this annual report:

 

						Page
(a)
		(1)		Financial Statements and Reports on Internal Control
				Management’s Reports to Westinghouse Air Brake Technologies Corporation Shareholders		45
				Report of Independent Registered Public Accounting Firm		46
				Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		47
				Consolidated Balance Sheets as of December 31, 2008 and 2007		48
				Consolidated Statements of Operations for the three years ended December 31, 2008, 2007 and 2006		49
				Consolidated Statements of Cash Flows for the three years ended December 31, 2008, 2007 and 2006		50
				Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2008, 2007 and 2006		51
				Notes to Consolidated Financial Statements		52
		(2)		Financial Statement Schedules
				Schedule II—Valuation and Qualifying Accounts		88
						Filing Method
(b)
				Exhibits
		2.1		Amended and Restated Agreement and Plan of Merger, as amended (originally included as Annex A to the Joint Proxy Statement/Prospectus)		3
		3.1		Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended March 30, 1995		2
		3.2		Amended and Restated By-Laws of the Company, effective December 13, 2007		7
		4.1(a)		Indenture with the Bank of New York as Trustee dated as of August 6, 2003		5
		4.1(b)		Resolutions Adopted July 23, 2003 by the Board of Directors establishing the terms of the offering of up to $150,000,000 aggregate principal amount of 6.875% Notes due 2013		5
		4.2		Purchase Agreement, dated July 23, 2003, by and between the Company and the initial purchasers		5
		4.3		Exchange and Registration Rights Agreement, dated August 6, 2003		5
		10.1		Indemnification Agreement dated January 31, 1995 between the Company and the Voting Trust Trustees		2

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						Filing Method
		10.2		Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc. (now known as Trane), dated as of 1990 between Rail Acquisition Corp. and American Standard Inc. (only provisions on indemnification are reproduced)		2
		10.3		Letter Agreement (undated) between the Company and American Standard Inc. (now known as Trane) on environmental costs and sharing		2
		10.4		Purchase Agreement dated as of June 17, 1992 among the Company, Schuller International, Inc., Manville Corporation and European Overseas Corporation (only provisions on indemnification are reproduced)		2
		10.5		Asset Purchase Agreement dated as of January 23, 1995 among the Company, Pulse Acquisition Corporation, Pulse Electronics, Inc., Pulse Embedded Computer Systems, Inc. and the Pulse Shareholders (Schedules and Exhibits omitted)		2
		10.6		Letter Agreement dated as of January 19, 1995 between the Company and Vestar Capital Partners, Inc.		2
		10.7		Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended		9
		10.8		Letter Agreement dated as of January 1, 1995 between the Company and Vestar Capital Partners, Inc.		2
		10.9		Form of Indemnification Agreement between the Company and Authorized Representatives		2
		10.10		Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended		9
		10.11		Asset Purchase Agreement, by and between General Electric Company, through its GE Transportation Systems business and Westinghouse Air Brake Technologies Corporation, dated as of July 24, 2001		4
		10.12		Sale and Purchase Agreement, by and between Rütgers Rail S.p.A. and the Company, dated August 12, 2004.		6
		10.13		Amendment Agreement dated January 28, 2005 by and among Rütgers Rail S.p.A., the Company, CoFren S.r.l. and RFPC Holding Company to the Sale and Purchase Agreement dated August 12, 2004		6
		10.14		Employment Agreement with Albert J. Neupaver, dated February 1, 2006		8
		10.15		Restricted Stock Agreement with Albert J. Neupaver, dated February 1, 2006		8
		10.16		Stock Purchase Agreement, by and among Wabtec Holding Company, certain shareholders of Schaefer Manufacturing, Inc. and CCP Limited Partnership, dated October 6, 2006		10
		10.17		Share Purchase Agreement, by and between BBA Holding Deutschland GmbH and Westinghouse Air Brake Technologies Corporation, dated November 27, 2006 (Exhibits and Schedules omitted, but will be provided to the Commission upon request)		11
		10.18		Share Purchase Agreement dated as of June 8, 2007 among the Company, RICON Acquisition Corp., RICON Corp., CGW Southeast Partners IV, L.P. and William L. Baldwin		12
		10.19		Stock Purchase Agreement, by and between the Company and Polinvest S.r.l., dated May 16, 2008		13

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						Filing Method
		10.20		Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 2008		14
		10.21		Refinancing Credit Agreement by and among the Company, the Guarantors, various lenders, PNC Bank, National Association, PNC Capital Markets LLC, J.P. Morgan Securities, Inc., RBS Greenwich Capital, JP Morgan Chase Bank, Bank of America, N.A., Citizens Bank of Pennsylvania, the Bank of Nova Scotia and First Commonwealth Bank, dated as of November 4, 2008		1
		21		List of subsidiaries of the Company		1
		23.1		Consent of Ernst & Young LLP		1
		31.1		Rule 13a-14(a)/15d-14(a) Certifications		*
		31.2		Rule 13a-14(a)/15d-14(a) Certifications		*
		32.1		Section 1350 Certifications		*

 

*	Filed herewith.

1	Filed as an exhibit to the Company’s Original Form 10-K filing on May [    ], 2009.

2	Filed as an exhibit to the Company’s Registration Statement on Form S-1 (No. 33-90866).

3	Filed as part of the Company’s Registration Statement on Form S-4 (No. 333-88903).

4	Filed as an exhibit to the Company’s Current Report on Form 8-K, dated November 13, 2001.

5	Filed as an exhibit to the Company’s Registration Statement on Form S-4 (No. 333-110600).

6	Filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended December 31, 2004.

7	Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated December 13, 2007.

8	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2006.

9	Filed as an Annex to the Company’s Schedule 14A Proxy Statement filed on April 13, 2006.

10	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2006.

11	Filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended December 31, 2006.

12	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007.

13	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.

14	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2008.

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SIGNATURES

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
Date: May 14, 2009		By:		/S/ ALBERT J. NEUPAVER
				Albert J. Neupaver, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

		Signature and Title		Date
By		/S/ ALBERT J. NEUPAVER		May 14, 2009
		Albert J. Neupaver, President, Chief Executive Officer and Director
		(Principal Executive Officer)
By		/S/ ALVARO GARCIA-TUNON		May 14, 2009
		Alvaro Garcia-Tunon, Senior Vice President, Chief Financial Officer and Secretary
		(Principal Financial Officer)
By		/S/ PATRICK D. DUGAN		May 14, 2009
		Partick D. Dugan, Vice President, Finance and Corporate Controller
		(Principal Accounting Officer)
By		/S/ WILLIAM E. KASSLING		May 14, 2009
		William E. Kassling, Chairman of the Board and Director
By		/S/ ROBERT J. BROOKS		May 14, 2009
		Robert J. Brooks, Director
By		/S/ EMILIO A. FERNANDEZ		May 14, 2009
		Emilio A. Fernandez, Director
By		/S/ LEE B. FOSTER, II		May 14, 2009
		Lee B. Foster, II, Director
By		/S/ BRIAN P. HEHIR		May 14, 2009
		Brian P. Hehir, Director
By		/S/ MICHAEL W. D. HOWELL		May 14, 2009
		Michael W. D. Howell, Director
By		/S/ JAMES V. NAPIER		May 14, 2009
		James V. Napier, Director

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		Signature and Title		Date
By		/S/ NICKOLAS W. VANDE STEEG		May 14, 2009
		Nickolas W. Vande Steeg,
		Director
By		/S/ GARY C. VALADE		May 14, 2009
		Gary C. Valade,
		Director

Exhibit 31.1

CERTIFICATION

I, Albert J. Neupaver, certify that:

1. I have reviewed this annual report on Form 10-K of Westinghouse Air Brake Technologies Corporation.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

(d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2009

 

By:		/S/ ALBERT J. NEUPAVER
Name:		Albert J. Neupaver
Title:		President, Chief Executive Officer and Director

Exhibit 31.2

CERTIFICATION

I, Alvaro Garcia-Tunon, certify that:

1. I have reviewed this annual report on Form 10-K of Westinghouse Air Brake Technologies Corporation.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

(d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2009

 

By:		/S/ ALVARO GARCIA-TUNON
Name:		Alvaro Garcia-Tunon
Title:		Senior Vice President, Chief Financial Officer and Secretary

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, the undersigned officers of Westinghouse Air Brake Technologies Corporation (the “Company”), hereby certify, to the best of their knowledge, that the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION.

1001 Air Brake Avenue

Wilmerding, PA 15148

May 14, 2009

Via EDGAR

Lyn Shenk

Chanda DeLong

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

RE:		Westinghouse Air Brake Technologies Corporation. Form 10-K/A (Amendment No. 1 to Form 10-K) for the Year Ended December 31, 2008 Commission File No. 01-32833

Ladies and Gentlemen:

Accompanying this letter, in response to the recommendation set forth in your letter to us dated April 9, 2009, Westinghouse Air Brake Technologies Corporation hereby files Amendment No. 1 to our Form 10-K for the fiscal year ended December 31, 2008 adding the signature of the principal financial officer and principal accounting officer or controller.

Any comments or questions regarding this filing should be made to:

Christi L. Davis

Reed Smith

435 Sixth Avenue

Pittsburgh, PA 15219

(412) 288-7226

 

 

cc:

P. Dugan

D. Labate

D. DeNinno, Esq.

C. Davis, Esq.