UNITED STATES

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): February 14, 2014 (February 12, 2014)

 

 

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 No.)		(I.R.S. Employer Identification No.)

 

1001 Air Brake Avenue Wilmerding, Pennsylvania		15148
(Address of Principal Executive Offices)		(Zip Code)

(412) 825-1000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 8.01. Other Events.

On February 12, 2014, Westinghouse Air Brake Technologies Corporation (“Wabtec”) entered into a definitive agreement to acquire Fandstan Electric Group Ltd., a leading rail and industrial equipment supplier based in London, England, for cash of about $215 million. The transaction is subject to customary closing conditions and competition authority clearance. Wabtec expects the transaction to be completed in the first quarter of 2014. 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)

Exhibit.

The following exhibit is filed with this report on Form 8-K:

 

Exhibit No.		Description
99.1		Press release dated February 12, 2014.

---

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.

 

Date: February 14, 2014

---

EXHIBIT INDEX

 

Exhibits
99.1		Press release issued by Westinghouse Air Brake Technologies Corporation on February 12, 2014.

Exhibit 99.1

 

		News Release

Wabtec Signs Agreement To Acquire Fandstan, A Leading Rail/Industrial Equipment Manufacturer

WILMERDING, PA, Feb. 12, 2014 – Wabtec Corporation (NYSE: WAB) has signed a definitive agreement to acquire Fandstan Electric Group Ltd., a leading rail and industrial equipment manufacturer, for cash of about $215 million. Based in London, England, Fandstan Electric has annual sales of about $235 million. Wabtec expects the transaction to be completed in the first quarter of 2014, subject to customary closing conditions and competition authority clearance.

As previously announced, Wabtec plans to release its 2013 fourth quarter and full-year results on Feb. 19, and it also plans to issue 2014 guidance, including Fandstan Electric, on the same day.

Fandstan Electric designs, manufactures and installs electrical current and data collection products for a variety of markets, including rail and tram transportation, industrial and energy. The company’s highly engineered products include pantographs, third rail shoe gears, electrical contacts and brush holders, and its brand names include Brecknell Willis, Stemmann Technik and Transtech. Fandstan Electric has about 1,000 employees and operations in the U.K., Europe, China, Australia, and the U.S.

Albert J. Neupaver, Wabtec’s chairman and chief executive officer, said: “Fandstan Electric will expand our high-technology content on transit vehicles and provides another entry into the infrastructure segment of the market. In addition, the company has a strong presence in growing non-rail markets, and a well-established aftermarket, with an installed base in more than 100 countries around the world.”

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.

 

 

Tim Wesley		Phone: 412.825.1543		Wabtec Corporation
		E-mail: twesley@wabtec.com		1001 Air Brake Avenue
		Website: www.wabtec.com		Wilmerding, PA 15148