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 23, 2004
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))
Section 2 – Financial Information
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On September 27, 2004 Westinghouse Air Brake Technologies Corporation (the “Company”) announced that the board of directors of Rutgers AG, the parent company of Rutgers Rail, S.p.A. (“Rutgers”), had approved the Sale and Purchase Agreement (the “Agreement”) between the Company and Rutgers for the acquisition of all of the assets of Rutgers, subject to customary closing conditions. The Company’s board of directors approved the transaction on September 16, 2004 contingent upon the subsequent approval of the agreement by Rutgers board. The transaction is expected to close in the fourth quarter.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits |
The following exhibit is filed with this report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press release dated September 27, 2004 | |
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 | |
| Chief Financial Officer | ||
Date: September 28, 2004
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated September 27, 2004 | Filed herewith | ||
 |
1001 Air Brake Avenue Wilmerding, PA 15148 Phone: 412.825.1543 Fax: 412.825.1789 |
Press Release |
| Contact: | Tim Wesley at (412) 825-1543 |
Wabtec Signs Definitive Agreement To Acquire Assets Of Rutgers Rail, A Leading European Rail Equipment Supplier
WILMERDING, Pa., Sept. 27, 2004 — Wabtec Corporation (NYSE: WAB) today announced that it has signed a definitive agreement to acquire the assets of Rutgers Rail S.p.A. from Rutgers AG. Based in Italy, Rutgers Rail is a leading manufacturer of brake shoes, disc pads and interior trim components in Europe. The transaction is expected to close in the fourth quarter, subject to customary conditions.
Wabtec expects Rutgers Rail to generate revenues of about $45 million in 2005, and it expects the acquisition to be accretive immediately. With Rutgers Rail and Wabtec’s existing Cobra Europe subsidiary, Wabtec will be a leading manufacturer of rail friction materials in Europe.
“Rutgers Rail expands Wabtec’s base in Europe,” said William E. Kassling, chairman and chief executive officer of Wabtec. “It also represents the type of acquisition we will continue to pursue: a business with strong market share in products that we know, a substantial portion of aftermarket sales to provide long-term stability, the opportunity for cross-selling and operational synergies, geographic expansion to offset the impact of the North American freight rail cycle, and accretive to earnings in the first year.”
Wabtec Corporation (www.wabtec.com) is one of North America’s largest providers 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. The company has facilities located throughout the world. Wabtec’s mission is to be judged by its stakeholders as the world-class corporation focused on helping its global customers compete more effectively through higher levels of safety, quality and productivity.
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