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) February 2, 2005
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 8 – Other Events
| Item 8.01. | Other Events. |
By press release dated February 2, 2005, Westinghouse Air Brake Technologies Corporation announced that it had completed the acquisition of the assets of Rütgers Rail S.p.A. from Rütgers AG for $36 million in cash. Based in Italy, Rütgers Rail is a leading manufacturer of brake shoes, disc pads and interior trim components in Europe.
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 February 2, 2005 | |
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: February 4, 2005
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 99.1 | Press release dated February 2, 2005 | Filed herewith | ||
Exhibit 99.1
 |
1001 Air Brake Avenue Wilmerding, PA 15148 Phone: 412.825.1543 Fax: 412.825.1789 |
 |
Contact: Tim Wesley at (412) 825-1543
Wabtec Completes Acquisition of Assets Of Rütgers Rail,
A Leading European Rail Equipment Supplier
WILMERDING, Pa., Feb. 2, 2005 — Wabtec Corporation (NYSE: WAB) today announced that it has completed the acquisition of the assets of Rütgers Rail S.p.A. from Rütgers AG for $36 million in cash. Based in Italy, Rütgers Rail is a leading manufacturer of brake shoes, disc pads and interior trim components in Europe.
Wabtec has renamed the Rütgers Rail assets as follows: CoFren S.r.l. (Italy), FrenTec S.A. (France) and CosRail GmbH (Germany). Wabtec expects these subsidiaries to generate combined revenues of about $45 million in 2005, and it expects them to be accretive immediately.
“With this acquisition, we expect Wabtec’s sales outside of North America to be about 25 percent of our total sales, compared to about 5 percent when we went public 10 years ago,” said William E. Kassling, chairman, president and chief executive officer of Wabtec. “This represents a 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.”
In December 2004, Wabtec said it expected to have 2005 revenues of about $900 million and earnings per diluted share of about $1. This guidance includes the Rütgers Rail acquisition, as well as expenses for actions Wabtec is taking to improve future profitability.
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.
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