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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): March 31, 1997
WESTINGHOUSE AIR BRAKE COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-13782 25-1615902
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1001 AIR BRAKE AVENUE
WILMERDING, PENNSYLVANIA 15148
(Address of principal executive offices)
Registrant's telephone number, including area code: (412) 825-1000
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ITEM 5. OTHER
On March 31, 1997, Westinghouse Air Brake Company (the "Company"),
repurchased from Scandinavian Incentive Holdings, B.V., a corporation organized
under the laws of The Netherlands ("SIH"), 4,000,000 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), for a purchase
price of $11 per share in cash and an aggregate purchase price of $44 million
(such transaction being hereinafter referred to as the "Redemption"). The
Redemption was effected pursuant to a Redemption Agreement (the "Redemption
Agreement") dated as of March 5, 1997 among the Company, SIH and Incentive AB,
the sole shareholder of SIH ("Incentive"). Concurrently therewith, SIH sold its
remaining 6,000,000 shares of Common Stock to a group of investors consisting of
Vestar Equity Partners, L.P. ("Vestar"), Harvard Private Capital Holdings, Inc.
("Harvard"), American Industrial Partners Capital Fund II, L.P. ("AIP") and
certain members of management of the Company (the "Management Purchasers") for a
purchase price of $11 per share in cash, pursuant to a Stock Purchase Agreement
dated as of March 5, 1997, which sale was effective as of March 31, 1997 (such
transaction being hereinafter referred to as the "SIH Purchase").
In addition, the Company entered into a Common Stock Registration
Rights Agreement (the "Registration Rights Agreement") dated as of March 5,
1997 among the Company, Harvard, AIP, the RAC Voting Trust (the "Voting
Trust"), Vestar, Vestar Capital Partners, Inc. ("Vestar Capital") and Emilio A.
Fernandez, Jr. ("Mr. Fernandez") and Mr. Fernandez as custodian for Eric A.
Fernandez and Ofelia B. Fernandez (collectively, the "Pulse Shareholders"),
which Registration Rights Agreement provides for, among other things, the
registration of sales of shares of Common Stock under the Securities Act of
1933, as amended, by Holders (as defined in the Registration Rights Agreement)
at the expense, subject to certain specified exceptions, of the Company.
To finance the Redemption, the Company amended its credit agreement
with The Chase Manhattan Bank, as successor to Chemical Bank, The Chase
Manhattan Bank Delaware, as successor to Chemical Bank Delaware, The Bank of
New York and the other financial institutions named therein, to increase the
revolving credit availability by $15 million (from $125 million to $140
million) and to obtain a waiver of the requirement to make a prepayment in an
aggregate principal amount equal to 50% of excess cash flow for 1996, or
approximately $11.5 million. The Company borrowed $46 million to fund the
Redemption.
Also, the Company obtained consents from record owners as of March 3,
1997 (the "Note Holders") of its 9 3/8% Senior Notes Due 2005 (the "Notes") to
certain amendments to a covenant contained in the Indenture dated as of June
20, 1995 among the Company, as issuer, and The Bank of
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New York, as trustee, pursuant to which the Notes were issued (the
"Indenture"). The covenant in question limited the Company's ability to make
"Restricted Payments," including payments in connection with the purchase or
redemption of Common Stock.
Upon the Company's receipt of the requisite consents, the Indenture
was amended (i) to permit additional Restricted Payments in an amount of
approximately $22 million in order to complete the Redemption, and (ii) to
permit up to $2 million of additional Restricted Payments to be made in advance
of when they would otherwise have been permitted.
In addition, an Amended and Restated Stockholders Agreement dated as
of March 5, 1997 by and among the Voting Trust, Vestar, Harvard, AIP and the
Company, and joined for certain purposes by Vestar Capital, Mr. Kassling, Mr.
Fernandez, Ofelia B. Fernandez ("Mrs. Fernandez"), Mr. Brooks, Mr. Meister,
Davideco, Inc. ("Davideco") and Suebro, Inc. ("Suebro"), as amended by
Amendment No. 1 thereto dated as of March 28, 1997 (the "Stockholders
Agreement"), was executed in connection with the SIH Purchase. The Stockholders
Agreement contains provisions regarding, among other things, the disposition
and voting of shares of Common Stock by the parties to such agreement, as well
as certain provisions regarding the composition of the Board of Directors of
the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) The exhibits identified below are filed herewith as a part of this
Report. The Company agrees to furnish to the Commission upon request a copy of
any omitted schedule (or other similar attachment) to the agreements identified
below.
Exhibit No. Description
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2.1 Redemption Agreement dated as of March 5, 1997 among the
Company, SIH and Incentive (Exhibits omitted)*
3.2 Amended and Restated Bylaws of the Company, effective as of
March 31, 1997**
4.3 Amended and Restated Stockholders Agreement dated as of
March 5, 1997 by and among the Voting Trust, Vestar,
Harvard, AIP and the Company, and joined for certain
purposes by Vestar Capital and Mr. Kassling,
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Mr. Fernandez, Mrs. Fernandez, Mr. Brooks, Mr. Meister,
Davideco and Suebro**
4.4 Amendment No. 1 to the Amended and Restated Stockholders
Agreement dated as of March 28, 1997 by and among the Voting
Trust, Vestar, Harvard, AIP and the Company, and joined for
certain purposes by Vestar Capital and Mr. Kassling, Mr.
Fernandez, Mrs. Fernandez, Mr. Brooks, Mr. Meister, Davideco
and Suebro**
4.5 First Supplemental Indenture dated as of March 21, 1997
among the Company, as issuer, and The Bank of New York, as
trustee*
10.6 Common Stock Registration Rights Agreement dated as of March
5, 1997 by and among the Company, Harvard, AIP, the Voting
Trust, Vestar, Vestar Capital and the Pulse Shareholders**
10.23 First Amendment and Waiver Agreement dated as of February
28, 1997 among the Company, certain of the Company's
subsidiaries and the Company's principal lenders relating to
the Credit Agreement dated as of January 31, 1995, amended
and restated as of February 15, 1995, amended and restated
as of June 9, 1995 and amended and restated as of September
19, 1996 (Schedules omitted)*
* Filed herewith.
** Filed as an exhibit to the Schedule 13D filed jointly on March 31, 1997 by
Mr. Kassling, Mr. Fernandez, Mrs. Fernandez , Mr. Brooks, Mr. Meister, the
Voting Trust, Davideco and Suebro.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTINGHOUSE AIR BRAKE COMPANY
Dated: April 9, 1997 By /s/ ROBERT J. BROOKS
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Robert J. Brooks
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER PAGE NUMBER
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2.1 Redemption Agreement dated as of March 5, 1997 among Westinghouse Air
Brake Company (the "Company"), Scandinavian Incentive Holdings, B.V.
("SIH") and Incentive AB (Exhibits omitted) ---
3.2 Amended and Restated Bylaws of the Company, effective as of March 31, 1997 **
4.3 Amended and Restated Stockholders Agreement dated as of March 5, 1997 by
and among the RAC Voting Trust (the "Voting Trust"), Vestar Equity Partners, L.P.
("Vestar"), Harvard Private Capital Holdings, Inc.. ("Harvard"), American Industrial
Partners Capital Fund II, L.P. ("AIP") and the Company, and joined for certain purposes
by Vestar Capital Partners, Inc. ("Vestar Capital") and William E. Kassling
("Mr. Kassling"), Emilio A. Fernandez ("Mr. Fernandez"), Ofelia B. Fernandez
("Mrs. Fernandez"), Robert J. Brooks ("Mr. Brooks"), John M. Meister
("Mr. Meister"), Davideco, Inc. ("Davideco") and Suebro, Inc. ("Suebro") **
4.4 Amendment No. 1 to the Amended and Restated Stockholders Agreement
dated as of March 28, 1997 by and among the Voting Trust, Vestar, Harvard,
AIP and the Company, and joined for certain purposes by Vestar Capital,
Mr. Kassling, Mr. Fernandez, Mrs. Fernandez, Mr. Brooks, Mr. Meister,
Davideco and Suebro **
4.5 First Supplemental Indenture dated as of March 21, 1997 among the Company,
as issuer, and The Bank of New York, as trustee
10.6 Common Stock Registration Rights Agreement dated as of March 5, 1997
by and among the Company, Harvard, AIP, the Voting Trust, Vestar, Vestar
Capital, Mr. Fernandez and Mr. Fernandez as custodian for Eric A. Fernandez
and Mrs. Fernandez **
10.23 First Amendment and Waiver Agreement dated as of February 28, 1997 among
the Company, certain of the Company's subsidiaries and the Company's principal
lenders relating to the Credit Agreement dated as of January 31, 1995, amended
and restated as of February 15, 1995, amended and restated as of June 9, 1995
and amended and restated as of September 19, 1996 (Schedules omitted) ---
** Filed as an exhibit to the Schedule 13D filed jointly on March 31, 1997 by
Mr. Kassling, Mr. Fernandez, Mrs. Fernandez, Mr. Brooks, Mr. Meister, the
Voting Trust, Davideco, and Suebro.