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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): October 5, 1998
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 5, 1998, Westinghouse Air Brake Company ("WABCO" or
the "Company") acquired from Rockwell Collins, Inc. ("Rockwell") certain
businesses and operations in the United States. The transaction involved a sale
agreement, executed and delivered on August 7, 1998. In the agreement, WABCO
purchased from Rockwell all of the issued and outstanding capital stock of
Technical Service and Marketing, L.L.C., a Delaware limited liability company
("TSM"), and the assets of the Rockwell Railroad Electronics division ("RRE" and
collectively with TSM, the "Business"), which consisted of Mobile Electronics,
Data Communications, and Railcar Electronics.
The assets of the Business consist of leased real property
located in Kansas City, Missouri (approximately 30,000 square feet) and Cedar
Rapids, Iowa (approximately 1,000 square feet), as well as manufacturing and
office equipment, inventory, supplies, accounts and notes receivable, advances
and letters of credit, financial, accounting and operating records, commercial
and technical information, contracts, agreements, sale and purchase orders, open
bids, prepaid expenses, deposits and retentions, licenses, franchises, permits,
authorizations and approvals, goodwill, causes of action and other rights of
recovery, warranty claims against unaffiliated third parties and intellectual
property. The Business had approximately 200 employees in October, 1998. Prior
to WABCO's acquisition thereof, such assets had been used in the manufacture and
sale of, among other things, display and positioning systems for use by railroad
locomotive manufacturers, data products and monitoring products for use by
railroads and locomotive manufacturers, and electronic air brake systems for use
by railroads and railcar manufacturers. It is presently anticipated that the
acquired assets will continue in those same uses.
The aggregate purchase price for the Business was cash in the
amount of approximately $80 million. The purchase price was arrived at by
negotiation among the parties. To obtain the necessary funds for the
acquisition, on October 5, 1998 the Company entered into (a) an amendment and
restatement of its secured credit agreement with The Chase Manhattan Bank, The
Chase Manhattan Bank Delaware, The Bank of New York and the other financial
institutions named therein which increased the amount available under its
secured credit agreement to $350 million and (b) a $30 million unsecured credit
agreement with the Chase Manhattan Bank, The Bank of New York and the other
financial institutions named therein.
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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: October 20, 1998 By /s/ ROBERT J. BROOKS
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Robert J. Brooks
Vice President and
Chief Financial Officer
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Item 7(c) Exhibits
INDEX TO EXHIBITS
2.1 Sale Agreement dated as of August 7, 1998, by and between Rockwell
Collins, Inc. and Westinghouse Air Brake Company (excluding Exhibits
and Schedules)
2.2 Amendment No. 1 to Sale Agreement dated as of October 5, 1998, by and
between Rockwell Collins, Inc. and Westinghouse Air Brake Company