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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): September 26, 1999.
Westinghouse Air Brake Company
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(Exact name of registrant as specified in its charter)
Delaware 1-13782 25-1615902
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(State or other jurisdiction (Commission file (IRS Employer Identification
of incorporation) number) Number)
1001 Air Brake Avenue
Wilmerding, Pennsylvania 15148
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (412) 825-1000
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On September 26, 1999, MotivePower Industries, Inc., a Pennsylvania
corporation ("MotivePower"), and Westinghouse Air Brake Company, a Delaware
corporation ("WABCO"), agreed to amend and restate the Agreement and Plan of
Merger dated as of June 2, 1999, as amended as of July 19, 1999, between
MotivePower and WABCO (the "Amended and Restated Merger Agreement") to provide
for the merger of MotivePower with and into WABCO (the "Merger"). In the Merger,
each share of MotivePower Common Stock, par value $0.01 per share (the
"MotivePower Common Stock"), together with any associated MotivePower Right (as
defined in Section 3.2(a) of the Amended and Restated Merger Agreement), not
owned directly or indirectly by MotivePower or WABCO, will be converted into
0.66 shares of WABCO's Common Stock, par value $0.01 per share (the "WABCO
Common Stock"). WABCO and MotivePower issued a joint press release announcing
the execution of the Amended and Restated Merger Agreement on September 27,
1999, a copy of which is filed as Exhibit 99.1 hereto and which is incorporated
herein by reference.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and will be accounted for as a
pooling of interests.
Consummation of the Merger is subject to various conditions, including:
(i) approval and adoption of the Amended and Restated Merger Agreement and the
Merger by the shareholders of each of WABCO and MotivePower; (ii) registration
of the shares of WABCO Common Stock to be issued in the Merger under the
Securities Act of 1933, as amended (the "Securities Act"); (iii) receipt of
opinions of counsel as to the federal tax treatment of certain aspects of the
Merger; and (iv) satisfaction of certain other conditions.
The Amended and Restated Merger Agreement and the transactions
contemplated thereby will be submitted for adoption and approval at the meetings
of the shareholders of each of MotivePower and WABCO. Prior to such meetings,
WABCO will file a registration statement with the Securities and Exchange
Commission registering under the Securities Act the WABCO Common Stock to be
issued in the Merger. Such shares of WABCO Common Stock will be offered to
MotivePower shareholders pursuant to a prospectus that will also serve as a
joint proxy statement for the shareholders' meetings.
MotivePower and WABCO have also entered into an Amendment to Amended
and Restated Agreement and Plan of Merger dated as of October 4, 1999 (the
"Amendment") in order to make the by-laws of the combined company consistent
with the terms agreed upon by the parties and in certain other minor respects.
The foregoing summary of the Amended and Restated Merger Agreement and
the Amendment is qualified in its entirety by reference to the text of the
Amended and Restated Merger Agreement and the Amendment, copies of which are
filed as Exhibits 2.1 and 2.2 hereto and which are incorporated herein by
reference.
In connection with the execution of the Amended and Restated Merger
Agreement, MotivePower and WABCO agreed to amend and restate the WABCO Stock
Option Agreement dated as of June 2, 1999 (the "Amended and Restated WABCO
Option Agreement"). Under the Amended and Restated WABCO Option Agreement, WABCO
granted MotivePower an option (the "WABCO Option") to purchase up to
approximately 19% of the outstanding shares of WABCO Common Stock (before giving
effect to the WABCO Option) exercisable in the circumstances
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specified in the Amended and Restated WABCO Option Agreement. MotivePower and
WABCO also agreed to amend and restate the MotivePower Stock Option Agreement
dated as of June 2, 1999 (the "Amended and Restated MotivePower Stock Option
Agreement"). Under the Amended and Restated MotivePower Option Agreement,
MotivePower granted WABCO an option (the "MotivePower Option") to purchase up to
approximately 19% of the outstanding shares of MotivePower Common Stock (before
giving effect to the MotivePower Option) exercisable in the circumstances
specified in the Amended and Restated MotivePower Option Agreement.
The foregoing summaries of the Amended and Restated WABCO Option
Agreement and the Amended and Restated MotivePower Option Agreement are
qualified in their entirety by reference to the text of such agreements, copies
of which are filed as Exhibits 2.3 and 2.4 hereto and which are incorporated
herein by reference.
In connection with the execution of the Amended and Restated Merger
Agreement, Motive Power and certain stockholders of WABCO entered into a voting
agreement dated as of September 26, 1999 (the "WABCO Voting Agreement"),
pursuant to which, subject to limited exceptions, such stockholders have agreed
to vote their shares of WABCO Common Stock in favor of the proposals to approve
and adopt the Merger and the Amended and Restated Merger Agreement and to take
certain other actions. Also in connection with the execution of the Amended and
Restated Merger Agreement, WABCO and John C. Pope, a stockholder of MotivePower,
entered into a voting agreement dated as of September 26, 1999 (the "MotivePower
Voting Agreement"), pursuant to which, subject to limited exceptions, Mr. Pope
has agreed to vote his shares of MotivePower Common Stock in favor of the
proposals to approve and adopt the Merger and the Amended and Restated Merger
Agreement and to take certain other actions.
The foregoing summaries of the WABCO Voting Agreement and the
MotivePower Voting Agreement are qualified in their entirety by reference to the
text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2
hereto and which are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)--(b) Not applicable.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
September 26, 1999, between MotivePower Industries, Inc. and
Westinghouse Air Brake Company (with exhibits thereto).
2.2 Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of October 4, 1999, between MotivePower
Industries, Inc. and Westinghouse Air Brake Company
(with exhibit thereto).
2.3 Amended and Restated WABCO Stock Option Agreement, dated as of
September 26, 1999, between MotivePower Industries, Inc. and
Westinghouse Air Brake Company.
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2.4 Amended and Restated MotivePower Stock Option Agreement, dated
as of September 26, 1999, between MotivePower Industries, Inc.
and Westinghouse Air Brake Company.
10.1 Voting Agreement, dated as of September 26, 1999, between
Westinghouse Air Brake Company and John C. Pope, a stockholder
of MotivePower Industries, Inc.
10.2 Voting Agreement, dated as of September 26, 1999, among
MotivePower Industries, Inc. and certain stockholders of
Westinghouse Air Brake Company.
99.1 Text of joint press release dated September 27, 1999, issued
by MotivePower Industries, Inc. and Westinghouse Air Brake
Company.
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SIGNATURE
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, hereunto duly authorized.
WESTINGHOUSE AIR BRAKE COMPANY
Date: October 13, 1999 By: /s/ Robert J. Brooks
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Robert J. Brooks
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
September 26, 1999, between MotivePower Industries, Inc. and
Westinghouse Air Brake Company (with exhibits thereto).
2.2 Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of October 4, 1999, between MotivePower
Industries, Inc. and Westinghouse Air Brake Company
(with exhibit thereto).
2.3 Amended and Restated WABCO Stock Option Agreement, dated as of
September 26, 1999, between MotivePower Industries, Inc. and
Westinghouse Air Brake Company.
2.4 Amended and Restated MotivePower Stock Option Agreement, dated
as of September 26, 1999, between MotivePower Industries, Inc.
and Westinghouse Air Brake Company.
10.1 Voting Agreement, dated as of September 26, 1999, between
Westinghouse Air Brake Company and John C. Pope, a stockholder
of MotivePower Industries, Inc.
10.2 Voting Agreement, dated as of September 26, 1999, among
MotivePower Industries, Inc. and certain stockholders of
Westinghouse Air Brake Company.
99.1 Text of joint press release dated September 27, 1999, issued
by MotivePower Industries, Inc. and Westinghouse Air Brake
Company.