1
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):
November 19, 1999
WESTINGHOUSE AIR BRAKE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13782 25-1615902
---------------------------- ------------------------ ---------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1001 Air Brake Avenue, Wilmerding PA 15148
------------------------------------------
(Address of principal executive offices)
(412) 825-1000
--------------
(Registrant's telephone number)
Not applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
2
Item 2. Acquisition or Disposition of Assets.
On November 19, 1999, Registrant completed its merger with MotivePower
Industries, Inc., a Pennsylvania corporation ("MotivePower"). Registrant's
merger with MotivePower was consummated pursuant to an Amended and Restated
Agreement and Plan of Merger, dated as of September 26, 1999 as amended as of
October 4, 1999, pursuant to which MotivePower was merged with and into
Registrant (the "Merger"). Upon consummation of the Merger, approximately
17,896,368 shares of the Registrant's common stock became issuable to the former
stockholders of MotivePower, reflecting an exchange ratio of .66 shares of the
Registrant's common stock for each issued and outstanding share of MotivePower
common stock, together with any right to purchase MotivePower preferred stock
under MotivePower's Rights Agreement, dated as of January 19, 1996, as amended,
between MotivePower and Chemical Mellon Shareholder Services, L.L.C. In
addition, approximately 2,100,384 shares of Registrant's common stock are
reserved for issuance upon exercise of options issued in replacement of
MotivePower options that were not exercised prior to the consummation of the
Merger. The Merger was structured as a tax free reorganization and is intended
to be accounted for as a pooling of interests.
Item 7. Financial Statements and Exhibits.
(a) The financial statements of MotivePower will be filed by amendment
not later than sixty days after the date the initial report on Form 8-K must be
filed.
(b) The pro forma financial information of the combined company will be
filed by amendment not later than sixty days after the date the initial report
on Form 8-K must be filed.
(c) Exhibits.
2.1 Amendment and Restated Agreement and Plan of Merger, dated
as of September 26, 1999, as amended, by and among
Registrant and MotivePower (incorporated by reference to
Annex A to the Joint Proxy Statement/Prospectus forming a
part of Amendment 1 of Registrant's Registration Statement
on Form S-4 (File No. 333-88903) dated October 15, 1999).
99.1 Press Release of Registrant dated November 19, 1999.
3
SIGNATURES
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
By: /s/ Robert J. Brooks
--------------------
Name: Robert J. Brooks
Title: Chief Financial Officer
Date: November 30, 1999
2
4
WESTINGHOUSE AIR BRAKE COMPANY
FORM 8-K
DATE OF REPORT: NOVEMBER 19, 1999
EXHIBIT INDEX
The following exhibits are filed as part of this current report on Form
8-K:
Exhibit No. Document
----------- ------------------------------------------------------------
99.1 Press Release of Westinghouse Air Brake Company dated
November 19, 1999.