1
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): June 2, 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 (IRS Employer Identification
of incorporation) number) Number)
1001 Air Brake Avenue
Wilmerding, Pennsylvania 15148 15222
- ---------------------------------------- --------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (412) 825-1000
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
ITEM 5. OTHER EVENTS.
On June 2, 1999, Westinghouse Air Brake Company, a Delaware corporation
("WABCO"), agreed to merge with and into (the "Merger") MotivePower Industries,
Inc., a Pennsylvania corporation ("MotivePower"). The terms of the Merger are
set forth in an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of June 2, 1999, between WABCO and MotivePower. In the Merger, each share of
WABCO Common Stock, par value $0.01 per share (the "WABCO Common Stock"), will
be converted into 1.3 shares of MotivePower's Common Stock, par value $0.01 per
share (the "MotivePower Common Stock"). WABCO and MotivePower issued a joint
press release announcing the execution of the Merger Agreement on June 3, 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 Merger Agreement and the Merger by the
shareholders of each of WABCO and MotivePower; (ii) the expiration or
termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the receipt of certain other approvals
required under foreign laws; (iii) registration of the shares of MotivePower
Common Stock to be issued in the Merger under the Securities Act of 1933, as
amended (the "Securities Act"); (iv) receipt of opinions of counsel as to the
federal tax treatment of certain aspects of the Merger; and (v) satisfaction of
certain other conditions.
The 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, MotivePower will file a
registration statement with the Securities and Exchange Commission registering
under the Securities Act the MotivePower Common Stock to be issued in the
Merger. Such shares of MotivePower Common Stock will be offered to WABCO
shareholders pursuant to a prospectus that will also serve as a joint proxy
statement for the shareholders' meetings.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the text of the Merger Agreement, a copy of which is
filed as Exhibit 2.1 hereto and which is incorporated herein by reference.
In connection with the execution of the Merger Agreement, MotivePower
and WABCO entered into the WABCO Stock Option Agreement (the "WABCO Option
Agreement") pursuant to which 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 specified in the WABCO Option Agreement. MotivePower and WABCO
also entered into the MotivePower Stock Option Agreement (the "MotivePower
Option Agreement") pursuant to which MotivePower granted WABCO an option (the
"MotivePower Option") to purchase up to approximately 19% of the outstanding
shares of
- 2 -
3
MotivePower Common Stock (before giving effect to the MotivePower Option)
exercisable in the circumstances specified in the MotivePower Option Agreement.
The foregoing summaries of the WABCO Option Agreement and the
MotivePower Option Agreement are qualified in their entirety by reference to the
text of such agreements, copies of which are filed as Exhibits 2.2 and 2.3
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 Agreement and Plan of Merger, dated as of June 2, 1999,
between MotivePower Industries, Inc. and Westinghouse Air
Brake Company.
2.2 WABCO Stock Option Agreement, dated as of June 2, 1999,
between MotivePower Industries, Inc. and Westinghouse Air
Brake Company.
2.3 MotivePower Stock Option Agreement, dated as of June 2, 1999,
between MotivePower Industries, Inc. and Westinghouse Air
Brake Company.
99.1 Text of joint press release dated June 3, 1999, issued by
MotivePower Industries, Inc. and Westinghouse Air Brake
Company.
- 3 -
4
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: June 3, 1999 By: /s/ Robert J. Brooks
---------------------------------
Robert J. Brooks
Vice President and
Chief Financial Officer
5
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- --------- ----------------------
2.1 Agreement and Plan of Merger, dated as of June 2, 1999, between
MotivePower Industries, Inc. and Westinghouse Air Brake Company.
2.2 WABCO Stock Option Agreement, dated as of June 2, 1999, between
MotivePower Industries, Inc. and Westinghouse Air Brake Company.
2.3 MotivePower Stock Option Agreement, dated as of June 2, 1999,
between MotivePower Industries, Inc. and Westinghouse Air Brake
Company.
99.1 Text of joint press release dated June 3, 1999, issued by
MotivePower Industries, Inc. and Westinghouse Air Brake Company.