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Westinghouse Air Brake Technologies Annual Report (Amendment), Year Ended Dec 31, 1998

Filing Date
Filed June 30, 1999
Period End
December 31, 1998
Security
WAB
In the record · 2016–202610-K1110-Q338-K132

WAB filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 132 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Jul ’19Jul ’19
  3. Leadership change8-K · Aug ’21Aug ’21
  4. Material agreement8-K · May ’25May ’25

01—Abstract

Summary

Summary of the 10-K/A filed June 30, 1999. Cited figures are marked; the original filing is the authoritative source.

This Form 10-K/A amends Exhibit 99 of the annual report of Westinghouse Air Brake Company (now Westinghouse Air Brake Technologies Corporation) for the fiscal year ended December 31, 1998.

The exhibit contains the audited financial statements and supplemental schedules of the Westinghouse Air Brake Company Employee Stock Ownership Plan (the Plan), a leveraged ESOP, rather than the company's consolidated results. The auditor's report is dated May 21, 1999. At December 31, 1998, the Plan's net assets available for benefits were $89,717,036,a down from $99,723,262 at December 31, 1997.

Nearly all Plan assets consist of 9,297,783 shares of company common stock, carried at a market value of $227,219,221b. Of these shares, 8,552,796 were unallocated and held in trust as collateral for a $137,507,561 loan payable to the employer. In 1998, the Plan recorded a net depreciation in fair value of investments of $11,087,491, and employer contributions totaled $12,366,102.

The filing also discloses a subsequent event: on June 2, 1999, the company agreed to merge with MotivePower Industries, Inc., with MotivePower as the surviving corporation. Each company share would convert into 1.3 MotivePower shares, and company stockholders would own approximately 55%c of MotivePower's common stock. The merger is intended to be tax-free and will be accounted for as a pooling of interests, subject to stockholder approvals.

02—Key points

Key Highlights

  1. Plan net assets available for benefits were $89,717,036 at December 31, 1998, compared with $99,723,262 at December 31, 1997.
  2. The Plan held 9,297,783 shares of company common stock with a market value of $227,219,221 at December 31, 1998, which represented substantially all of the Plan's assets.
  3. Net depreciation in fair value of Plan investments was $11,087,491 in 1998, and the Plan's net decrease in net assets for 1998 was $10,006,226.
  4. The Plan carried a loan payable to the employer of $137,507,561 at December 31, 1998, under a 1995 term loan of $140,040,000 bearing interest at 8.5% and repayable over 50 years.
  5. Employer contributions to the Plan were $12,366,102 in 1998, and 198,735 shares were allocated to participant accounts, valued at $4,856,587.
  6. Subsequent event: on June 2, 1999, the company agreed to merge with MotivePower Industries, Inc., with each share converted into 1.3 MotivePower shares and company stockholders owning approximately 55% of the combined company.
  7. The merger is intended to be tax-free and will be accounted for as a pooling of interests, subject to approval by stockholders of both companies.

03—Questions

Frequently Asked Questions

  1. Why was this 10-K/A filed?

    The filing states that it amends Exhibit 99 of the annual report. The full text of Exhibit 99 is set forth in the amendment, and it consists of the Plan's audited financial statements and supplemental schedules.

  2. What does the Plan's balance sheet show at December 31, 1998?

    Total assets were $227,224,597, consisting mainly of company common stock at market value of $227,219,221. Total liabilities were $137,507,561, all of which was a loan payable to the employer, leaving net assets available for benefits of $89,717,036.

  3. How is the Plan's stock holding divided between participants and the trust?

    At December 31, 1998, 744,987 shares were allocated to participant accounts, with a fair value of $18,205,893. The remaining 8,552,796 shares were unallocated and held in trust, with a fair value of $209,013,328. Unallocated shares serve as collateral for the loan.

  4. What is the pending merger with MotivePower Industries, Inc.?

    On June 2, 1999, the company agreed to merge with MotivePower Industries, Inc., which would be the surviving corporation. Each company share would convert into 1.3 MotivePower shares, company stockholders would own approximately 55% of MotivePower's common stock, and the transaction would be accounted for as a pooling of interests. Completion requires approval by stockholders of both companies.

04—Continue

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