Schedule
13D
CUSIP No. 929740108
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Page 2 of 9 Pages
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1
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Names of Reporting Person
General Electric Company
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2
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Check the Appropriate Box if a Member of a Group
(a)
o
(b)
o
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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o
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6
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Citizenship or Place of Organization
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
22,533,671 (1)(2)
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8
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Shared Voting Power
-0-
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9
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Sole Dispositive Power
22,533,671 (1)(2)
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10
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Shared Dispositive Power
-0-
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
22,533,671 (1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13
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Percent of Class Represented by Amount in Row (11)
11.8% (1)
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14
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Type of Reporting Person (See Instructions)
CO
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______________________
(1)
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See Item 5 of this Schedule 13D (as defined below).
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(2)
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The above referenced shares of Common Stock (as defined below) includes 3,515,464 shares of Common Stock underlying the approximately 1,219.9922 shares of Convertible Preferred Stock (as defined below) held by General Electric Company. As described in further detail in Item 6 of this Schedule 13D (as defined below), General Electric Company is restricted in its ability to sell, transfer or otherwise divest any (i) subject shares, (ii) preferred shares or (iii) any other securities (each as defined below) until November 1, 2019. General Electric Company is subject to certain disposal requirements as discussed in Item 6 of this Schedule 13D. The shares of Convertible Preferred Stock will automatically convert into shares of Common Stock upon the sale of such shares by General Electric Company to a third party, as discussed below.
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SCHEDULE 13D
EXPLANATORY NOTE
This Amendment No. 1 (this “
Amendment
No. 1
”) to the Statement of Beneficial Ownership on Schedule 13D (the “
Schedule 13D
”) amends and supplements
the Schedule 13D (the “
Original Schedule 13D
”), as filed with the Securities and Exchange Commission (the “
SEC
”)
on March 7, 2019 by General Electric Company, a corporation incorporated under the laws of the State of New York (“
GE
”
or the “
Reporting Person
”), with respect to shares of common stock, $0.01 par value per share (the “
Common
Stock
”), of Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“
Wabtec
” or the
“
Issuer
”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information
previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the
same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background
Schedule I to this Schedule 13D is hereby
amended and restated in its entirety in the form attached hereto, which is incorporated herein by reference.
Item 4. Purpose of Transaction.
The second paragraph of Item 4 is hereby
amended and restated as follows:
In addition to the Merger Agreement and
Separation Agreement, on February 25, 2019, GE, SpinCo, Wabtec and Merger Sub entered into a letter agreement (the “
Letter
Agreement
”) relating to GE’s right to designate up to three individuals (the “
New Board Designees
”)
for appointment to the board of directors of Wabtec (the “
Wabtec Board
”) as contemplated by the Merger Agreement.
Subject to certain withdrawal and confirmation rights of GE, and to Wabtec’s approval right (acting through the Nomination
and Corporate Governance Committee of the Wabtec Board as described below), each as set forth in the Letter Agreement, (i) the
first New Board Designee will be appointed by March 27, 2019, (ii) the second New Board Designee will be appointed by August 25,
2019 and (iii) the third New Board Designee will be appointed by February 25, 2020; provided that GE’s right to designate
a third New Board Designee is conditioned upon GE owning on February 25, 2020 a portion of the Common Stock and/or the Convertible
Preferred Stock it received in the Merger in respect of the SpinCo Class C preferred stock. Each New Board Designee is required
to qualify as an independent director under the rules of the New York Stock Exchange and be reasonably acceptable to the Nomination
and Corporate Governance Committee of the Wabtec Board. As of the date of this Amendment No. 1, discussions are ongoing regarding
the person to be selected as the first New Board Designee under the Letter Agreement. At the direction of GE, (i) one New Board
Designee will be assigned to the class of directors that is up for reelection at the first annual meeting of Wabtec’s stockholders
that occurs after the Merger, (ii) one New Board Designee will be assigned to the class of directors that is up for reelection
at the second annual meeting of Wabtec’s stockholders that occurs after the Merger and (iii) one New Board Designee will
be assigned to the class of directors that is up for reelection at the third annual meeting of Wabtec’s stockholders that
occurs after the Merger. Further, if any New Board Designee becomes a member of the Wabtec Board after the date that is six months
prior to the date of Wabtec’s next annual meeting of stockholders after he or she becomes a member of the Wabtec Board (for
such New Board Designee, the “
Next Stockholders Meeting
”) and prior to the date on which Wabtec commences mailing
its proxy statement for such Next Stockholders Meeting (the “
Next Proxy Mailing Date
”), then such New Board
Designee may require Wabtec to (i) nominate such New Board Designee for election at the Next Stockholders Meeting, (ii) recommend
that Wabtec’s stockholders vote in favor of the election of such New Board Designee and (iii) use no less rigorous efforts
to support the election of such New Board Designee than the efforts used to support each other nominee of the Wabtec Board up for
election at the Next Stockholders Meeting. If any New Board Designee becomes a member of the Wabtec Board after the Next Proxy
Mailing Date and prior to the date of the Next Stockholders Meeting, then such New Board Designee may require Wabtec to cause such
New Board Designee to be re-appointed to the Wabtec Board as of immediately following the Next Stockholders Meeting (and to be
re-assigned to the class of directors that was elected at the Next Stockholders Meeting).
Item 4 is also hereby amended and supplemented
by adding the following at the end:
On May 1, 2019, GE entered into an underwriting
agreement (the “
Underwriting Agreement
”) with Wabtec and Morgan Stanley & Co. LLC and Goldman Sachs &
Co. LLC, as representatives of the several underwriters listed in Schedule I thereto (the “
Underwriters
”), relating
to an underwritten secondary public offering by GE of 22,000,000 shares of Common Stock (issuable upon the conversion of approximately
7,634.7894 shares of Convertible Preferred Stock) (the “
Offering
”). Under the terms of the Underwriting Agreement,
the Underwriters were granted a 30-day option period to purchase from GE up to an additional 3,300,000 shares of Common Stock (issuable
upon the conversion of up to approximately 1,145.2184 shares of Convertible Preferred Stock). On May 2, 2019, the Underwriters
exercised in full their option to purchase additional shares provided for by the Underwriting Agreement.
In the aggregate, the Reporting Person sold
approximately 8,780.0078 shares of Convertible Preferred Stock at a price of $204,910.366437 per share (equal to the product of
(x) $71.11125 per share of Common Stock issuable upon conversion of the Convertible Preferred Stock multiplied by (y) the conversion
rate of 2,881.5464), for aggregate net proceeds in the amount of $1,799,114,451.69 before deducting offering expenses. Immediately
following the settlement of the Offering, the Reporting Person held 22,533,671 shares of Common Stock on an as-converted basis
(including 3,515,464 shares of Common Stock issuable upon the conversion of approximately 1,219.9922 shares of Convertible Preferred
Stock). The Offering was made pursuant to an automatic shelf registration statement (333-231125) filed by Wabtec with the Securities
and Exchange Commission on April 30, 2019 (the “
Registration Statement
”). The Offering closed on May 6, 2019.
In connection with the Offering, pursuant
to the Underwriting Agreement and subject to specified exceptions, GE agreed for a period of 180 days from May 1, 2019 not to,
without the consent of the representatives of the Underwriters, directly or indirectly, (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale
of, or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock (other than the shares of Convertible Preferred Stock sold in the Offering and shares of Common Stock issuable
upon conversion thereof) (collectively, the “
Lock-Up Securities
”), or exercise any right with respect to the
registration of any of the Lock-Up Securities, or request the filing of any registration statement of the Issuer in connection
therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether
any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise (the “
Underwriters’
Lock-Up
”). The restrictions set forth in the Underwriters’ Lock-Up are separate and distinct from the restriction
on GE’s ability to sell, transfer or otherwise divest any (i) subject shares, (ii) preferred shares or (iii) any other securities
until November 1, 2019 (as provided for in the Shareholders Agreement).
The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement,
which is attached hereto as Exhibit 1 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) - (b) are hereby amended and
restated in their entirety as follows:
The information relating to the beneficial
ownership of Common Stock by the Reporting Person set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference.
The Reporting Person is the beneficial owner of 22,533,671 shares of Common Stock on an as-converted basis, constituting 19,018,207
shares of Common Stock and 3,515,464 shares of Common Stock underlying the approximately 1,219.9922 shares of Convertible Preferred
Stock. Such shares represent approximately 11.8% of the shares of outstanding Common Stock (on an as-converted basis assuming the
conversion of all shares of Convertible Preferred Stock). Such percentage is calculated based on a total of 191,633,064 shares
of Common Stock (which is comprised of 162,817,600 outstanding shares of Common Stock as of March 31, 2019 as set forth in the
Registration Statement, plus (i) the 3,515,464 shares of Common Stock underlying the remaining Convertible Preferred Stock held
by the Reporting Person, and (ii) the 25,300,000 shares of Common Stock outstanding upon the conversion of the 8,780.007 shares
of Convertible Preferred Stock sold in connection with the Offering).
To the Reporting Person’s knowledge,
the following persons beneficially own the shares of Common Stock set forth below:
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Sébastien M. Bazin, Director, General Electric Company, holds
0 shares of Common Stock;
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·
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W. Geoffrey Beattie, Director, General Electric Company, holds 4,752
shares of Common Stock;
1
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·
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H. Lawrence Culp, Jr., Chief Executive Officer and Director, General
Electric Company, holds 3,213 shares of Common Stock;
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·
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Francisco D’Souza, Director, General Electric Company, holds
813 shares of Common Stock;
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·
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Edward P. Garden, Director, General Electric Company, holds 0 shares
of Common Stock;
2
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·
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Thomas W. Horton, Director, General Electric Company, holds 0 shares
of Common Stock;
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·
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Risa Lavizzo-Mourey, Director, General Electric Company, holds 80
shares of Common Stock;
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·
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Catherine Lesjak, Director, General Electric Company, holds 0 shares
of Common Stock;
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·
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James J. Mulva, Director, General Electric Company, holds 22 shares
of Common Stock;
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·
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Paula Rosput Reynolds, Director, General Electric Company, holds 84
shares of Common Stock;
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·
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Leslie F. Seidman, Director, General Electric Company, holds 0 shares
of Common Stock;
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·
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James S. Tisch, Director, General Electric Company, holds 19,013 shares
of Common Stock;
3
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·
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L. Kevin Cox, Senior Vice President, Chief Human Resources Officer,
General Electric Company, holds 5 shares of Common Stock;
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·
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Michael J. Holston, Senior Vice President, General Counsel & Secretary,
General Electric Company, holds 0 shares of Common Stock;
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·
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David L. Joyce, Vice Chairman, General Electric Company, holds 3,037
shares of Common Stock;
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·
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Jamie S. Miller, Senior Vice President and Chief Financial Officer,
General Electric Company, holds 0 shares of Common Stock;
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___________________________
1
This number consists of 88 shares of Common Stock owned by family trusts, 368 shares of Common Stock owned through a holding
company and 4,296 shares of Common Stock held through an investment company. Mr. Beattie disclaims beneficial ownership of the
shares held through the investment company.
2
This
number would include shares of Common Stock, if any, owned by the Trian Entities (as defined below). Trian Fund Management,
L.P. (“
Trian
”), an institutional investment manager, serves as the management company for Trian Partners,
L.P., Trian Partners Master Fund, L.P., Trian Partners Master Fund (ERISA), L.P., Trian Partners Parallel Fund I, L.P., Trian
Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic
Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Strategic Fund-G II, L.P., Trian
Partners Strategic Fund G-III, L.P., Trian Partners Co-Investment Opportunities Fund, Ltd., Trian SPV (Sub) X, L.P., Trian
Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the “
Trian
Entities
”) and as such determines the investment and voting decisions of the Trian Entities with respect to shares
of Common Stock held by them. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of
Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of the Trian
Entities. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3
under the Exchange Act) any shares of Common Stock owned by the Trian Entities, although he would disclaim beneficial
ownership of any such shares for all other purposes.
3
This number consists of 2,900 shares of Common Stock owned by a Tisch family trust and 16,113 shares of Common Stock owned
by Loews Corporation, of which Mr. Tisch is the CEO, the President, a director and a shareholder. Mr. Tisch disclaims beneficial
ownership of the shares owned by Loews Corporation except to the extent of his pecuniary interest, if any, in those shares.
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Kieran P. Murphy, Senior Vice President, General Electric Company,
holds 345 shares of Common Stock;
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·
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Jérôme X. Pécresse, Senior Vice President, General
Electric Company, holds 209 shares of Common Stock;
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·
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Russell Stokes, Senior Vice President, General Electric Company, holds
1,030 shares of Common Stock;
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·
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Scott Strazik, Senior Vice President, General Electric Company, holds
565 shares of Common Stock; and
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·
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Thomas S. Timko, Vice President, Controller & Chief Accounting
Officer, General Electric Company holds 0 shares of Common Stock.
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Item 5 (c) is hereby amended and restated
in its entirety as follows:
(c) Except as set forth in this Amendment
No. 1, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the persons set forth on Schedule I hereto
has effected any transaction in the shares of Common Stock during the past 60 days.
Set forth
below is a list of transactions with respect to the Common Stock effected subsequent to the filing of the Original Schedule 13D
in addition to those described in Item 4. All such transactions were effected in private transactions. The prices set forth in
the table do not include commissions.
Reporting Person
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Date
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Shares
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Price
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Type
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Jamie S. Miller
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3/29/2019
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1,451
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$ 73.31
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Sale
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Trian Fund Management, L.P.
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3/29/2019
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277,580
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$ 73.23
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Sale
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Trian Fund Management, L.P.
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3/21/2019
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100,000
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$ 74.26
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Sale
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Trian Fund Management, L.P.
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3/18/2019
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2,951
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$ 71.30
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Sale
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Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented
by adding the following:
Pursuant to the Underwriting Agreement,
Wabtec consented to the number of shares sold in the Offering exceeding the First Tranche Maximum (as defined in the Shareholders
Agreement).
Item 7. Material to be Filed as Exhibits.
Exhibit
Number
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Exhibit Name
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1.
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Underwriting Agreement, dated May 1, 2019, by and among Westinghouse Air Brake Technologies Corporation, General Electric Company and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed in Schedule I thereto (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Westinghouse Air Brake Technologies Corporation on May 3, 2019).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
May 7, 2019
General Electric Company
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By:
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/s/ Christoph A. Pereira
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Name: Christoph A. Pereira
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Title: Vice President, Chief Risk Officer and Chief Corporate Counsel
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SCHEDULE I
dIRECTORS
AND EXECUTIVE OFFICERS OF
gENERAL eLECTRIC cOMPANY
The following table sets forth certain
information with respect to the directors and executive officers of General Electric Company. The business address of each director
and executive officer of General Electric Company is 41 Farnsworth Street, Boston, Massachusetts 02210.
Name
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Present Principal Occupation or
Employment
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Citizenship
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Sébastien M. Bazin
(Director)
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Chairman and CEO, AccorHotels
Paris, France
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France
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W. Geoffrey Beattie
(Director)
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Chief Executive Officer, Generation Capital
Toronto, Canada
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Canada
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H. Lawrence Culp, Jr.
(Director and Chief Executive Officer)
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Chairman of the Board and Chief Executive Officer, General Electric
Company
Boston, Massachusetts
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United States
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Francisco D’Souza
(Director)
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Vice Chairman and Chief Executive Officer, Cognizant Technology
Solutions Corporation
Teaneck, New Jersey
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United States
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Edward P. Garden
(Director)
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Chief Investment Officer and Founding Partner, Trian Fund Management,
L.P.
New York, New York
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United States
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Thomas W. Horton
(Director)
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Senior Advisor, Warburg Pincus, LLC
New York, New York
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United States
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Risa Lavizzo-Mourey
(Director)
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Professor, University of Pennsylvania
Philadelphia, Pennsylvania
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United States
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Catherine Lesjak
(Director)
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Former Chief Financial Officer, HP
Palo Alto, California
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Canada
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James J. Mulva
(Director)
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Former Chairman of the Board, President and Chief Executive Officer,
ConocoPhillips
Houston, Texas
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United States
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Paula Rosput Reynolds
(Director)
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President and Chief Executive Officer, PreferWest LLC
Seattle, Washington
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United States
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Leslie F. Seidman
(Director)
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Former Chairman, Financial Accounting Standards Board
Norwalk, Connecticut
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United States
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James S. Tisch
(Director)
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President and Chief Executive Officer, Loews Corporation
New York, New York
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United States
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Michael J. Holston
(Senior Vice President, General Counsel & Secretary)
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Senior Vice President, General Counsel & Secretary,
General
Electric Company
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United States
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David L. Joyce
(Vice Chairman)
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Vice Chairman, General Electric Company;
President & CEO, GE Aviation
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United States
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L. Kevin Cox
(Senior Vice President, Chief Human Resources Officer)
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Senior Vice President, Chief Human Resources Officer,
General Electric
Company
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United States
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Jamie S. Miller
(Senior Vice President, Chief Financial Officer)
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Senior Vice President and Chief Financial Officer,
General Electric Company
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United States
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Kieran P. Murphy
(Senior Vice President)
|
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Senior Vice President, General Electric Company;
President & CEO, GE Healthcare
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Ireland
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Jérôme X. Pécresse
(Senior Vice President)
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Senior Vice President, General Electric Company;
President & CEO, GE Renewable Energy
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France
|
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Russell Stokes
(Senior Vice President)
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Senior Vice President, General Electric Company;
President & CEO, GE Power Portfolio
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United States
|
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Scott Strazik
(Senior Vice President)
|
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Senior Vice President, General Electric Company;
CEO, GE Gas Power
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United States
|
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Thomas S. Timko
(Vice President, Controller & Chief Accounting Officer)
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Vice President, Controller & Chief Accounting Officer,
General
Electric Company
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United States
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