CORRESP 1 filename1.htm

 
1001 Air Brake Avenue
Wilmerding, PA 15148
 
Phone: 412.825.1000
Fax: 412.825.1305


October 5, 2018

CORRESPONDENCE FILING VIA EDGAR
 
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Transportation and Leisure
100 F Street, N.E.
Mail Stop 3720
Washington, D.C.  20549
 
Attention:
J. Nolan McWilliams
 
John Dana Brown

 
Re:
Westinghouse Air Brake Technologies Corporation
   
Registration Statement on Form S-4
   
Filed September 20, 2018
   
File No. 333-227444


Ladies and Gentlemen:

Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Wabtec,” the “Company,” “we,” “our” or “us”), is in receipt of the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated October 1, 2018 (the “Comment Letter”) with respect to our Registration Statement on Form S-4, filed September 20, 2018 (the “Registration Statement”).  We are concurrently filing a revised Registration Statement (the “Amended Registration Statement”) that includes changes in response to the Staff’s comment.

Below is the Company’s response. For the convenience of the Staff, the Company has repeated the Staff’s comment before the Company’s response.

Form S-4

General

1.
Please revise the combined prospectus-information statement as necessary for consistency with the revised disclosure in the Westinghouse Air Brake Technologies Corporation PREM14A and any outstanding comments on that proxy statement.

Response:

In response to the Staff’s comment, the applicable disclosure has been revised for consistency with the revised disclosure in the Company’s revised preliminary proxy statement on Schedule 14A, filed October 5, 2018. Please see the Amended Registration Statement.

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Securities and Exchange Commission
October 5, 2018
Page 2


If you have any questions regarding these matters, please do not hesitate to contact the undersigned at (412) 825-1420.

 
Very truly yours,
   
 
/s/ David L. DeNinno
   
 
David L. DeNinno
 
Executive Vice President, General Counsel and Secretary

cc:
Albert J. Neupaver, Executive Chairman, Wabtec
 
Randi L. Strudler, Jones Day
 
Peter E. Devlin, Jones Day