SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)/1/
Westinghouse Air Brake Technologies Corporation
d/b/a Wabtec Corporation
(formerly known as The Westinghouse Air Brake Company)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
960386100
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
________________________
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required On the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 4494894103 13G Page 2 of 5 Pages
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1. Name of Reporting Person
S.S or I.R.S. Identification No. of Above Person
Harvard Private Capital Holdings, Inc., through Charlesbank
Equity Fund II, Limited Partnership
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2. Check the Appropriate Box If a Member of a Group*
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Massachusetts
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5. Sole Voting Power
NUMBER OF
SHARES 2,405,000 shares (See Items 4 and 6)
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6. Shared Voting Power
EACH
REPORTING ----
PERSON -------------------------------------------------------------
WITH 7. Sole Dispositive Power
2,405,000 shares (See Items 4 and 6)
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8. Shared Dispositive Power
----
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,405,000 shares (See Items 4 and 6)
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10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
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11. Percent of Class Represented by Amount in Row (9)
5.5%
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12. Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
Item 1(a) Name of Issuer:
Westinghouse Air Brake Technologies Corporation
1(b) Address of Issuer's Principal Executive Offices:
1001 Air Brake Avenue
Wilmerding, PA 15148
Item 2(a) Name of Person Filing:
Harvard Private Capital Holdings, Inc., through Charlesbank
Equity Fund II, Limited Partnership
2(b) Address of Principal Business Office or, if none, Residence:
c/o Charlesbank Capital Partners, LLC
600 Atlantic Avenue, 26th Floor
Boston, MA 02210
2(c) Citizenship:
Massachusetts
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
960386100
Item 3 The reporting person is an endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
Item 4 Ownership:
4(a) Amount beneficially owned:
2,405,000 shares
4(b) Percent of Class:
5.5%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,405,000 shares, subject to the terms of the Investment and
Advisory Agreement described more fully in Item 6.
Page 3 of 5 Pages
(ii) shared power to vote or to direct the vote:
___________
(iii) sole power to dispose or to direct the disposition of:
2,405,000 shares, subject to the terms of the
Investment and Advisory Agreement described more fully
in Item 6.
(iv) shared power to dispose or to direct the disposition of:
___________
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Pursuant to the Investment and Advisory Agreement, dated
September 30, 2001, between Charlesbank Capital Partners,
LLC ("Charlesbank") and Charlesbank Equity Fund II, Limited
Partnership, Charlesbank will act as an investment manager
to Harvard Private Capital Holdings, Inc., through
Charlesbank Equity Fund II, Limited Partnership in
connection with certain investments of Harvard Private
Capital Holdings, Inc., through Charlesbank Equity Fund II,
Limited Partnership, including the investment in
Westinghouse Air Brake Technologies Corporation disclosed
herein.
Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Page 4 of 5 Pages
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
HARVARD PRIVATE CAPITAL HOLDINGS, INC.,
through Charlesbank Equity Fund II,
Limited Partnership
By: /s/ Tami E. Nason
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Name: Tami E. Nason
Title: Authorized Signatory
February 14, 2003
Page 5 of 5 Pages