As filed with the Securities and Exchange Commission on October 24, 1994
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
COLTEC INDUSTRIES INC
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 3714 13-1846375
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
__________________
430 Park Avenue
New York, New York 10022
(212) 940-0400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_____________________
Anthony J. diBuono, Esq.
Coltec Industries Inc
430 Park Avenue
New York, New York 10022
(212) 940-0400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
______________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed Max- Proposed Max- Amount of Reg-
Class of Secu- Registered imum Offering imum Aggregate istration Fee
rities to be Price Per Offering
Registered Unit (a) Price (a)
Common Stock, 1,010,391 $18.9375 $19,134,280 $6,600
par value $.01 shares
per share
(a) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
______________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
1,010,391 Shares
Coltec Industries Inc
Common Stock
_____________
All the shares of Common Stock (the "Shares") offered hereby are
being offered by the Selling Stockholder. See "Selling Stock
holder". Coltec Industries Inc ("Coltec") will not receive any
proceeds from the sale of the Shares being offered hereby. The
Common Stock is traded on the New York Stock Exchange (the
"NYSE") and the Pacific Stock Exchange (the "PSE") under the
symbol "COT". On October 20, 1994, the last reported sale price
of the Common Stock on the New York Stock Exchange was $18-7/8
per share.
The Shares being registered hereby may be sold from time to time
by the Selling Stockholder, or by pledgees, transferees or other
successors in interest, on the NYSE, the PSE (or such other
exchange on which the Shares are listed at the time of sale) in
the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the then current market
price, or in privately negotiated transactions.
____________
INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS SET FORTH UNDER
"CERTAIN SIGNIFICANT CONSIDERATIONS".
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1994.
No person is authorized in connection with any offering made
hereby to give any information or to make any representation not
contained in this Prospectus and, if given or made, such informa-
tion or representation must not be relied upon as having been
authorized by Coltec or by the Selling Stockholder. This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the shares of Common Stock
offered hereby, nor does it constitute an offer to sell or
solicitation of an offer to buy any of the securities offered
hereby to any person in any jurisdiction in which it is unlawful to
make such an offer or solicitation to such person. Neither the
delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create any implication that the information
contained herein is correct as of any time subsequent to the date
hereof.
No action has been or will be taken in any jurisdiction by
Coltec or the Selling Stockholder that would permit a public
offering of the Common Stock or possession or distribution of this
Prospectus in any jurisdiction where action for that purpose is
required, other than in the United States. Persons into whose
possession this Prospectus comes are required by Coltec and the
Selling Stockholder to inform themselves about and to observe any
restrictions as to the offering of the Common Stock and the
distribution of this Prospectus.
_______________
TABLE OF CONTENTS
Page Page
Incorporation of Certain Plan of Distribution.......... 10
Documents by Reference...... 2 Selling Stockholder........... 12
Additional Information....... 3 Description of Capital Stock.. 13
The Company.................. 4 Description of Certain In-
Certain Significant debtedness................... 17
Considerations.............. 6 Legal Matters................. 23
Price Range of Common Stock Experts....................... 24
and Dividend Policy......... 8
Use of Proceeds.............. 9
Determination of Offering
Price....................... 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (File No. 1-7568) by Coltec pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
(b) Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 1994.
(c) Quarterly Report on Form 10-Q for the fiscal quarter
ended July 3, 1994.
(d) Current Reports on Form 8-K dated April 14, May 24
and June 10, 1994.
In addition, all documents filed by Coltec pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering (the "Offering") shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which
also is incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
Copies of all documents which are incorporated by reference
(not including the exhibits to such information, unless such
exhibits are specifically incorporated by reference in such
information) will be provided without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request. Requests should be
directed to Coltec, Attention: Secretary, 430 Park Avenue, New
York, New York 10022; telephone (212) 940-0400.
ADDITIONAL INFORMATION
Coltec has filed with the Commission a Registration Statement
(which term shall include any amendments thereto) on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the securities being registered hereby. This Prospectus
does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission and to which reference
is hereby made. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to
are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference.
Coltec is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports and other
information with the Commission. The Registration Statement and
the exhibits thereto, as well as such reports, proxy statements and
other information filed by Coltec with the Commission, may be
inspected and copied at the public reference facilities of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at 7 World Trade Center, 13th
floor, New York, New York 10048 and at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the public reference
section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Such reports and other information
may also be inspected at the offices of the NYSE, 20 Broad Street,
New York, New York 10005 and the PSE, 301 Pine Street, Suite 1104,
San Francisco, California 94104.
THE COMPANY
Coltec manufactures and sells a diversified range of highly
engineered aerospace, automotive and industrial products in the
United States and, to a lesser extent, abroad. Through its
Aerospace/Government segment, Coltec is a leading manufacturer of
landing gear systems, engine fuel controls, turbine blades, fuel
injectors, nozzles and related components for commercial and
military aircraft, and also produces high-horsepower diesel engines
for naval ships and diesel, gas and dual-fuel engines for electric
power plants. Coltec's Automotive segment manufactures and markets
a selected line of high value-added products, including fuel
injection system assemblies and components, transmission controls,
suspension controls, emission control air pumps, oil pumps and
seals for domestic original equipment manufacturers and the
replacement parts market. Coltec's Industrial segment is a leading
manufacturer of industrial seals, gaskets, packing products and
self-lubricating bearings and also produces technologically
advanced spray nozzles for agricultural, home heating and industrial
applications and air compressors for manufacturers. Each of
Coltec's three industry segments contributed approximately one-
third of total sales in 1993.
Coltec's strategy is to develop and maintain substantial
market positions and attractive margins for its products through
technological innovation, cost efficiencies, product differentia-
tion and quality. Coltec emphasizes targeted development of highly
engineered, high value-added components and systems designed to
meet specific customer requirements. This emphasis has enabled
Coltec to maintain close, interactive relationships with the major
aircraft and domestic automobile manufacturers and Coltec's
principal industrial customers. Through successful introduction of
new products, cost reductions, productivity improvements and
selected divestitures, Coltec has consistently achieved strong
operating margins in its businesses. Coltec's average operating
margin for the period from 1989 to 1993 was 17.3%, or 17.7%
excluding the effect of a restructuring charge taken in the second
quarter of 1993 (the "1993 restructuring charge"). Operating
margins were 17.8% in 1992 and 15.9% in 1993, or 17.7% in 1993
excluding the effect of the 1993 restructuring charge. Coltec's
focus on aftermarket sales (representing 42% of total sales from
1989 to 1993) in all of its segments contributes to Coltec's
consistently strong operating margins.
Coltec's Aerospace/Government segment has taken an aggressive
approach in responding to changing economic and market conditions.
With reductions in domestic military spending, Coltec has placed
increasing emphasis on sales to commercial aircraft and aircraft
engine manufacturers. Coltec's Aerospace/Government segment
increased commercial sales as a percentage of total sales from 48%
in 1989 to 62% in 1993. In 1993, Aerospace/Government segment
sales declined 13%, primarily reflecting lower demands for new
commercial aircraft resulting from the excess capacity of the world
airline fleets. The Aerospace/Government segment's operating
margin was 15.0% in 1993, or 18.9% excluding the effect of the 1993
restructuring charge, compared to 19.5% in 1992. Coltec's ability
to maintain this operating margin for 1993 was particularly
noteworthy in light of weak industry conditions. In addition to
producing landing gear for various aircraft manufacturers,
including The Boeing Company and McDonnell Douglas Corporation,
Coltec has been awarded contracts to supply the main and nose
landing gear assemblies for the Boeing 777 aircraft. In 1993,
Coltec delivered on schedule the first three main and nose landing
gear assemblies for Boeing 777 aircraft. Production rates and
deliveries of Boeing 777 landing gear shipsets are scheduled to
accelerate over the next several years. Coltec has also been
awarded a contract to supply main landing gear for the Boeing 737-
700 aircraft. Coltec's Fairbanks Morse Engine Division ("Fairbanks
Morse") recently received firm orders valued at $40 million for
engines that will power the first ship of the Sealift fleet and a
U.S. Navy amphibious landing ship. In the first quarter of 1994,
Fairbanks Morse acquired equipment and other assets related to the
Alco engine business from General Electric Transportation System.
In January 1994, Coltec refinanced its bank credit agreement
(the "1992 Credit Agreement", and, as refinanced, the "1994 Credit
Agreement") on terms which offer Coltec greater financial
flexibility and lower borrowing costs. If this refinancing had
been in place at the beginning of 1993, earnings before
extraordinary item for 1993 would have increased by $10.1 million,
or $0.14 per common share. Refinancing the 1992 Credit Agreement
has also increased Coltec's operating flexibility and requires no
scheduled mandatory debt repayments until January 1997. From
January 1, 1989 to December 31, 1993, Coltec has generated $644
million in cash provided by operating activities.
CERTAIN SIGNIFICANT CONSIDERATIONS
Leverage and Debt Service
As a result of a recapitalization of Coltec completed in 1986
(the "1986 Recapitalization") and the acquisition of Coltec by
Coltec Holdings Inc. ("Holdings") in 1988, Coltec is highly
leveraged. Although a recapitalization in 1992 (the "1992
Recapitalization") reduced the deficit in shareholders' equity and
reduced indebtedness and interest expense, Coltec continues to have
substantial indebtedness and negative shareholders' equity. As of
December 31, 1993, Coltec's total indebtedness was $1,033.6
million. At such date, Coltec's total assets were $806.4 million
and its shareholders' equity was a deficit of $625.5 million.
Coltec's negative shareholders' equity is due to the 1986 Recap-
italization and the retirement of an intercompany note in the
principal amount of $846.3 million distributed by Coltec to
Holdings. For the year ended December 31, 1993, Coltec's ratio of
earnings to fixed charges was 1.9 to 1. Giving effect to the 1994
Credit Agreement as if it had been entered into on January 1, 1993
and excluding the 1993 restructuring charge, Coltec's ratio of
earnings to fixed charges would have been 2.4 to 1 for the year
ended December 31, 1993.
Although the 1992 Recapitalization and the refinancing of the
1992 Credit Agreement in January 1994 have improved Coltec's
operating and financing flexibility, Coltec's remaining substantial
indebtedness could limit its capacity to respond to changing
business and economic conditions. Insofar as changing business and
economic conditions may affect the financial condition and
financing requirements of Coltec, they could impose significant
risks to the holders of Common Stock of Coltec. Furthermore, the
ability of Coltec to satisfy its obligations and to service, repay
or refinance its debt will be dependent upon the future performance
of Coltec, which will be subject to prevailing economic conditions
and to financial, business and other factors, including factors
beyond the control of Coltec, affecting the business and operations
of Coltec.
The 1994 Credit Agreement imposes significant operating and
financial restrictions on Coltec. Such restrictions affect, and in
many respects significantly limit or prohibit, among other things,
the ability of Coltec to incur additional indebtedness, create
liens, sell assets, engage in mergers and acquisitions, make
certain capital expenditures or pay dividends. The indentures
under which Coltec's 9-3/4% Senior Notes Due 1999, 9-3/4% Senior
Notes Due 2000, 11-1/4% Debentures Due 1996-2015 and 10-1/4% Senior
Subordinated Notes Due 2002 were issued contain certain similar
restrictive covenants. These restrictions, in combination with the
leveraged nature of Coltec, could limit the ability of Coltec to
effect future financings or otherwise may restrict corporate
activities. See "Description of Certain Indebtedness".
Borrowings under the 1994 Credit Agreement bear interest at
fluctuating rates. Increases in interest rates with respect to
such borrowings could adversely affect Coltec's financial condition.
Cyclical Business and Competition; Litigation
Coltec operates in markets that are cyclical in nature and
highly competitive, and Coltec's results of operations are affected
by changes in its customers' markets, including changes that affect
government defense contracts and commercial aircraft and automobile
production. Currently, defense spending and commercial aircraft
production schedules are at reduced levels and have adversely
affected sales in the Aerospace/Government segment. While the
Automotive segment is benefiting from the strength in the automo-
tive industry and increased applications for components supplied by
Coltec, results at the Industrial segment divisions have been
mixed. Many of Coltec's competitors have substantially greater
financial resources than Coltec.
From time to time the business operations of Coltec result in
product liability actions, including asbestos litigation. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Coltec's Form 10-K for the fiscal year
ended December 31, 1993 and in Coltec's Form 10-Q for the quarterly
period ended July 3, 1994.
Certain of the contracts under which Coltec is a supplier,
including those with commercial aviation manufacturers and the
United States government, contain provisions allowing for early
termination, including termination due to lack of congressional
appropriation or for convenience.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock has traded on the NYSE and PSE since March
25, 1992, the date of its initial public offering. The following
table sets forth the high and low sales prices (expressed as
dollars per common share) of the Common Stock as reported on the
NYSE Composite Tape for the periods indicated.
High Low
Fiscal 1992
First Quarter (beginning March 25)........ $ 19 $ 17
Second Quarter............................ 21-3/4 17
Third Quarter............................. 19-1/4 15-3/8
Fourth Quarter............................ 19-1/4 14-1/8
Fiscal 1993
First Quarter............................. 19-1/4 16-1/4
Second Quarter............................ 17-1/2 14-7/8
Third Quarter............................. 18 15-1/4
Fourth Quarter............................ 19-3/8 16
Fiscal 1994
First Quarter............................. 21-7/8 18-3/4
Second Quarter............................ 20-1/2 18-1/4
Third Quarter............................. 19-7/8 18-1/8
Fourth Quarter (through October 20,
1994).................................... 19 18
At October 18, 1994, there were 525 holders of record of the
Common Stock.
Coltec does not currently intend to pay cash dividends on the
Common Stock. Coltec currently intends to retain earnings for
support of its working capital, repayment of indebtedness, capital
expenditures and other general corporate purposes. The 1994 Credit
Agreement and certain of the indentures governing issues of
Coltec's long-term debt limit the payment of cash dividends on the
Common Stock. See "Description of Certain Indebtedness". Subject
to such restrictions, any future determination to pay cash
dividends will be dependent upon Coltec's results of operations,
financial condition, contractual restrictions and other factors
deemed relevant by the Board of Directors.
USE OF PROCEEDS
Coltec will not receive any proceeds from the sale by the
Selling Stockholder of the Shares offered hereby. The aggregate
proceeds to the Selling Stockholder from the sale of the Shares
will be the purchase price of the Shares sold, less the aggregate
agents' commissions and underwriters' discounts, if any, and any
other expenses of issuance and distribution not borne by Coltec.
<PAGE>
DETERMINATION OF OFFERING PRICE
The Selling Stockholder may, from time to time, sell the
Shares offered hereby on the NYSE or the PSE at prices prevailing
at the time of sale, or in privately negotiated transactions. Such
sales may be made directly or indirectly through agents, brokers,
dealers or underwriters.
PLAN OF DISTRIBUTION
All Shares covered by this Prospectus are being offered for
the account of the Selling Stockholder. Consequently, Coltec will
not receive any of the proceeds from the sale of the Shares offered
hereby.
The Shares may be sold from time to time by the Selling
Stockholder, or by his pledgees, transferees or other successors in
interest, on the NYSE or the PSE (or such other exchange on which
the Shares are listed at the time of sale), in the over-the-counter
market or otherwise, at prices and on terms then prevailing or at
prices related to the then current market price, or in privately
negotiated transactions. The Shares may be sold by various
methods, including, but not limited to, one or more of the
following: (a) directly in a privately negotiated transaction, (b)
a block trade in which the broker or dealer so engaged will attempt
to sell Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction, (c) purchased
by a broker or dealer as principal and resold by the broker or
dealer for its own account pursuant to this Prospectus, (d) a
transaction on the NYSE or PSE in accordance with the rules of such
exchanges, and (e) ordinary brokers transactions and transactions
in which the broker solicits the purchasers. In effecting sales,
brokers or dealers engaged by the Selling Stockholder may arrange
for other brokers or dealers to participate. Alternatively, the
Selling Stockholder may from time to time offer the Shares through
underwriters, dealers or agents who may receive compensation in the
form of underwriting discounts, concessions, or commissions from
the Selling Stockholder or purchasers of Shares for whom they act
as agents. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 under the Securities Act, or otherwise
pursuant to an applicable exemption under the Securities Act, may
be sold other than pursuant to this Prospectus.
The Selling Stockholder and any such underwriters, dealers or
agents that participate in the distribution of Shares may be deemed
to be underwriters, and any profit on the sale of the Shares by
them and any discounts, commissions or concessions received by them
may be deemed to be underwriting discounts and commissions under
the Securities Act. The Shares may by sold from time to time in
one or more transactions at a fixed offering price, which may be
changed, or at varying prices determined at the time of sale or at
negotiated prices. Such prices will be determined by the Selling
Stockholder or by an agreement between the Selling Stockholder and
underwriters or dealers. Brokers or dealers acting in connection
with the sale of the Shares contemplated by this Prospectus may
receive commissions in connection therewith.
At the time a particular offer of Shares is made, to the
extent required, a supplement to this Prospectus will be distribut-
ed that will identify and set forth the aggregate amount of Shares
being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, the purchase price
paid by any underwriters for Shares purchased from the Selling
Stockholder, any discounts, commissions and other items constituting
compensation from the Selling Stockholder or Coltec and any
discounts, commissions or concessions allowed or reallowed or paid
to dealers, including the proposed selling price to the public.
Such supplement to this Prospectus and, if necessary, a post-
effective amendment to the Registration Statement of which this
Prospectus is a part, will be filed with the Commission to reflect
the disclosure of additional information with respect to the
distribution of the Shares. Coltec will pay all the expenses
incident to the registration, and certain other expenses related to
this Offering of the Shares, other than underwriting commissions
and discounts, normal commission expenses and brokerage fees,
applicable transfer taxes and attorneys' fees of Selling Stock
holder's counsel.
The Selling Stockholder has entered into an indemnification
agreement with Coltec pursuant to which Coltec will be indemnified
against failure by the Selling Stockholder to deliver a Prospectus
if required, as well as against certain civil liabilities,
including liabilities under the Securities Act or the Exchange Act
incurred in connection with any untrue (or alleged untrue)
statement of a material fact or omission of a material fact in this
Registration Statement to the extent such liability relates to
information supplied by the Selling Stockholder for inclusion in
the Registration Statement or Prospectus.
Under applicable rules and regulations under the Exchange Act,
any person engaged in a distribution of the Shares may not
simultaneously engage in market-making activities with respect to
the Shares for a period of nine business days prior to the
commencement of such distribution. In addition and without
limiting the foregoing, the Selling Stockholder and any person
participating in the distribution of the Shares will be subject to
applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2,
10b-6 and 10b-7, which provisions may limit the timing of purchases
and sales of the Shares by the Selling Stockholder. All of the
foregoing may affect the marketability of the Shares.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain
states the Shares may not be sold unless the Shares have been
registered or qualify for sale in such state, or unless an
exemption from registration or qualification is available and
complied with.
There can be no assurance that the Selling Stockholder will
sell any or all of the Shares offered by him hereby.
SELLING STOCKHOLDER
Mr. David I. Margolis, Chairman of the Board and Chief
Executive Officer of Coltec during the past three years and
Chairman of the newly created Executive Committee since October 12,
1994, is the Selling Stockholder referred to herein. He has
advised Coltec that he will retire on February 1, 1995, following
his attaining 65 years of age in January 1995. On October 12,
1994, the Board of Directors of Coltec elected John W. Guffey, Jr.,
who has been President and Chief Operating Officer of Coltec since
1991, to succeed Mr. Margolis as Chairman of the Board and Chief
Executive Officer effective February 1, 1995, with Mr. Margolis
remaining a member of the Board of Directors of Coltec and Chairman
of the Executive Committee.
Mr. Margolis has advised Coltec that (i) as of the date of the
Prospectus he beneficially owns 1,133,472 shares of Coltec common
stock, including 120,000 shares that may be acquired from Coltec
within 60 days upon the exercise of options for common stock (an
additional 180,000 shares become exercisable at future dates) and
3,081 shares (as of August 31, 1994) credited to his individual
account in the Retirement Savings Plan for Salaried Employees (the
"Savings Plan") and (ii) he shares voting power of 2,507,421 shares
(as of August 31, 1994) as a trustee of the Savings Plan. The
1,133,472 shares represent 1.6% of the outstanding shares of Coltec
common stock outstanding on August 31, 1994.
1,010,391 shares are being offered hereby and, assuming all
are sold, he will own 123,081 shares, consisting of the 120,000
shares and 3,081 shares referred to above. Because the Selling
Stockholder may sell all or a part of the Shares he holds pursuant
to this Prospectus and the fact that this Offering is not being
underwritten on a firm commitment basis, no estimate can be given
as to the number of Shares that will be held by the Selling
Stockholder upon termination of this Offering. See "Plan of
Distribution". The Common Stock offered by this Prospectus may be
offered from time to time in whole or in part by the Selling
Stockholder or by his transferees, as to whom applicable informa-
tion will, to the extent required, be set forth in a prospectus
supplement.
DESCRIPTION OF CAPITAL STOCK
Coltec's authorized capital stock consists of 100 million
shares of Common Stock, par value $.01 per share, and 2.5 million
shares of preferred stock, par value $.01 per share ("Preferred
Stock"). The following summary description of the capital stock of
Coltec does not purport to be complete and is qualified in its
entirety by reference to Coltec's Restated Articles of Incorpora-
tion, a copy of which was filed by reference as an exhibit to
Coltec's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, which is incorporated by reference in this
Prospectus.
Common Stock
Subject to the prior rights of any series of Preferred Stock
that may from time to time be authorized and outstanding, holders
of Common Stock are entitled to receive dividends out of funds
legally available therefor when, as and if declared by the Board of
Directors and to receive pro rata the net assets of Coltec legally
available for distribution upon liquidation or dissolution.
Holders of Common Stock are entitled to one vote for each share of
Common Stock held on each matter submitted to a vote of sharehold-
ers, including the election of directors. All outstanding shares
of Common Stock are fully paid and nonassessable.
Preferred Stock
The Board of Directors has the authority to issue the
Preferred Stock in one or more classes or series and to fix the
voting powers, preferences and relative participating, optional or
other special rights, without any further vote or action by the
shareholders. The ability of the Board of Directors to issue
Preferred Stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes, could have the
effect of making it more difficult for a third party to acquire, or
of discouraging a third party from acquiring, a majority of the
outstanding voting stock of Coltec, Coltec has no current plans to
issue any of the Preferred Stock.
Certain Provisions of the Restated Articles of Incorporation and
By-laws
The Restated Articles of Incorporation provide that any action
required or permitted to be taken by the shareholders of Coltec may
be effected only at an annual or special meeting of shareholders,
and prohibits shareholders' action by written consent in lieu of a
meeting. Coltec's By-laws provide that special meetings of
shareholders may be called only by the chairman or by a majority of
the members of the Board of Directors. Shareholders are not
permitted to call a special meeting or to require that the Board of
Directors call a special meeting of shareholders.
Coltec's By-laws establish an advance notice procedure for the
nomination, other than by or at the direction of the Board of
Directors or a committee thereof, of candidates for election as
directors as well as for other shareholder proposals to be
considered at shareholders' meetings. Notice of shareholder
proposals and director nominations must be timely given in writing
to the Secretary of Coltec prior to the meeting at which the
matters are to be acted upon or directors are to be elected. The
notice must contain certain information specified in Coltec's By-
laws.
Limitation of Directors' Liability and Indemnification
The Restated Articles of Incorporation provide for indemnifi-
cation of officers and directors of Coltec to the extent permitted
by Pennsylvania law, which generally permits indemnification for
actions taken by officers or directors as representatives of Coltec
in good faith and in a manner reasonably believed to be in or not
opposed to Coltec's best interests, subject to certain limitations.
In accordance with Pennsylvania law, the Restated Articles of
Incorporation and Coltec's By-laws contain provisions eliminating
the personal liability of directors to Coltec and its shareholders
for monetary damages for breaches of their fiduciary duties, except
for breach of a director's duty to act with statutorily defined due
care and for a breach which constitutes self-dealing, willful
misconduct or recklessness. The applicable provisions of Pennsyl-
vania law pertain only to breaches of duty by directors as
directors and not in any other corporate capacity, including as
officers. As a result of the inclusion of such provisions,
shareholders may be unable to recover monetary damages against
directors for actions taken by them which constitute negligence or
gross negligence or which are in violation of their fiduciary
duties, although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable
remedies are found not to be available to shareholders in any
particular case, shareholders may not have any effective remedy
against the challenged conduct.
Statutory Provisions
On April 27, 1990, the Pennsylvania Business Corporation Law
of 1988 (the "BCL") was amended, among other things, to protect
public companies from hostile takeover attempts. Set forth below
is a summary of significant anti-takeover provisions of the BCL.
Such provisions may delay, defer or prevent a takeover attempt that
a shareholder might consider to be in its best interest. As
indicated, and as permitted by the BCL, Coltec has elected not to
be governed by certain anti-takeover provisions.
Statutory Provisions Applicable to Coltec
Business Combinations (Subchapter 25-F). A public corporation
may not engage in any business combination with a 20% shareholder
for five years following the 20% acquisition unless: (a) the
combination or the purchase of the control shares was approved by
the board of directors before the date that the shareholder became
an interested shareholder or (b)(i) the combination is approved by
the holders of a majority of the shares not controlled by the
interested shareholder at a special meeting held not less than
three months after the shareholder acquired an 80% voting stake,
and the aggregate amount of the offer meets certain fair price
criteria or (ii) by unanimous vote. If the combination was not
previously approved, the 20% shareholder may effect a combination
after the five-year period only if the shareholder receives
approval from a majority of the shares not owned by the acquiror or
the aggregate amount of the offer meets certain fair price
criteria.
Fiduciary Obligations of Directors (Sections 1715 et al.). In
discharging their duties, directors may, in considering the best
interests of the corporation, consider (a) the effects of any
action upon any or all groups affected by such action, including
shareholders, employees, suppliers, customers and creditors of the
corporation, and communities in which the corporation is located,
(b) the short-term and long-term interests of the corporation,
including the possibility that these interests may be best served
by the corporation's continued independence, (c) the resources,
intent and conduct (past, stated and potential) of any person
seeking to acquire control and (d) all other pertinent factors.
Directors need not treat any corporate interest or interests of any
particular group affected by such action (e.g., shareholders) as
the dominant or controlling interest or factor.
Statutory Provisions Inapplicable to Coltec
Control Transactions (Subchapter 25-E). Any person who
acquires the direct or indirect power to control the vote of at
least 20% of the outstanding voting interests in a public corpora-
tion is required to pay any other shareholder who exercises his
rights under the BCL an amount equal to the fair value of the
voting shares held by such shareholder as of the date of the
transaction pursuant to which control of at least 20% voting
interest was obtained.
Control Share Acquisition (Subchapter 25-G). Subject to safe
harbors for certain acquiring persons, shareholder approval is
required before a person who acquires (or seeks to acquire)
ownership or voting power over "control shares" of a public
corporation may vote the control shares. Control shares are
defined in terms of crossing any one of three specified thresholds
of percentage ownership of voting power (20%, 33-1/3% or 50%). The
public corporation has the right to redeem the control shares (at
their market price at the time of redemption) if the acquiror fails
to obtain the approval of the remaining shareholders or fails to
complete the control transaction.
Disgorgement of Profits (Subchapter 25-H). Subject to safe
harbors for certain acquiring persons, disgorgement to the public
corporation is mandated for profits realized by a person or group
that (a) acquires stock from the public corporation itself or from
the shareholders within two years before or 18 months after the
person or group attempts to acquire 20% or more of a public
corporation's voting power, or publicly discloses that it is
seeking to acquire control of the public corporation and (b) then
sells that stock within 18 months after such an attempt or
disclosure.
Severance Pay (Subchapter 25-I). Severance payments must be
made to employees of public corporations who are terminated within
24 months after a control share acquisition approved by sharehold-
ers.
Labor Contracts (Subchapter 25-J). Labor contracts are
preserved after a control share acquisition approved by sharehold-
ers.
DESCRIPTION OF CERTAIN INDEBTEDNESS
The following summary of agreements governing the 1994 Credit
Agreement and certain other outstanding long-term indebtedness of
Coltec does not purport to be complete and is qualified in its
entirety by reference to the various agreements, copies of which
have been filed, or incorporated by reference, as exhibits to
Coltec's Annual Report of Form 10-K for the fiscal year ended
December 31, 1993, which is incorporated by reference in this
Prospectus. Capitalized terms used but not defined herein have the
meanings assigned to them in the various agreements described.
1994 Credit Agreement
Coltec has entered into the 1994 Credit Agreement among
Coltec, the various financial institutions named therein (the
"Lenders"), Credit Lyonnais New York Branch, the Bank of Montreal,
The Industrial Bank of Japan, Limited, New York Branch and The Bank
of Nova Scotia, as Co-Agents thereunder, and Bankers Trust Company,
as Administrative Agent thereunder, pursuant to which the Lenders
have agreed, subject to certain conditions, to provide up to $415
million of financing to Coltec under a revolving loan facility (the
"Revolving Loan Facility") from time to time until June 30, 1999.
The 1994 Credit Agreement also provides for the issuance of letters
of credit in an aggregate amount of up to $100 million under the
Revolving Loan Facility; provided that at no time shall the
aggregate principal amount of loans outstanding, together with the
aggregate face amount of letters of credit issued, under the
Revolving Loan Facility exceed $415 million.
Prepayments and Commitment Reductions
The Revolving Loan Facility is subject to mandatory commitment
reductions and corresponding prepayments of $50 million on each of
January 11, 1997 and January 11, 1998. In addition, the 1994
Credit Agreement requires certain other mandatory commitment
reductions and corresponding prepayments from the net proceeds of
certain sales of assets and certain issuances of debt or equity
securities. The 1994 Credit Agreement also permits voluntary
prepayments and commitment reductions of the Revolving Loan
Facility from time to time.
Interest
Loans under the 1994 Credit Agreement bear interest at an
annual rate equal to, at Coltec's option, (a) the Base Rate (as
described below) or (b) the Eurodollar Rate (as described below)
plus 1.00%; provided that the Eurodollar Rate may be reduced from
time to time based on the achievement of specified ratios of
Coltec's EBIDTA to Interest Expense (as defined in the 1994 Credit
Agreement) and of certain ratings of Coltec's long-term unsecured
indebtedness by Standard & Poor's Rating Group and Moody's
Investors Service, Inc. Interest on Base Rate Loans is payable
quarterly and interest on Eurodollar Rate Loans is payable at the
end of the relevant interest period (but not less often than
quarterly). The default rate of interest for all Loans is equal to
the higher of (a) the Base Rate applicable to such Loans plus 2.25%
per annum and (b) the Eurodollar Rate applicable to such Loans plus
2.00% per annum. The "Base Rate" is the higher of (a) 1/2 of 1% in
excess of the Federal Reserve reported certificate of deposit rate
and (b) the rate that Bankers Trust Company announces as its prime
lending rate, as in effect from time to time. The "Eurodollar
Rate" is the average of the quotations for one, two, three or six-
month London Interbank Offered Rate offered to first class banks in
the New York interbank Eurodollar market by Bankers Trust Company,
adjusted for statutory reserves at all times.
Guarantees
Amounts owed under or in respect of the 1994 Credit Agreement
by Coltec are guaranteed by each of the material domestic subsid-
iaries of Coltec, whether now existing or hereafter acquired or
organized.
Security
All the obligations of Coltec under the 1994 Credit Agreement
and the other loan documents and under the interest rate protection
agreements of Coltec maintained with a Lender, and all the
obligations of the subsidiaries of Coltec guaranteeing the
obligations of Coltec thereunder, are secured by (a) all the common
stock of each current or future material domestic subsidiary of
Coltec and 66% of the common stock of any current or future foreign
subsidiary of Coltec that is owned by Coltec or any of its domestic
subsidiaries; (b) substantially all the inventory, machinery and
equipment, patents, trademarks and other personal property of
Coltec and its material domestic subsidiaries; and (c) certain real
estate and fixtures thereon owned by Coltec and its material
domestic subsidiaries.
Covenants
The 1994 Credit Agreement contains certain customary cove-
nants, including restrictive covenants that, subject to certain
exceptions, impose limitations on the ability of Coltec and its
subsidiaries to, among other things: (a) create or incur addition-
al indebtedness or contingent obligations; (b) create or incur
additional liens; (c) merge with other entities; (d) dispose of a
material portion of their assets or acquire all or substantially
all of the business or assets of other entities; (e) invest in or
make loans to other entities; (f) enter into certain real property
leases, operating leases or sale-leaseback transactions; (g) pay
dividends and redeem or repurchase capital stock; (h) engage in
certain transactions with affiliates; (i) pay, prepay, repurchase
or retire outstanding indebtedness; and (j) amend the terms of
certain indebtedness and other material agreements. The 1994
Credit Agreement also restricts the maximum amount of capital
expenditures that may be made by Coltec and its subsidiaries in any
fiscal year as follows: 1994--$50 million; 1995--$55 million;
1996--$60 million; 1997--$65 million and 1998 and thereafter--$70
million; provided that Coltec and its subsidiaries may use up to
$25 million of any amount permitted to be made and remaining
unutilized from any fiscal year in the immediately succeeding
fiscal year. In addition, the 1994 Credit Agreement includes
financial covenants requiring Coltec to maintain (a) a ratio of
Consolidated Current Assets to Consolidated Current Liabilities (in
each case, as defined in the 1994 Credit Agreement) of at least
1.25 to 1 at all times and (b) an Interest Coverage Ratio (as
defined in the 1994 Credit Agreement) for any four fiscal quarter
period ending on or prior to December 31, 1994 of at least 2.25 to
1 and for any four fiscal quarter period ending thereafter of at
least 2.50 to 1.
Events of Default
The 1994 Credit Agreement contains customary events of
default, including but not limited to: (a) nonpayment of princi-
pal, interest, fees or other amounts when due; (b) violation of
covenants; (c) failure of any representation or warranty to be true
in all material respects when made; (d) cross-default and cross-
acceleration; (e) bankruptcy events; (f) material judgments
rendered against Coltec; (g) violation of certain ERISA provisions;
(h) change of control; and (i) invalidity of any loan document or
security interest created thereunder.
9-3/4% Senior Notes Due 1999 and 9-3/4% Senior Notes Due 2000
The 9-3/4% Senior Notes Due 1999 (the "Senior Notes Due 1999")
were issued under an Indenture dated as of October 26, 1992 (the
"Senior Notes Due 1999 Indenture"), between Coltec and United
States Trust Company of New York, as Trustee. The Senior Notes Due
1999 are unsecured senior obligations of Coltec, mature on November
1, 1999, and bear interest at the rate of 9-3/4% per annum, payable
semiannually on May 1 and November 1 of each year. The 9-3/4%
Senior Notes Due 2000 (the "Senior Notes Due 2000") were issued
under an Indenture dated as of April 1, 1992 (the "Senior Notes Due
2000 Indenture"), between Coltec and United States Trust Company of
New York, as Trustee. The Senior Notes Due 2000 are unsecured
senior obligations of Coltec, mature on April 1, 2000, and bear
interest at the rate of 9-3/4% per annum, payable semiannually on
April 1 and October 1 of each year. Neither the Senior Notes Due
1999 nor the Senior Notes Due 2000 are redeemable prior to
maturity.
The Senior Notes Due 1999 Indenture and the Senior Notes Due
2000 Indenture each contain covenants that (a) limit, under certain
circumstances, the ability of Coltec and certain of its subsidiar-
ies to incur additional indebtedness and contingent obligations,
enter into sale-leaseback transactions or grant liens; (b) limit
the ability of Coltec and certain of its subsidiaries to redeem or
reacquire, prior to any scheduled maturity, repayment or sinking
fund payment, any indebtedness of Coltec that ranks pari passu with
or is subordinate in right of payment to the Senior Notes Due 1999
or Senior Notes Due 2000, as the case may be, which is scheduled to
mature on or after the maturity date of the Senior Notes Due 1999
or Senior Notes Due 2000, as the case may be, or pay dividends or
make other distributions on account of, or reacquire, any shares of
any class of its capital stock; (c) limit the investments which may
be made by Coltec and certain of its subsidiaries; (d) limit the
ability of certain subsidiaries of Coltec to issue capital stock in
certain circumstances; (e) limit the ability of Coltec and certain
of its subsidiaries to engage in transactions with certain of
Coltec's affiliates; (f) limit the ability of Coltec to merge,
consolidate or sell all or substantially all its assets; (g)
prohibit, subject to certain exceptions, Coltec or certain of its
subsidiaries from creating or permitting to exist any consensual
encumbrance or restriction on the ability of such subsidiaries to
pay dividends, repay certain indebtedness owed to Coltec or any
such subsidiary thereof or transfer assets to Coltec or certain of
its subsidiaries; and (h) require that the proceeds of certain
sales of assets be used to make an offer to repurchase the Senior
Notes Due 1999 or Senior Notes Due 2000, as the case may be.
11-1/4% Debentures due 1996-2015
The 11-1/4% Debentures due 1996-2015 (the "Debentures") were
issued under an Indenture dated as of December 1, 1985 between
Coltec and the Bank of New York (as successor to Mellon Bank,
N.A.), as trustee (the "1985 Indenture").
The Debentures are redeemable at Coltec's option, in whole or
in part, from time to time at redemption prices determined by year
of redemption. Coltec may not, however, effect the optional
redemption prior to December 1, 1995, directly or indirectly, from
or in anticipation of borrowed funds having an annual interest cost
of less than 11-1/4%.
The 1985 Indenture contains, among others, covenants that
restrict the incurrence of secured debt and sale-leaseback
transactions by Coltec and certain of its subsidiaries. In
connection with the consummation of the 1992 Recapitalization,
Coltec's obligations under the 1985 Indenture and the Debentures
were secured, and any other indebtedness that Coltec may incur
under the 1985 Indenture will be secured, by certain assets of
Coltec and its subsidiaries equally and ratably, as and to the
extent required by the 1985 Indenture, with Coltec's obligations
under the 1994 Credit Agreement.
10-1/4% Senior Subordinated Notes Due 2002
The 10-1/4% Senior Subordinated Notes Due 2002 (the "Subordi-
nated Notes") were issued under an Indenture dated as of April 1,
1992 (the "Subordinated Note Indenture"), between Coltec and
Norwest Bank Minnesota, National Association, as Trustee. The
Subordinated Notes are unsecured senior subordinated obligations of
Coltec, mature on April 1, 2002, and bear interest at the rate of
10-1/4% per annum, payable semiannually on April 1 and October 1 of
each year. The Subordinated Notes are redeemable, in whole or in
part, at Coltec's option, at any time on or after April 1, 1997, at
specified redemption prices (expressed in percentages of principal
amount), together with accrued interest to the redemption date,
starting at 105.125% of the principal amount and declining
thereafter.
The Subordinated Note Indenture contains covenants that (a)
limit, under certain circumstances, the ability of Coltec and
certain of its subsidiaries to incur additional indebtedness and
contingent obligations or grant liens; (b) limit the ability of
Coltec and certain of its subsidiaries to redeem or reacquire,
prior to any scheduled maturity, repayment of sinking fund payment,
any indebtedness of Coltec that ranks pari passu with or is
subordinated in right of payment to the Subordinated Notes, which
is scheduled to mature on or after the maturity date of the
Subordinated Notes, or pay dividends or make other distributions on
account of, or reacquire, any shares of any class of its capital
stock; (c) limit the investments which may be made by Coltec and
certain of its subsidiaries; (d) prohibit the issuance by Coltec of
any indebtedness that is by its terms senior in right of payment to
the Subordinated Notes and subordinate to any "senior indebtedness"
(as such term is defined in the Subordinated Note Indenture) of
Coltec; (e) limit the ability of Coltec and certain of its
subsidiaries to engage in transactions with certain of Coltec's
affiliates; (f) limit the ability of Coltec to merge, consolidate
or sell all or substantially all its assets; (g) prohibit, subject
to certain exceptions, Coltec or certain of its subsidiaries from
creating or permitting to exist any consensual encumbrance or
restriction on the ability of such subsidiaries to pay dividends,
repay certain indebtedness owed to Coltec or any such subsidiary
thereof or transfer assets to Coltec or certain of its subsidiar-
ies; and (h) require that the proceeds of certain sales of assets
be used to make an offer to repurchase the Subordinated Notes.
The Subordinated Notes are subordinate in right of payment to
all "senior indebtedness" of Coltec, as such term is defined in the
Subordinated Note Indenture. As defined in the Subordinated Note
Indenture, "senior indebtedness" includes, among other things,
indebtedness under the 1994 Credit Agreement, the Senior Notes Due
1999, the Senior Notes Due 2000 and the Debentures.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock being
registered have been passed upon for Coltec by Reed Smith Shaw &
McClay, Pittsburgh, Pennsylvania.
<PAGE>
EXPERTS
The financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the fees and expenses
payable in connection with the Offering, none of which will be
borne by the Selling Stockholder:
SEC Registration fee........................... $ 6,600
Legal fees and expenses........................ 20,000
Accounting fees and expenses................... 10,000
Miscellaneous.................................. 13,400
Total........................................ $50,000
Item 15. Indemnification of Directors and Officers
Reference is made to Sections 1741 and 1742 of the 1988
Business Corporation Law of the Commonwealth of Pennsylvania, which
provide for indemnification of directors and officers in certain
circumstances. In addition, Article VIII of the By-laws of Coltec
provides that, except as prohibited by law, any director, officer
or employee of Coltec is entitled to be indemnified in any action
or proceeding in which he or she may be involved by virtue of
holding such position.
In addition, Coltec maintains a directors' and officers'
liability insurance policy and has entered into indemnification
agreements with each of its executive officers and directors.
Item 16. Exhibits
Exhibit
No. Description
5.1 Opinion of Reed Smith Shaw & McClay
regarding the legality of the secu-
rities being registered.
12.1 Computation of Ratio of Earnings to
Fixed Charges.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Reed Smith Shaw & McClay
(included in their opinion filed as
Exhibit 5.1).
24 Power of attorney (included on the
signature pages to the Registration
Statement).
Item 17. Undertakings
A. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
B. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registra-
tion statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, That paragraphs (1)(i) and (1)(ii) of
this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those para-
graphs is contained in periodic reports filed with or fur-
nished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file
a post-effective amendment to the registration statement to
include any financial statements required by 210.3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that the registrant includes in the prospec-
tus, by means of a post-effective amendment, financial state
ments required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or 210.3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15 of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
(5) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in The City of
New York, State of New York, on the 24th day of October, 1994.
COLTEC INDUSTRIES INC
By: /s/ Anthony J. diBuono
Anthony J. diBuono
Executive Vice President,
Chief Legal Officer and Secretary
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony J. diBuono and Paul G. Schoen, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, or any of them, or their or his or her substitute substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David I. Margolis Director, Chairman of the Board
David I. Margolis and Chief Executive Officer October 24, 1994
/s/ John W. Guffey, Jr. Director October 24, 1994
John W. Guffey, Jr.
/s/ Paul G. Schoen Director, Executive Vice President,
Paul G. Schoen Finance, Treasurer and
Chief Financial Officer October 24, 1994
(Principal Financial and
Accounting Officer)
/s/ Joseph R. Coppola Director October 24, 1994
Joseph R. Coppola
/s/ J. Bradford Mooney, Jr. Director October 24, 1994
J. Bradford Mooney, Jr.
/s/ Joel Moses Director October 24, 1994
Joel Moses
/s/ Richard A. Stuckey Director October 24, 1994
Richard A. Stuckey
EXHIBIT 5.1
Reed Smith Shaw & McClay
435 Sixth Avenue
Pittsburgh, PA 15219-1886
Writer's Direct Dial Number
(412) 288-4204 October 24, 1994
Coltec Industries Inc
430 Park Avenue
New York, New York 10022
Gentlemen:
We have acted as special Pennsylvania counsel to Coltec
Industries Inc, a Pennsylvania corporation (the "Company"), in
connection with the public offering by Mr. David I. Margolis of up
to 1,010,391 shares of Common Stock, par value $.01 per share of
the Company (the "Shares"). This opinion is furnished in
connection with the filing by the Company of a Registration
Statement on Form S-3 relating to the Shares under the Securities
Act of 1933, as amended (the "Registration Statement").
In connection with the opinion expressed below we have
examined the originals or copies otherwise identified to our
satisfaction of such public and corporate certificates, documents
and records, and have examined such questions of law as, in our
judgment, are necessary or appropriate to render the opinions
expressed herein. In our examination of the documents referred to
in the preceding sentence, we have assumed the authenticity of all
such documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of natural persons, the authority of
persons signing in a representative capacity and the conformity to
the originals of such documents submitted to us as copies. In
rendering the opinion expressed below we have assumed that any
previously issued shares reacquired by the Company and thereafter
issued to Mr. Margolis were duly authorized, validly issued and
fully paid at the time of their original issuance.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized and validly
issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to the reference to
us under the caption "Legal Matters" in the Prospectus contained as
part of the Registration Statement.
Very truly yours,
REED SMITH SHAW & McCLAY
EXHIBIT 12.1
COLTEC INDUSTRIES INC AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands)
Proforma Year Ended December 31,
1993 (2) 1993 1992 1991 1990 1989
Earnings from continuing
operations before
extraordinary item. . $90,609 $65,226 $64,683 $2,209 $40,934 $50,030
Add (deduct):
Income taxes:
Federal and foreign. 49,605 36,293 42,577 28,300 33,770 16,777
State and local. . . 5,309 1,877 1,886 1,538 913 (2,303)
Portion of rents
representative
of interest factor (1) 4,078 4,078 4,283 4,268 4,246 3,998
Interest expense. . . 94,589 111,497 137,797 201,954 206,027 214,983
----------------------------------------------------
Earnings from continuing
operations before
extraordinary item,
as adjusted . . . . . $244,190 $218,971 $251,226 $238,269 $285,890 $283,485
======================================================
Fixed charges:
Interest expense. . . $ 94,589 $111,497 $137,797 $201,954 $206,027 $214,983
Capitalized interest. 1,140 1,140 1,196 955 1,015 577
Portion of rents
representative
of interest factor (1). . 4,078 4,078 4,283 4,268 4,246 3,998
Fixed charges. . . . . $ 99,807 $116,715 $143,276 $207,177 $211,288 $219,558
======================================================
Ratio of earnings to
fixed charges . . . . 2.4 1.9 1.8 1.2 1.4 1.3
======================================================
Note:
(1) Estimated to be 1/3 of total rent expense.
(2) Pro forma to: (a) reflect the 1994 Credit Agreement being entered into
at the beginning of 1993 and (2) exclude the restructuring charge of
$25,219,000 recorded in the second quarter of 1993.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 24, 1994 included and incorporated by
reference into Coltec Industries Inc's Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
New York, N.Y.
October 24, 1994
