June 10, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
On behalf of Coltec Industries Inc, a Pennsylvania corporation (the "Company"),
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and
Rule 13a-11 promulgated thereunder, we are transmitting herewith the Company's
Current Report on Form 8-K, including exhibits thereto, pursuant to the
Electronic Data Gathering Analysis, and Retrieval system.
Very truly yours,
COLTEC INDUSTRIES INC
by Anthony J. diBuono
Executive Vice President, Secretary
and Chief Legal Officer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT of 1934
Date of Report (Date of earliest event reported): June 6, 1994
____________________________
COLTEC INDUSTRIES INC
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 1-7568 13-1846375
_______________________________________________________________________________
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
430 Park Avenue, New York, New York 10022
_______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 940-0400
_________________________
1 of 12
<PAGE>
Item 5. Other Events.
___________________________________________
On June 6, 1994, the Morgan Stanley Leveraged Equity Fund II,
L.P. ("MSLEF II"), the holder of 14,898,000 shares of Coltec
Industries Inc ("Coltec") common stock, par value $.01 per share,
and Colt Equity Investors, L.P. ("Colt Equity"), the holder of
1,641,263 shares of Coltec common stock, 21.3% and 2.4%,
respectively, of the outstanding shares of Coltec common stock,
informed Coltec that all such shares had been distributed in kind
to their respective partners.
After the distribution, partners holding more than 5% of the
outstanding Coltec common stock are: Morgan Stanley Group Inc.,
First Plaza Group Trust and Leeway & Co. with 6.1 million shares,
5.8 million shares and 3.8 million shares, respectively,
constituting 8.8%, 8.3% and 5.5%, respectively, of the outstanding
Coltec common stock.
MSLEF II's representatives also informed Coltec that in
connection with the MSLEF II distribution, Messrs. Donald P.
Brennan, Frank V. Sica and Howard I. Hoffen have resigned as
Directors of Coltec effective immediately and will not stand for
reelection at Coltec's June 21, 1994 annual meeting of
shareholders. The number of Directors to be elected at Coltec's
annual meeting has been reduced to six.
Item 7(c). Exhibits
___________________
99.1 Press release, dated June 6, 1994.
99.2 Amendment to the Registration and Management Rights Agreement dated
as of October 13, 1993.
99.3 Amendment to the Stockholders Agreement dated as of October 13,
1993.
2 of 12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
COLTEC INDUSTRIES INC
By: Anthony J. diBuono
Title: Executive Vice President,
Secretary and Chief Legal Officer
Dated: June 10, 1994
3 of 12
<PAGE>
Exhibit Index
_____________
Exhibit Page
Number Description Number
_______ ____________________________ ______
99.1 Press release, dated
June 6, 1994 5
99.2 Amendment to the Registration
and Management Rights Agreement
dated as of October 13, 1993 6
99.3 Amendment to the Stockholders
Agreement dated as of October 13,
1993 11
4 of 12
<PAGE>
EXHIBIT 99.1
C:29 FOR IMMEDIATE RELEASE
6/6/94 CONTACT: Michael Dunn
(212) 940-0523
COLTEC ANNOUNCES FUND DISTRIBUTION
NEW YORK, NY, June 6, 1994 -- Coltec Industries Inc (NYSE:COT) announced today
that all shares of Coltec common stock held by The Morgan Stanley Leveraged
Equity Fund II, L.P. (MSLEF II) and an affiliated partnership have been
distributed in kind to their respective partners.
Prior to the distribution, the partnerships held 16,539,263 shares of Coltec
Common Stock constituting 23.8% of the outstanding common stock. After the
distribution, partners holding more than 5% of the outstanding Coltec common
stock are: Morgan Stanley Group Inc., First Plaza Group Trust and Leeway & Co.
with 6.1 million shares, 5.8 million shares and 3.8 million shares,
respectively, constituting 8.8%, 8.3% and 5.5%, respectively, of the
outstanding common stock. Such amounts include shares received in the
distribution and other shares held directly prior to the distribution.
MSLEF II's representatives also informed the Company that in connection with
the MSLEF II distribution, Messrs. Donald P. Brennan, Frank V. Sica and Howard
I. Hoffen have resigned as Directors of the Company effective immediately and
will not stand for reelection at Coltec's June 21, 1994 annual meeting of
shareholders. Coltec said that the number of directors to be elected at its
annual meeting has been reduced to six.
Coltec Industries, based in New York, is a manufacturing company serving
aerospace, automotive and other industrial markets.
# # #
5 of 12
<PAGE>
Exhibit 99.2
Coltec Industries Inc
430 Park Avenue
New York, New York 10022
June 6, 1994
To: The parties signatory hereto
Coltec Industries Inc
Dear Sirs:
Reference is made to the Registration and Management Rights Agreement
dated as of October 13, 1993 (the "Registration Rights Agreement") by and among
Coltec Industries Inc, a Pennsylvania corporation ("Coltec"), Morgan Stanley &
Co. Incorporated, Morgan Stanley Group Inc. ("Morgan Stanley Group"), The
Morgan Stanley Leveraged Equity Fund II, L.P., Colt Equity Investors, L.P.
("Colt L.P."), First Plaza Group Trust ("First Plaza"), Leeway & Co.
("Leeway"), and the Individual Shareholders. All terms used but not defined
herein shall have the meanings assigned to them in the Registration Rights
Agreement.
Reference is also made to the distribution in kind by MSLEF of
14,898,000 shares of Common Stock, par value $.01 per share ("Common Stock"),
of Coltec to the partners of MSLEF, including, without limitation, 3,322,574
shares to wholly owned subsidiaries of Morgan Stanley Group, 3,960,663 shares
to First Plaza, and 1,980,332 shares to Leeway, and to the distribution in kind
by Colt L.P. of 1,641,263 shares of Common Stock to the partners of Colt L.P.,
including, without limitation, 272,621 shares to Morgan Stanley Group and a
wholly owned subsidiary of Morgan Stanley Group, 155,962 shares to First Plaza
and 155,962 shares to Leeway (such distributions in kind are referred to
herein, collectively, as the "Distribution").
The parties hereto agree that the Registration Rights Agreement is
amended as follows:
(a) the name of the Registration Rights Agreement is
changed to Registration Rights Agreement;
(b) Articles II, III and V and Section 4.1(a) are
deleted;
(c) the definition of the term "Shareholders" is
amended in its entirety to read as follows:
6 of 12
<PAGE>
2
"'Shareholders' means Morgan Stanley Group,
Morgan Stanley Leveraged Equity Fund II, Inc., Morgan
Stanley Leveraged Equity Holdings, Inc., Morgan
Stanley Equity Investors Inc., First Plaza, Leeway and
the Individual Shareholders";
(d) The phrase "Upon the written request of the
Holders" at the beginning of Section 4.1(b) is amended to
read "Upon the written request received by the Company
prior to June 6, 1996, of the Holders";
(e) Section 4.1(d) is amended in its entirety to read
as follows:
"(d) Expenses. The Holders (other than Individual
Shareholders) of Registrable Securities included in any
registration that is requested pursuant to Section 4.1 and
becomes effective will pay (on a pro rata basis as among
such Holders based on the number of Registrable Securities
of such Holders included in such registration) a portion of
all Registration Expenses in connection with such
registration equal to the Applicable Percentage (as defined
below) times a fraction, the numerator of which shall be the
total number of Registrable Securities of such Holders
included in such registration and the denominator of which
shall be the total number of Registrable Securities of all
Holders included in such registration. "Applicable
Percentage" means 62.4%, with respect to any registration
requested pursuant to Section 4.1 prior to June 6, 1995, and
100%, with respect to any registration requested pursuant to
Section 4.1 thereafter. The Company shall pay all
Registration Expenses in connection with any such
registration, other than the portion of the Registration
Expenses required to be paid by the Holders as set forth
above. In connection with a registration that shall not
have become effective due to a revocation by the Holders
requesting such registration under this Section 4.1, the
obligation to pay the Registration Expenses in connection
with such revoked registration shall be due and payable (on
a pro rata basis) by the Holders who initially requested and
revoked such registration. Each Holder shall pay all
underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to a registration statement
requested pursuant to this Section 4.1."
7 of 12
<PAGE>
3
Each of Morgan Stanley Leveraged Equity Fund II, Inc., Morgan Stanley
Leveraged Equity Holdings, Inc. and Morgan Stanley Equity Investors Inc. agrees
to be bound by the Registration Rights Agreement, as amended hereby, to the
same extent and in the same manner as MSLEF shall have heretofore been bound.
Very truly yours,
COLTEC INDUSTRIES INC
By: ________________________
Name:
Title:
Accepted and agreed as of the
date first above written:
THE MORGAN STANLEY
LEVERAGED EQUITY FUND II, L.P.
By Morgan Stanley Leveraged Equity
Fund II, Inc., as General Partner
By: ___________________________
Name:
Title:
COLT EQUITY INVESTORS, L.P.
By Morgan Stanley Equity Investors
Inc., as General Partner
By: ___________________________
Name:
Title:
8 of 12
<PAGE>
4
MORGAN STANLEY GROUP INC.
By: ___________________________
Name:
Title:
MORGAN STANLEY EQUITY
INVESTORS INC.
By: ___________________________
Name:
Title:
1221 Avenue of the Americas
New York, New York 10020
MORGAN STANLEY LEVERAGED
EQUITY FUND II, INC.
By: ___________________________
Name:
Title:
1221 Avenue of the Americas
New York, New York 10020
MORGAN STANLEY LEVERAGED
EQUITY HOLDINGS, INC.
By: ___________________________
Name:
Title:
1221 Avenue of the Americas
New York, New York 10020
9 of 12
<PAGE>
5
MELLON BANK, N.A., as trustee for
First Plaza Group Trust (as directed
by General Motors Investment
Management Corporation)
By: ___________________________
Name:
Title:
LEEWAY & CO.
By State Street Bank & Trust Company,
a partner
By: ___________________________
Name:
Title:
10 of 12
<PAGE>
Exhibit 99.3
The Morgan Stanley Leveraged Equity Fund II, L.P.
1221 Avenue of the Americas
New York, New York 10020
June 6, 1994
To: The parties signatory hereto
Coltec Industries Inc
_____________________
Dear Sirs:
Reference is made to the Stockholders Agreement dated as of October
13, 1993 (the "Stockholders Agreement") among The Morgan Stanley Leveraged
Equity Fund II, L.P., Morgan Stanley Group Inc., Colt Equity Investors, L.P.,
First Plaza Group Trust, Leeway & Co., and the management investors listed on
the signature pages thereof. The parties hereto agree that the Stockholders
Agreement is terminated as of the date hereof.
Very truly yours,
THE MORGAN STANLEY
LEVERAGED EQUITY FUND II, L.P.
By Morgan Stanley Leveraged Equity
Fund II, Inc., as General Partner
By: ____________________________
Name:
Title:
11 of 12
<PAGE>
2
Accepted and agreed as of the
date first above written:
COLT EQUITY INVESTORS, L.P.
By Morgan Stanley Equity Investors
Inc., as General Partner
By: ___________________________
Name:
Title:
MORGAN STANLEY GROUP INC.
By: ___________________________
Name:
Title:
MELLON BANK, N.A., as trustee for
First Plaza Group Trust (as directed
by General Motors Investment
Management Corporation)
By: ___________________________
Name:
Title:
LEEWAY & CO.
By State Street Bank & Trust Company,
a partner
By: ___________________________
Name:
Title:
_______________________________
David I. Margolis
12 of 12
<PAGE>
