<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Coltec Industries Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO] COLTEC INDUSTRIES INC
430 PARK AVENUE
NEW YORK, NEW YORK 10022
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS -- APRIL 27, 1995
To the Shareholders of Coltec Industries Inc:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Coltec
Industries Inc ("Coltec") will be held at the Hyatt Regency Rochester, 125 East
Main Street, Rochester, New York, on Thursday, April 27, 1995, at 10:00 a.m.,
local time, for the following purposes and for the transaction of such other
business as may be properly brought before the meeting:
1. Electing a Board of Directors consisting of seven members. [Proposal 1]
2. Ratifying the appointment of Arthur Andersen LLP as the independent
public accountants of Coltec to serve as such at the pleasure of the
Board of Directors. [Proposal 2]
Only holders of record of Common Stock of Coltec at the close of business on
March 13, 1995, are entitled to notice of the meeting and to vote thereat and at
any and all adjournments thereof.
By order of the Board of Directors
Anthony J. diBuono
SECRETARY
March 24, 1995
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD
AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
<PAGE>
[LOGO] COLTEC INDUSTRIES INC
430 PARK AVENUE
NEW YORK, NEW YORK 10022
- --------------------------------------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 27, 1995
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Coltec Industries Inc ("Coltec") of proxies
for use at the Annual Meeting of Shareholders of Coltec to be held on April 27,
1995, and at any adjournments thereof. The approximate date on which this Proxy
Statement and the accompanying form of proxy will first be sent to Coltec's
shareholders is March 28, 1995. Any proxy being solicited herewith may be
revoked at any time prior to its exercise, but the revocation of the proxy shall
not be effective until notice thereof has been given to the Secretary of Coltec.
Appearance in person at the Annual Meeting will not constitute a revocation of
an otherwise valid proxy. In the event that shares are represented by more than
one properly executed proxy, the proxy bearing the most recent date will be
voted at the Annual Meeting.
Each shareholder of record on March 13, 1995 is entitled to vote every share
held in his or her name on the books of Coltec. On March 13, 1995, there were
outstanding 69,917,522 shares of Coltec's Common Stock, par value $.01 per share
(not including 98,862 shares held in treasury and 25,000,000 shares held by a
wholly owned subsidiary) (the "Common Stock"). Coltec's transfer books will not
be closed. Each share which may be voted at the Annual Meeting is entitled to
one vote on all matters to be considered. Votes will be counted and certified by
the Inspector of Election, who is an employee of Chemical Bank, Coltec's
independent Transfer Agent and Registrar. Under Securities and Exchange
Commission rules, boxes and designated blank spaces are provided on the
accompanying form of proxy for shareholders to mark if they wish either to
abstain on Proposal 2 or to withhold authority to vote for one or more nominees
for director. Votes withheld in connection with the election of one or more of
the nominees for director will not be counted as votes cast for such individual.
In accordance with Pennsylvania law, abstentions are not counted in determining
the votes cast in connection with Proposal 2. Under New York Stock Exchange
rules, the election of directors and appointment of independent auditors are
considered "discretionary" items upon which brokerage firms may vote in their
discretion on behalf of their clients if such clients have not furnished voting
instructions within ten days of the shareholders' meeting.
The presence at the meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of stock entitled to vote is the required
quorum for the transaction of business at the meeting.
PROPOSAL 1 -- ELECTION OF DIRECTORS
One purpose of the meeting is to elect seven directors to serve until the
next Annual Meeting or until their successors are elected and qualified. The
seven nominees receiving the greatest number of votes cast by the holders of the
Common Stock entitled to vote at the meeting will be elected directors of Coltec
(assuming a quorum is present). All proxies will be voted in accordance with
instructions contained thereon. If no specific instructions are given, the
persons named as proxies in the accompanying form of proxy will vote for the
seven nominees named by the Board of Directors of Coltec and listed below. In
the event that, by reason of death or other unexpected occurrence, any one or
more of such nominees shall not be available for election, the persons named as
proxies in the form of proxy have advised that they will vote for such
substitute nominees as the Board of Directors of Coltec may propose. A vote FOR
the nominees includes discretionary authority to vote for a substitute nominee
if any of the nominees listed becomes unable or unwilling to serve.
<PAGE>
All nominees are currently directors of Coltec. Mr. Joseph R. Coppola was
elected a director by the Board of Directors in October 1994 when the number of
directors constituting the whole Board of Directors was increased from six to
seven. The persons named below have been nominated by the Board of Directors of
Coltec:
<TABLE>
<CAPTION>
DIRECTOR OF
COLTEC (OR
PREDECESSOR)
NAME, AGE AND BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
- ---------------------------------------------------------------------------------------------------- -------------
<S> <C>
Joseph R. Coppola, 64............................................................................... 1994
Member of the Audit Committee and member of the Stock Option and Compensation Committee of Coltec.
Chairman, Chief Executive Officer and President of Giddings & Lewis, Inc., a machine tool
manufacturing company, since July 1993. From prior to 1990 to July 1993 he was Senior Vice
President, Manufacturing Services of Cooper Industries, Inc., a diversified manufacturing
company. Director of Belden Inc., a manufacturer of electrical wire and cable.
John W. Guffey, Jr., 57............................................................................. 1991
Chairman of the Board, Chief Executive Officer and President of Coltec since February 1995. Member
of the Executive Committee of Coltec. President and Chief Operating Officer of Coltec from May
1991 to January 1995. From prior to 1990 to May 1991 he was the President of the Mechanical
Packing Division of Garlock Inc, a wholly owned subsidiary of Coltec, and served as a Group
President of Coltec. Director of Gleason Corp., a manufacturer of machine tools.
David I. Margolis, 65............................................................................... 1963
Chairman of the Executive Committee of Coltec since October 1994. Chairman of the Board and Chief
Executive Officer of Coltec from prior to 1990 to retirement from Coltec in January 1995.
President of Coltec from prior to 1990 to May 1991. Director of Burlington Industries, Inc., a
manufacturer of textiles.
J. Bradford Mooney, Jr., 64......................................................................... 1992
Chairman of the Audit Committee and member of the Stock Option and Compensation Committee of
Coltec. Rear Admiral, United States Navy (retired). President and Managing Director of Harbor
Branch Oceanographic Institution, Inc. from prior to 1990 to March 1992. Consultant in ocean
engineering and research management since September 1987.
Joel Moses, 53...................................................................................... 1992
Chairman of the Stock Option and Compensation Committee and member of the Executive Committee of
Coltec. Dean, School of Engineering and D.C. Jackson Professor of Computer Science and
Engineering, Massachusetts Institute of Technology, since January 1991. Visiting Professor,
Harvard Graduate School of Business Administration from September 1989 to June 1990. Director of
Analog Devices, Inc., a manufacturer of integrated circuits.
Paul G. Schoen, 50.................................................................................. 1994
Executive Vice President, Finance; Treasurer and Chief Financial Officer of Coltec since January
1994. Senior Vice President, Finance; Treasurer and Chief Financial Officer of Coltec from May
1991 to December 1993. Senior Vice President and Controller of Coltec from January 1991 to May
1991. Vice President - Accounting of Coltec from prior to 1990 to December 1990.
Richard A. Stuckey, 63.............................................................................. 1994
Member of the Audit Committee and member of the Stock Option and Compensation Committee of Coltec.
Chief Economist, E.I. du Pont de Nemours and Company from prior to 1990 to retirement from E.I.
du Pont de Nemours and Company in December 1994. Economic consultant since January 1995.
</TABLE>
2
<PAGE>
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS
The Board of Directors of Coltec held 11 meetings during 1994. The Board of
Directors of Coltec has standing audit, compensation and executive committees
and does not have a nominating committee.
The Audit Committee, which consists of Mr. Mooney (Chairman), Mr. Coppola
and Mr. Stuckey, held two meetings during 1994. Professor Moses was a member of
the Audit Committee until October 12, 1994. This Committee meets with
representatives of Coltec's independent public accountants and meets with
Coltec's internal auditors and representatives of the financial departments to
consider matters relating to the annual audit (including objectives, scope and
fees) and such other matters as such auditors and representatives wish to raise
for consideration. This Committee also reviews with representatives of the
financial departments and internal auditors and representatives of Coltec's
independent public accountants recommendations of any of such auditors to
improve internal accounting procedures and controls. This Committee reports to
the Board of Directors and serves as liaison between the Board of Directors and
Coltec's independent public accountants.
The Stock Option and Compensation Committee (the "Compensation Committee"),
which consists of Professor Moses (Chairman) and Messrs. Coppola, Mooney and
Stuckey, held eight meetings during 1994. This Committee prescribes salaries,
incentive awards and other compensation of the executive officers of Coltec.
This Committee also administers certain of Coltec's compensation plans.
The Executive Committee, which consists of Mr. Margolis (Chairman) and
Messrs. Guffey and Moses, was organized on October 12, 1994 and did not hold any
meetings in 1994. This Committee provides oversight of Board affairs, oversight
of relationships with principal shareholders, long-term strategic planning, and
advice on political and legislative matters.
During 1994, each director attended 75% or more of the aggregate of (i) the
total number of meetings of the Board of Directors and (ii) the total number of
meetings held by all committees on which he served.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information (as of March 1, 1995) with respect to
persons known to Coltec to be the beneficial owners of more than five percent of
the Common Stock. This information is based on statements on Schedules 13D or
13G filed by beneficial owners with the Securities and Exchange Commission and
other information available to Coltec.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS (A)
- -------------------------------------------------- ----------- ------------
<S> <C> <C>
J.P. Morgan & Co. Incorporated.................... 12,929,470 18.5(b)
60 Wall Street
New York, NY 10260
Oppenheimer Group, Inc............................ 8,877,960 12.7(c)
Oppenheimer Tower
World Financial Center
New York, NY 10281
The Equitable Companies Incorporated.............. 8,329,630 11.9(d)
787 Seventh Avenue
New York, NY 10019
The Capital Group Companies, Inc.................. 4,507,240 6.4(e)
333 South Hope Street
Los Angeles, CA 90071
<FN>
- ------------------------
(a) The percentage is calculated on the basis of 69,917,522 shares of Common
Stock outstanding on March 1, 1995.
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
(b) In its Amendment No. 2 to Schedule 13G dated December 30, 1994, J.P. Morgan
& Co. Incorporated reported that it has sole voting power for 8,714,850
shares, shared voting power for 80,650 shares, sole investment power for
12,849,820 shares and shared investment power for 79,650 shares.
(c) In its Amendment No. 3 to Schedule 13G dated February 1, 1995, Oppenheimer
Group, Inc. reported that it has shared voting power and shared investment
power (with certain of its affiliates) with respect to all such shares and
that it had filed such Schedule 13G on its behalf and on behalf of certain
of its affiliates as a parent holding company.
(d) In its Amendment No. 3 to Schedule 13G dated February 10, 1995, The
Equitable Companies Incorporated reported that with respect to the Common
Stock it had sole voting power for 6,031,030 shares, shared voting power
for 237,000 shares, sole investment power for 8,329,430 shares, shared
investment power for 200 shares and that it had filed such Schedule 13G on
its behalf and on behalf of certain of its affiliates as a parent holding
company.
(e) In its Amendment No. 1 to Schedule 13G dated February 8, 1995, The Capital
Group Companies, Inc. reported that certain of its operating subsidiaries
exercised investment discretion over various institutional accounts which
held as of December 31, 1994, 4,507,240 shares of Coltec Common Stock (6.4%
of the outstanding class). CAPITAL GUARDIAN TRUST COMPANY, a bank, and one
of such operating companies, exercised investment discretion over 3,287,240
of said shares. CAPITAL RESEARCH AND MANAGEMENT COMPANY, a registered
investment adviser, and CAPITAL INTERNATIONAL, S.A., another operating
subsidiary, had investment discretion with respect to 1,120,000 and 100,000
shares, respectively, of the above shares.
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
Set forth below is information as of March 1, 1995, concerning ownership of
Common Stock by all directors and nominees, individually, the executive officers
named in the Summary Compensation Table below and all current executive officers
and directors of Coltec as a group:
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS(A)
- -------------------------------------------------- ------------ -----------
<S> <C> <C>
Joseph R. Coppola................................. 1,000 *
Anthony J. diBuono(b)(c).......................... 121,211 *
John W. Guffey, Jr.(b)............................ 203,009 *
David I. Margolis(b).............................. 1,194,041 1.7
J. Bradford Mooney, Jr. .......................... 250 *
Joel Moses........................................ 200 *
Laurence H. Polsky(b)............................. 58,722 *
Paul G. Schoen(b)................................. 79,853 *
Richard A. Stuckey................................ 200 *
All directors and executive officers as a group,
consisting of 12 persons......................... 1,856,810 2.6
<FN>
- ------------------------
* Less than 1%.
(a) The percentages are calculated on the basis of 69,917,522 shares of Common
Stock outstanding on March 1, 1995, plus, for any individual or the group,
that number of shares deemed to be outstanding because the indicated
persons or certain members of the group, respectively, have the right to
acquire beneficial ownership within 60 days.
(b) Messrs. diBuono, Guffey, Polsky and Schoen share certain voting power of
2,584,343 shares (as of January 31, 1995) as trustees of the Coltec
Retirement Savings Plan for Salaried Employees (the "Savings Plan"). They
disclaim beneficial ownership as to such shares. However, as participants
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
in the Savings Plan, they and Mr. Margolis have the following shares of
Common Stock credited to their individual accounts as of January 31, 1995
and such shares are included in the table above: Mr. diBuono, 2,878 shares;
Mr. Guffey, 5,025 shares; Mr. Margolis, 3,650 shares; Mr. Polsky, 1,722
shares; and Mr. Schoen, 5,037 shares.
(c) 50,000 shares of the 121,211 shares of Common Stock are owned by Mr.
diBuono's wife and he disclaims beneficial ownership of such shares.
</TABLE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation of Coltec's Chief Executive Officer and each of the four other most
highly compensated executive officers of Coltec (determined as of December 31,
1994) (hereinafter referred to as the "named executive officers") for the fiscal
years ended December 31, 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
AWARDS
-------------------------- PAYOUTS
ANNUAL COMPENSATION ----------
---------------------------------------- (F) (G)
(E) ---------- -------------- (H) (I)
(A) (C) (D) ------------ RESTRICTED SECURITIES ---------- --------------------
- ------------------------- (B) -------- ---------- OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL ---- SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUT COMPENSATION
POSITION YEAR ($) ($)(1) ($) ($)(2) (#) ($) ($)(3)
- ------------------------- ---- -------- ---------- ------------ ---------- -------------- ---------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David I. Margolis........ 1994 $676,140 $1,082,000 $ -- $ -- -- $ -- $ 40,568
Chairman of the Board and 1993 643,920 1,545,500 -- -- -- -- 120,535
Chief Executive Officer* 1992 599,040 1,717,500 -- 1,426,788 300,000 -- 144,242
John W. Guffey, Jr....... 1994 534,240 855,000 -- -- 115,000 -- 51,421
President and Chief 1993 471,960 1,125,500 -- -- -- -- 113,529
Operating Officer* 1992 410,040 1,166,900 -- 637,200 225,000 -- 97,047
Paul G. Schoen........... 1994 312,720 438,000 -- -- -- -- 32,527
Executive Vice President, 1993 249,540 394,200 -- -- 60,000 -- 46,938
Finance; Treasurer and 1992 236,520 429,000 -- 221,994 80,000 -- 53,693
Chief Financial Officer
Anthony J. diBuono....... 1994 285,000 400,000 -- -- -- -- 26,026
Executive Vice President, 1993 249,540 394,300 -- -- 40,000 -- 40,987
Chief Legal Officer and 1992 236,520 433,850 -- 221,994 80,000 -- 47,436
Secretary**
Laurence H. Polsky....... 1994 285,000 400,000 -- -- -- -- 29,815
Executive Vice President, 1993 249,540 394,200 -- -- 40,000 -- 45,271
Administration*** 1992 177,390 340,700 -- -- 80,000 -- 30,815
<FN>
- ------------------------------
* Mr. Margolis retired in January 1995. Effective February 1, 1995, Mr.
Guffey was elected Chairman of the Board, Chief Executive Officer and
President.
** Mr. diBuono became Chief Legal Officer in May 1994; prior thereto he was
General Counsel.
*** Mr. Polsky's employment with Coltec commenced on April 13, 1992.
(1) Includes the following annual amounts accrued but not paid under the 1977
Long-Term Performance Plan (the "Performance Plan") for each of the named
executive officers: Mr. Margolis, 1993, $465,500; 1992, $577,500; Mr.
Guffey, 1993, $332,500; 1992, $412,500; Mr. Schoen, 1993, $79,800; 1992,
$99,000; Mr. diBuono, 1993, $79,800; 1992, $98,850; and Mr. Polsky, 1993,
$79,800; 1992, $50,700. Effective as of December 31, 1993, the Performance
Plan was terminated with no additional accruals thereafter. Accrued amounts
for periods prior to 1994 will be credited with annual interest from
January 1, 1994 to the date of payment to the named executive officer at
rate of interest (adjusted annually) equal to Coltec's cost of U.S.
borrowings, and will be paid in accordance with the original payment
provisions of the Performance Plan.
(2) The restricted stock owned by each of the named executive officers at
December 31, 1994 and the values thereof based on the closing price of the
Common Stock on December 30, 1994 were as follows: Mr. Margolis, 79,266
shares, $1,357,430; Mr. Guffey, 35,400 shares, $606,225; and Messrs. Schoen
and diBuono, 12,333 shares, $211,203 each. Restrictions on one third of the
number of such shares of restricted stock lapsed on January 2, 1995 and
restrictions on one third of the number of such shares are scheduled to
lapse on January 2, 1996 and 1997. Any dividends payable on the Common
Stock would also be payable on such restricted stock.
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
(3) Pursuant to the Retirement Savings Plan for Salaried Employees, the amounts
credited by Coltec for 1994, 1993 and 1992 for each of the named executive
officers were as follows: Mr. Margolis, 1994, $8,757; 1993, $8,994; 1992,
$8,728; Mr. Guffey, 1994, $8,912; 1993, $8,994; 1992, $8,728; Mr. Schoen,
1994, $9,000; 1993, $8,994; 1992, $8,728; Mr. diBuono, 1994, $8,930; 1993,
$8,994; 1992, $8,728; and Mr. Polsky, 1994, $8,996; 1993, $8,994; 1992,
$2,962, and such amounts are included in the amounts in column (i) above.
Pursuant to the defined contribution portion of the Benefits Equalization
Plan, the amounts credited by Coltec for 1994, 1993 and 1992 for each of
the named executive officers were as follows: Mr. Margolis, 1994, $31,811;
1993, $111,541; 1992, $135,514; Mr. Guffey, 1994, $23,142; 1993, $85,168;
1992, $72,874; Mr. Schoen, 1994, $9,763; 1993, $29,792; 1992, $36,813; Mr.
diBuono, 1994, $8,170; 1993, $30,098; 1992, $36,813; and Mr. Polsky, 1994,
$8,104; 1993, $29,174; 1992, $20,750, and such amounts are included in the
amounts in column (i) above. The costs to Coltec for 1994, 1993 and 1992
for whole life insurance, measured by the excess of premiums paid over the
cash surrender value, pursuant to arrangements wherein Coltec is the sole
owner and beneficiary of the insurance policy with an obligation to make
certain payments to a beneficiary over a 15 year period in the event of a
named executive officer's death while employed, for the named executive
officers were as follows: Mr. Guffey, 1994, $19,367; 1993, $19,367; 1992,
$15,445; Mr. Schoen, 1994, $13,764; 1993, 8,152; 1992, $8,152; Mr. diBuono,
1994, $8,926; 1993, $1,895; 1992, $1,895; and Mr. Polsky, 1994, $12,715;
1993, $7,103; 1992, $7,103, and such amounts are included in the amounts in
column (i) above.
</TABLE>
STOCK OPTIONS
The following table contains information concerning 1994 grants of stock
options under Coltec's 1992 Stock Option and Incentive Plan to the named
executive officers and the potential realizable value of these option grants
based on assumed rates of stock appreciation of 5% and 10% per year over the
10-year term of the options.
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED ANNUAL
- --------------------------------------------------------------------------------------------- RATES OF STOCK
(B) (C) APPRECIATION FOR OPTION
NUMBER OF % OF TOTAL TERM
SECURITIES OPTIONS (D) -------------------------
UNDERLYING GRANTED TO EXERCISE OR
(A) OPTIONS EMPLOYEES IN BASE PRICE (E) (F) (G)
NAME GRANTED(#)(1) 1994 ($/SH) EXPIRATION DATE 5%($) 10%($)
- ------------------------- -------------- -------------- ------------ ----------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
John W. Guffey, Jr....... 115,000 43.4 $16.25 December 14, 2004 $1,175,300 $2,978,500
<FN>
- ------------------------------
(1) The options are nonqualified options exercisable to the extent of 20% of
the total, cumulatively, commencing December 15, 1995 and annually
thereafter until fully exercisable on December 15, 1999. Exercise of an
option may be by cash, negotiable certificates representing whole shares of
Coltec Common Stock (or, subject to the approval of the Compensation
Committee, through withholding of Common Stock which would otherwise have
been received upon exercise of the option) or any combination thereof. The
option agreements contain change-in-control provisions. See "Employment
Contracts and Termination of Employment and Change-In-Control Arrangements"
for additional information.
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table provides information with respect to the named executive
officers concerning the options held as of December 31, 1994 (none of the named
executive officers exercised options during 1994):
AGGREGATED OPTION EXERCISES IN 1994
AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
(C)
(B) -----------------------------
---------------------------
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
(A) DECEMBER 31, 1994 DECEMBER 31, 1994
- ------------------------- --------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
David I. Margolis........ 120,000 180,000 $ 255,000 $382,500
John W. Guffey, Jr....... 90,000 250,000 191,250 387,500
Paul G. Schoen........... 44,000 96,000 68,000 102,000
Anthony J. diBuono....... 40,000 80,000 68,000 102,000
Laurence H. Polsky....... 40,000 80,000 -0- -0-
</TABLE>
6
<PAGE>
LONG-TERM INCENTIVE PLAN
The following table provides information concerning awards of performance
shares made during 1994 to the named executive officers under Coltec's 1994
Long-Term Incentive Plan.
LONG-TERM INCENTIVE PLANS -- AWARDS IN 1994
<TABLE>
<CAPTION>
ESTIMATED FUTURE
PAYOUTS UNDER NON-STOCK
PRICE- BASED PLANS*
(C) -----------------------
(B) -----------------------
(A) ----------- PERFORMANCE OR OTHER (D)
- --------------------------------------------------- NUMBER OF PERIOD UNTIL MATURATION -----------------------
NAME UNITS OR PAYOUT** THRESHOLD
- --------------------------------------------------- ----------- ----------------------- -----------------------
<S> <C> <C> <C>
David I. Margolis.................................. 35,000 December 31, 1996 $ 455,238***
John W. Guffey, Jr................................. 25,000 December 31, 1996 $ 900,000
35,000 December 31, 1997 $ 420,000
Paul G. Schoen..................................... 12,000 December 31, 1996 $ 432,000
12,000 December 31, 1997 $ 144,000
Anthony J. diBuono................................. 10,000 December 31, 1996 $ 360,000
10,000 December 31, 1997 $ 120,000
Laurence H. Polsky................................. 10,000 December 31, 1996 $ 360,000
10,000 December 31, 1997 $ 120,000
<FN>
- ------------------------
* The amounts in column (d) are based on Operating Profit of $600 million.
The minimum and threshold amounts under the plan are the same. The plan
does not provide for a maximum amount of payment.
** December 31, 1996 is the end of the 1994 Performance Cycle and December 31,
1997 is the end of the 1995 Performance Cycle.
*** Mr. Margolis retired on January 31, 1995 and the value of the units is 36%
of the value for the full three year cycle.
</TABLE>
Each of the foregoing awards was made pursuant to the 1994 Long-Term
Incentive Plan. The value of each unit is determined on the basis of Coltec's
cumulative operating profit measured over a three-year performance cycle.
Operating profit for each fiscal year in a performance cycle is generally
defined as the net earnings of Coltec and its consolidated subsidiaries, plus
interest expense and provisions for income taxes, minus interest income and
excluding nonrecurring items, extraordinary items, accounting principle changes
and discontinued operations (as such terms are defined under United States
generally accepted accounting principles).
For the 1994 performance cycle that ends on December 31, 1996, the threshold
target for cumulative operating profit is $600 million and if achieved each unit
will have an award value of $36.00, increasing by $.10 for each $1 million that
cumulative operating profit for the award cycle exceeds $600 million.
For the 1995 performance cycle that ends on December 31, 1997, the threshold
target for cumulative operating profit is $600 million and if achieved each unit
will have an award value of $12.00, increasing by $.0333 for each $1 million
that cumulative operating profit for the award cycle exceeds $600 million.
There is no maximum limit on the award value that may be earned for a unit
and no amounts are payable for a unit if cumulative operating profit for the
performance cycle is less than $600 million. Two-thirds of the award value of
units will generally be paid in cash; and one-third of such award value will be
paid in shares of Coltec Common Stock, subject to vesting in one-third
increments on each of the first through third anniversaries of the end of the
applicable performance cycle.
7
<PAGE>
PENSION PLAN
The following table shows the estimated annual pension benefits payable to a
covered participant at normal retirement age (age 65) on a single life annuity
basis under Coltec's qualified defined benefit plan, as well as nonqualified
supplemental pension plans that provide benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code limitations on qualified
plan benefits, based for the most part on five-year average final compensation
(salary and bonus during the 60 highest-paid consecutive months out of the last
120 months) and years of service with Coltec and its subsidiaries and not
subject to deduction for Social Security or other payments:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
FIVE-YEAR AVERAGE --------------------------------------------------------
ANNUAL COMPENSATION 15 20 25 30 35
- --------------------------- -------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 400,000.................. $ 99,300 $ 132,400 $ 165,400 $ 198,500 $ 231,600
600,000.................. 150,300 200,400 250,400 300,500 350,600
800,000.................. 201,300 268,400 335,400 402,500 469,600
1,000,000................. 252,300 336,400 420,400 504,500 588,600
1,200,000................. 303,300 404,400 505,400 606,500 707,600
1,400,000................. 354,300 472,400 590,400 708,500 826,600
1,600,000................. 405,300 540,400 675,400 810,500 945,600
1,800,000................. 456,300 608,400 760,400 912,500 1,064,600
2,000,000................. 507,300 676,400 845,400 1,014,500 1,183,600
2,200,000................. 558,300 744,400 930,400 1,116,500 1,302,600
2,400,000................. 609,300 812,400 1,015,400 1,218,500 1,421,600
2,600,000................. 660,300 880,400 1,100,400 1,320,500 1,540,600
2,800,000................. 711,300 948,400 1,185,400 1,422,500 1,659,600
3,000,000................. 762,300 1,016,400 1,270,400 1,524,500 1,778,600
3,200,000................. 813,300 1,084,400 1,355,400 1,626,500 1,897,600
</TABLE>
As of December 31, 1994, the five-year average final compensation (average
compensation of credited service for a participant with less than 60 months of
service) and current years of credited service for each of the following persons
were: Mr. Margolis, $2,620,816 and 32 years; Mr. Guffey, $920,951 and 16 years
(including an additional 7 years of credited service as an employee of one of
Coltec's subsidiary corporations); Mr. Schoen, $528,515 and 20 years; Mr.
diBuono, $722,680 and 25 years; and Mr. Polsky, $478,665 and 3 years.
Compensation covered under the pension plans includes amounts reported in
columns (c) and (d) of the Summary Compensation Table. Coltec has agreed to
calculate Mr. Guffey's pension benefits as if his prior credited service with
the subsidiary were provided under the plan (the benefits of which are set forth
in the above table) with payments to be made to him from the qualified plan,
non-qualified plans and from Coltec.
COMPENSATION OF DIRECTORS
Directors who are not also employees of Coltec receive a retainer at the
annual rate of $25,000 ($30,000 if Chairperson of a Committee) and receive
$1,250 per meeting for attendance at meetings of the Board of Directors and its
committees with a maximum of $2,000 for more than one meeting on the same day
($2,500 if Chairperson of one of the meetings). The Board of Directors of Coltec
has established a retirement age policy which provides that a director shall not
be eligible for nomination to the Board of Directors if such person has attained
the age of 70. In connection therewith, the Board of Directors also established
a pension arrangement for directors who are not entitled to a pension from
Coltec or any subsidiary thereof, with payments for life commencing at the later
of retirement or age 70. The annual amount of such payment is calculated on the
basis of the number of years of service as a director and would equal $10,000
for five years of service plus an additional $2,000 for each additional year of
service up to a maximum annual amount of $20,000.
8
<PAGE>
A director may defer payment of any portion of any retainer, committee or
attendance fees in any year, upon advance notice to Coltec, to such time as he
or she may determine. Balances of such deferred compensation accrue additional
compensatory amounts quarterly at the average cost of United States borrowings
of Coltec and its consolidated subsidiaries during the preceding calendar year.
Such borrowing cost in 1993 was 9.36%.
During 1994, the Board of Directors adopted, and the shareholders of Coltec
approved, the 1994 Stock Option Plan for Outside Directors of Coltec Industries
Inc pursuant to which members of the Board of Directors of Coltec who are not
employees of Coltec or its subsidiaries each received an initial grant of an
option to purchase 10,000 shares of Common Stock and will receive subsequent
option grants to purchase 2,000 shares of Common Stock during their service on
the Board of Directors. In June 1994, options to purchase 10,000 shares each
were granted to Messrs. Mooney, Moses and Stuckey at an option exercise price of
$19.35 per share exercisable in five equal annual installments commencing June
21, 1995.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
All currently outstanding agreements granting restricted stock or stock
options to the named executive officers in the Summary Compensation Table above
contain change-in-control provisions. In the case of the restricted stock, in
the event of a change-in-control, all restrictions on assignment, transfer or
other disposition of the restricted stock lapse. In the case of stock options,
in the event of a change-in-control, the options become fully exercisable or, in
the alternative, the named executive officer may surrender all or part of the
option to Coltec during a one-year period after the change-in-control in
exchange for a cash payment for each option surrendered equal to the excess of
the fair market value of the Common Stock on the date of surrender over the
option price. Fair market value for this purpose equals the last sales price of
the Common Stock on the exercise date on the New York Stock Exchange Composite
Tape (or, if no such sale occurred on such date, the last date preceding such
date on which a sale was reported), except that, in the case of a change of
ownership of more than 35% of the outstanding shares of Common Stock, fair
market value means the amount of cash and fair market value of other
consideration tendered for such outstanding shares.
As of July 1, 1991, Coltec entered into employment agreements with Messrs.
Guffey, Schoen and diBuono and, as of April 13, 1992, Coltec entered into an
employment agreement with Mr. Polsky. The agreements for Messrs. Guffey, Polsky
and Schoen expire on July 1, 1996 and Mr. diBuono's agreement expires on October
13, 1995. Compensation payable thereunder is at salary rates not less than those
in effect on July 1, 1991 (April 13, 1992 for Mr. Polsky) and with participation
in incentive and employee benefit plans at the discretion of the Board of
Directors. However, if during the term of the agreement a change-in-control (as
defined in the agreement) occurs, (a) the executive's functions, duties and
responsibilities shall not be subject to change, (b) in the event the executive
in good faith determines that his functions, duties or responsibilities or any
aspect of his employment has been changed adversely, he may elect to serve for a
terminal employment period of two years or, if earlier, until the executive
attains age 65, and (c) the terminal employment period is followed by a
consulting period of two years. During the terminal employment period, the
executive is entitled to salary not less than that in effect prior to this
period and comparable participation in benefits plans. During the consulting
period, the executive is entitled to consulting fees at an annual rate no less
than the annual rate of his salary on July 1, 1991 (April 13, 1992 for Mr.
Polsky) and to participation in all Coltec life and medical insurance programs
or comparable benefits.
The employment agreement with Mr. Polsky provides that at the time he
exercises any of his stock option for 80,000 shares of Coltec stock granted on
April 13, 1992 at an exercise price of $18.25 per share, Coltec will pay him an
amount equal to $3.25 multiplied by the number of shares exercised.
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Stock Option and Compensation Committee are Joel Moses
(Chairman), Joseph R. Coppola, J. Bradford Mooney, Jr. and Richard A. Stuckey.
Donald Patrick Brennan and Howard I. Hoffen were members of the committee during
1994 up to the date they resigned as directors on June 6, 1994. None of the
current members or former members was formerly an officer of Coltec or any of
its subsidiaries. Mr. Brennan was an officer and director and Mr. Hoffen was a
director of Coltec Holdings Inc. ("Holdings") before it became a wholly owned
subsidiary of Coltec in November 1993.
Mr. Brennan is a managing director and Mr. Hoffen is a vice president of
Morgan Stanley & Co. Incorporated and they were directors of Holdings, the owner
of 100% of the outstanding shares of Common Stock from June 1988 to the
recapitalization of Coltec effected in April 1992, which included the public
offering by Coltec of 44,275,000 shares of Common Stock (the "1992
Recapitalization"). At the time of the 1992 Recapitalization, Holdings owned
36.1% of the outstanding shares of Common Stock.
As of November 18, 1993, pursuant to a Reorganization Agreement, Coltec and
Holdings completed a stock-for-stock exchange that resulted in Holdings'
stockholders holding directly shares of Coltec Common Stock and Holdings became
a wholly owned subsidiary of Coltec.
STOCK OPTION AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is charged with establishing and monitoring
Coltec's executive compensation program. The Compensation Committee is of the
opinion that Coltec's total compensation program for executives should be
competitive with the market and that each component should reflect both
individual and Coltec performance. In order to ensure that Coltec's total
compensation program meets these objectives, the Compensation Committee meets
regularly with a recognized expert in executive compensation.
Coltec considers its senior corporate officers, including the named
executive officers listed on the Summary Compensation Table, as a team for
purposes of designing its total compensation program. The Compensation Committee
has implemented this approach by using the same performance criteria to
determine all senior executive incentive compensation awards and basing each
award on the scope of an executive's responsibilities and years of experience in
a given position. Therefore, the discussion below of the determination of Mr.
Margolis' 1994 incentive award is also applicable to the determination of
incentive awards for the other senior corporate officers.
BASE SALARY
Base salaries for senior corporate officers are typically adjusted on an
annual basis within the applicable salary range. The level of an executive's
annual salary adjustment is based on the Compensation Committee's assessment of
the executive's contribution to Coltec's profitability and the median salaries
paid to executives in similar positions at other companies. In determining
competitive salary levels, Coltec relies on published survey data from a number
of recognized surveys covering hundreds of companies including, but not
necessarily limited to, companies included in the Standard & Poor's 500 Index
and/or The Dow Jones Industrial Average.
Mr. Margolis' base salary was increased on January 1, 1994 from $643,920 to
$676,140. The increase reflects the approximate median salary level for other
chief executive officers in companies of similar size, business and complexity
as reported in the published surveys noted above, the experience of Mr.
Margolis, and his contribution to Coltec's strong performance in 1993.
ANNUAL INCENTIVE (BONUS) COMPENSATION
The Annual Incentive Plan (the "Annual Plan") provides for an annual bonus
pool for cash incentive awards for any year equal to 6% of Coltec's operating
profit. No award may be paid in any
10
<PAGE>
year to participating executives unless the operating profit for that year
exceeds $100 million. In addition, awards to either of the two executives with
the highest base salaries at the end of a plan year cannot exceed 20% of the
available bonus pool in any one year.
Annual incentive awards are determined by Coltec's annual performance
compared to its historical performance and the performance of other Fortune 500
manufacturing companies on the basis of return on assets and return on capital.
Target bonus levels for participating executives are based on the same published
survey data used to determine base salaries. The Compensation Committee has
established target bonus levels which are payable for the achievement of
corporate performance regarded by the Compensation Committee as good as that of
other comparable manufacturing companies. If Coltec's actual performance exceeds
the established target performance level, actual incentive compensation can
significantly exceed individual incentive targets. Conversely, if actual
performance does not meet established targets, actual incentive compensation can
be reduced or eliminated, as warranted.
The level of Mr. Margolis' incentive compensation for 1994 was determined by
comparing Coltec's performance with its historical performance and the
performance of two groups of companies during the first nine months of 1994. The
first "traditional" group consists of a peer group of Fortune 500 manufacturing
companies with comparable business and/or organizational structures. The second
"select" peer group consists of Fortune 500 companies which rank in the top
twenty-five percent of Fortune 500 manufacturing companies in terms of return on
assets, return on equity, return on sales, ten-year average growth rate in
earnings per share, and ten-year average total return to shareholders. Many of
the companies from the traditional and select peer groups may be included in the
Standard & Poor's 500 Index and/or The Dow Jones Industrial Average.
Mr. Margolis' incentive compensation reflects Coltec's superior 1994
performance compared with that of both peer groups during the first nine months
of 1994 based on return on assets and return on capital. Coltec's results were
the highest of all traditional peer group companies for return on assets and
return on capital. Among the select peer group, Coltec's results were in
approximately the top quartile for return on assets and in the top 15% percent
for return on capital.
LONG-TERM PERFORMANCE PLANS
The objective of Coltec's long-term compensation program is to measure and
reward senior corporate and divisional executives for the achievement of
longer-term business goals linked to the increase in shareholder value. This
program consists of the 1992 Stock Option and Incentive Plan (the "Option Plan")
and the 1994 Long-Term Incentive Plan (the "1994 Incentive Plan").
The Option Plan provides for grants of stock options at an exercise price
equal to the market price of the Common Stock on the date of grant. This plan
ties awards directly to the growth in shareholder value by linking option
recipient gains to Common Stock price increases above the exercise price.
The 1994 Incentive Plan replaces the 1977 Long-Term Performance Plan. Both
the 1994 Incentive Plan and its predecessor plan were designed to focus Coltec's
senior corporate and divisional executives on certain financial goals deemed
essential for Coltec's long-term profitability and continued increase in
shareholder value, but which may not be directly tied to increases in the market
value of Coltec's Common Stock.
The 1994 Incentive Plan provides for annual grants of performance units
("Units") to senior corporate executives and other senior operations management
employees of Coltec and its subsidiaries who are selected by the Compensation
Committee. Amounts paid under the 1994 Incentive Plan are intended to qualify as
"performance-based" compensation which would be excludable from the $1 million
top executive compensation deduction limit passed by Congress in 1993.
The value of each Unit is determined on the basis of Coltec's cumulative
operating profit measured over a three-year performance cycle. The 1994
Incentive Plan provides that no more than
11
<PAGE>
300,000 Units may be awarded for any performance cycle and that no more than
50,000 Units may be awarded to any participant in a given cycle. For the 1994
performance cycle, Mr. Margolis received 35,000 Units.
For each three-year performance cycle, the threshold level for cumulative
operating profit is $600 million. If that operating profit is achieved, each
Unit will have an award value of $12 and will increase by $.0333 for each $1
million that cumulative operating profit for the award cycle exceeds $600
million, except that for the performance cycle commencing January 1, 1994 only,
awards had a value of $36 at $600 million of cumulative operating profit and
will increase by $.10 for each $1 million of operating profit above the $600
million threshold. The 1994 performance cycle award values were transitional and
were intended to replace the incentive opportunity lost for the years 1994 and
1995 as a result of the replacement of the 1977 Long-Term Performance Plan with
the 1994 Incentive Plan. There is no maximum limit on the award value that can
be earned per Unit. No amounts are payable for a Unit if cumulative operating
profit for a performance cycle is less than $600 million.
Awards are paid two-thirds in cash and one-third in Common Stock that vests
in equal installments over three years. To encourage executive stock ownership,
executives electing to receive an additional part of an earned award in Common
Stock will receive Common Stock with a value which is 15% greater than the
foregone cash award. No more than .5% (1% in 1997) of the issued and outstanding
Common Stock may be awarded under the 1994 Incentive Plan in any year.
Coltec also maintains certain benefit programs in which the executive group
participates. The compensation attributed to the named executive officers for
1994 from these programs is detailed in this proxy statement. (See Column (i)
entitled "All Other Compensation" on the Summary Compensation Table). The
Compensation Committee believes that the level of benefits received by Mr.
Margolis for participation in these programs reflects the levels received by
comparable executives in similar organizations.
During 1993, Congress enacted legislation that could limit the deductibility
of compensation paid to Coltec's named executive officers. This legislation
provides that compensation paid to any one executive in excess of $1 million
will not be deductible unless the compensation falls into certain exemptions or
is paid under a shareholder approved plan and qualifies as "performance-based"
compensation.
The Compensation Committee believes that the annual incentive awards and the
long-term compensation program components of Coltec's executive compensation
program are "performance-based" and that the process by which compensation
levels are determined and payments are made is sound and should be continued. In
1994, shareholders approved amendments to the Annual Plan, the Option Plan, and
adopted the 1994 Incentive Plan. As a result of these shareholder actions, the
Compensation Committee believes that incentive payments made to the named
executive officers under Coltec's incentive compensation plans meet the Internal
Revenue Service requirements for "performance-based" compensation.
Joel Moses, Chairman, Stock Option and Compensation Committee
Joseph R. Coppola, Member
J. Bradford Mooney, Jr., Member
Richard A. Stuckey, Member
12
<PAGE>
PERFORMANCE GRAPH
The following is a line graph presentation comparing Coltec's cumulative
total shareholder return on the Common Stock with the Standard & Poor's 500
Index and The Dow Jones Industrial Average for the period since March 25, 1992,
the date when trading began in connection with the initial public offering on
April 1, 1992 to December 30, 1994 (assuming an investment of $100 in each on
April 1, 1992):
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COLTEC INDUSTRIES DOW JONES INDUSTRIAL S&P 500
<S> <C> <C> <C>
3/24/92 100 100 100
12/31/92 128 104 109
12/31/93 125 121 120
12/31/94 114 127 122
</TABLE>
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, as the auditors of Coltec, to serve at the pleasure of the Board of
Directors for 1995. A member of that firm will be present at the Annual Meeting
with the opportunity to make a statement and respond to appropriate questions by
shareholders.
The shareholders of Coltec are asked to consider and act upon the matter of
ratifying the appointment of Arthur Andersen LLP. Approval of this Proposal 2 by
the shareholders will require the affirmative votes of the holders of a majority
of the shares of Common Stock voting at the meeting (assuming a quorum is
present). The Board of Directors recommends approval of this Proposal 2. All
proxies will be voted in accordance with instructions contained thereon. If no
specific instructions are given, the persons named as proxies in the
accompanying form will vote FOR Proposal 2.
OTHER MATTERS
In addition to the use of the mails, proxies may be solicited, at the
expense of Coltec, by employees and directors of Coltec personally or by
telephone, facsimile transmission, telegram or other means of communication. In
addition, Kissel-Blake Inc. has been retained by Coltec as soliciting agent and
will
13
<PAGE>
be paid a fee of $5,500 by Coltec for this service. Coltec will reimburse
brokerage firms, banks, trustees, nominees and other persons for their
out-of-pocket expenses in forwarding proxy material to beneficial owners of
Common Stock.
As of the date of this Proxy Statement, management has no knowledge of any
business other than that described herein that will be presented for
consideration at the meeting. In the event any other business is presented at
the meeting, it is intended that the persons named in the enclosed proxy will
have authority to vote such proxy in accordance with their judgment on such
business.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 Annual Meeting of
Shareholders must be received by November 30, 1995, by the Secretary of Coltec
(at the address set forth on page one of this Proxy Statement) for inclusion in
the Proxy Statement and form of proxy relating to that meeting.
ANNUAL REPORTS
Coltec's 1994 Annual Report to Shareholders, which contains financial
statements for the year ended December 31, 1994, accompanies this Proxy
Statement. Coltec's Annual Report on Form 10-K for its fiscal year ended
December 31, 1994, will be made available (without exhibits), free of charge, to
interested shareholders upon written request to the Secretary of Coltec (at the
address set forth on page one of this Proxy Statement).
By order of the Board of Directors
John W. Guffey, Jr.
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
New York, New York
March 24, 1995
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD
AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
14
<PAGE>
[LOGO] PRINTED ON RECYCLED PAPER WITH
SOY BASED INKS
<PAGE>
COLTEC INDUSTRIES COLTEC INDUSTRIES INC
430 PARK AVENUE
NEW YORK, NEW YORK
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JOHN W. GUFFEY, JR., and PAUL G. SCHOEN, and
each of them, with full power of substitution, as proxy or proxies to vote all
stock of Coltec Industries Inc owned by the undersigned, with like effect as
if the undersigned were personally present and voting at the annual meeting of
shareholders of Coltec Industries Inc to be held at 10:00 a.m., local time, on
Thursday, April 27,1995, at the Hyatt Regency Rochester, 125 East Main Street,
Rochester, New York, and at any adjournment or adjournments thereof, on the
items of business set forth on the reverse side hereof and on such other
business as may properly come before the meeting and hereby revokes any proxy or
proxies heretofore given.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
See Reverse Side
<PAGE>
Please mark your choices like this /X/
The shares represented by this proxy will be voted as directed by the
shareholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR" the nominees in Proposal 1 and "FOR" Proposal 2.
COMMON
The Board of Directors recommends a vote "FOR" the nominees in Proposal 1 and
"FOR" Proposal 2.
Proposal 1 - Election of the following nominees as Directors:
Joseph R. Coppola Joel Moses
John W. Guffey, Jr. Paul G. Schoen
David I. Margolis Richard A. Stuckey
J. Bradford Mooney, Jr.
FOR ALL NOMINEES STANDING FOR ELECTION. / /
WITHHELD FOR ALL / /
A vote FOR the nominees includes discretionary authority to vote for a
substitute nominee if any of the nominees listed becomes unable or unwilling to
serve.
Withhold for the following only
(Write the name of the nominee(s) in the space below)
- ----------------------------------------------------------
Proposal 2 - Appointment of Independent Public Accountants
FOR / /
AGAINST / /
ABSTAIN / /
Date: , 1995
--------------------------
- -----------------------------------------------------
Signature
- -----------------------------------------------------
Signature
Note: Please sign as name appears above. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title.
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
--------------
Common Stock
The shares to which these instructions relate will be voted as directed. If no
direction is given when the duly executed instructions are returned, the shares
will be voted in the same proportion as instructions are received for shares
credited to the accounts of participants in the Walbar Canada Inc. Employee
Savings and Profit Sharing Plan.
PLEASE MARK YOUR CHOICE LIKE THIS: /X/ IN BLUE OR BLACK INK
The undersigned hereby instructs the Trustees of the Walbar Canada Inc.
Employee Savings and Profit Sharing Plan, to vote all stock of Coltec Industries
Inc credited to my account in the Walbar Canada Inc. Employee Savings and Profit
Sharing Plan at the annual meeting of shareholders of Coltec Industries Inc to
be held at 10:00 a.m., local time, on Thursday, April 27, 1995, at the Hyatt
Regency Rochester, 125 East Main Street, Rochester, New York, and at any
adjournment or adjournments thereof, on the items of business set forth below
and on such other business as may properly come before the meeting.
PROPOSAL 1 - Election of the following nominees as Directors: Joseph R.
Coppola, John W. Guffey, Jr., David I. Margolis, J. Bradford
Mooney, Jr., Joel Moses, Paul G. Schoen and Richard A. Stuckey.
Instructions to vote FOR the nominees includes discretionary authority to vote
for a substitute nominee if any of the nominees listed becomes unable or
unwilling to serve.
FOR ALL NOMINEES STANDING FOR ELECTION / / WITHHELD FOR ALL NOMINEES / /
Withheld for the following only
(write the name of the nominee(s)
in the space below)
----------------------------------
PROPOSAL 2 - Appointment of Independent
Public Accountants
FOR AGAINST ABSTAIN
/ / / / / /
DATE:
-----------------------------
SIGNATURE:
------------------------
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
--------------
Common Stock
The shares to which these instructions relate will be voted as directed. If no
direction is given when the duly executed instructions are returned, the shares
will be voted in the same proportion as instructions are received for shares
credited to the accounts of participants in the Walbar Savings Plan.
PLEASE MARK YOUR CHOICE LIKE THIS: /X/ IN BLUE OR BLACK INK
The undersigned hereby instructs the Trustees of the Walbar Stock Fund of
the Walbar Savings Plan, to vote all stock of Coltec Industries Inc credited to
my account in the Walbar Stock Fund of the Walbar Savings Plan at the annual
meeting of shareholders of Coltec Industries Inc to be held at 10:00 a.m., local
time, on Thursday, April 27, 1995, at the Hyatt Regency Rochester, 125 East Main
Street, Rochester, New York, and at any adjournment or adjournments thereof, on
the items of business set forth below and on such other business as may properly
come before the meeting.
PROPOSAL 1 - Election of the following nominees as Directors: Joseph R.
Coppola, John W. Guffey, Jr., David I. Margolis, J. Bradford
Mooney, Jr., Joel Moses, Paul G. Schoen and Richard A. Stuckey.
Instructions to vote FOR the nominees includes discretionary authority to vote
for a substitute nominee if any of the nominees listed becomes unable or
unwilling to serve.
FOR ALL NOMINEES STANDING FOR ELECTION / / WITHHELD FOR ALL NOMINEES / /
Withheld for the following only
(write the name of the nominee(s)
in the space below)
----------------------------------
PROPOSAL 2 - Appointment of Independent
Public Accountants
FOR AGAINST ABSTAIN
/ / / / / /
DATE:
-----------------------------
SIGNATURE:
------------------------
