UNITED STATES
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): November 20, 1996
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.)
3 Colisuem Centre, 2550 West Tyvola Road, Charlotte, North Carolina 28217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 423-7000
<PAGE>
Item 5. Other Events.
On November 20, 1996, the Registrant issued a press release
announcing that it has commenced a tender offer and consent
solicitation to redeem its 9 3/4% Senior Notes due November
1, 1999, 9 3/4% Senior Notes due April 1, 2000 and 10 1/4%
Senior Subordinated Notes due April 1, 2002. A copy of the
Registrant's press release is attached hereto as an exhibit
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99. Press release, dated November 20, 1996,
announcing Coltec Industries Inc tender offer
and consent solicitation for its 9 3/4% Senior
Notes due November 1, 1999, 9 3/4% Senior Notes
due April 1, 2000 and 10 1/4% Senior
Subordinated Notes due April 1, 2002.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Coltec Industries Inc
Registrant
/s/ Robert J. Tubbs
Date: November 26, 1996 By: Name: Robert J. Tubbs
Title: Senior Vice President
<PAGE>
Exhibit 99
COLTEC INDUSTRIES INC COMMENCES TENDER OFFER AND CONSENT
SOLICITATION FOR 9 3/4% SENIOR NOTES DUE NOVEMBER 1, 1999,
9 3/4% SENIOR NOTES DUE APRIL 1, 2000 AND 10 1/4% SENIOR
SUBORDINATED NOTES DUE APRIL 1, 2002
Charlotte, NC, November 20, 1996 - Coltec Industries Inc
(NYSE:COT) today announced that it has commenced a tender
offer and consent solicitation for its 9 3/4% Senior Notes due
1999, 9 3/4% Senior Notes due 2000 and 10 3/4% Senior
Subordinated Notes due 2002. A table detailing pertinent
issues regarding the offers is attached.
The tender offer for each of the debt securities is priced
using the applicable fixed spread over the yield on the
applicable U.S. Treasury Note indicated on the attached
table as of 2:00 p.m., New York City time, on December 16,
1996, less the applicable consent payment per $1,000
principal amount. In conjunction with the tender offer,
Coltec is soliciting consents to effect certain proposed
amendments to the indentures under which the debt securities
were issued, including the elimination of substantially all
of the restrictive covenants contained in the respective
indentures. The applicable consent payment per $1,000
principal amount will be paid on validly delivered consents
in accordance with the offer.
Holders of outstanding debt securities who validly tender
their debt securities at or prior to 12:00 midnight, New
York City time, on the applicable consent date and who do
not thereafter withdraw such tender will receive the total
consideration, equal to the tender offer consideration plus
the applicable consent payment as indicated.
Holders who validly tender their debt securities at or prior
to 12:00 midnight, New York City time, on the applicable
consent date and who thereafter withdraw such tender at or
prior to 12:00 midnight, New York City time, on the
expiration date of the tender offer will receive only the
consent payment.
Holders who validly tender (and do not withdraw) their debt
securities after 12:00 midnight, New York City time, on the
applicable consent date and at or prior to 12:00 midnight,
New York City time, on the expiration date of the tender
offer will receive only the tender offer consideration
determined as indicated above, but not the consent payment.
<PAGE>
The offer and consent solicitation is conditioned, among
other things, on Coltec's having received consents to the
applicable proposed amendments from holders representing a
majority in principal amount of the two series of senior
debt securities outstanding and having entered into the
supplemental indentures, as well as Coltec's having obtained
the financing for the tender offer and the consent
solicitation. In addition, the consent payment for the
senior subordinated debt securities of Coltec will not
become payable unless Coltec has received consents to the
applicable proposed amendments from holders representing a
majority in principal amount of the senior subordinated debt
securities outstanding and has entered into the supplemental
indenture containing the proposed amendments to the related
senior subordinated indenture.
To receive the applicable consent payment, holders must
provide their consents to the proposed amendments by the
applicable consent date, which will be one business day
following the public announcement (by press release) of the
occurrence of the applicable consent achievement date which,
in the case of the two series of senior debt securities and
of the senior subordinated debt securities, respectively, is
the later of December 4, 1996, if on such date Coltec has
received duly executed and unrevoked consents to the
proposed amendments from holders representing a majority in
principal amount of each series of senior debt securities or
the senior subordinated debt securities, as the case may be,
outstanding, or the first date thereafter that Coltec has
received such number of consents.
The tender offer expires at 12:00 midnight, New York City
time, on December 18, 1996, unless extended.
Lehman Brothers Inc. and NationsBanc Capital Markets, Inc.
are dealer managers for the tender offer and consent
solicitation, and D.F. King & Co., Inc. is the information
agent.
Coltec Industries is a diversified manufacturing company
serving primarily aerospace and general industrial markets.
<PAGE>
<TABLE>
<CAPTION>
Fixed
Note/ Outstanding Spread Reference Relevant
Cusip Principal Reference Per note (Basis Treasury Bloomberg Consent
Number Amount Date Amount Points) Security Page Payment
<S> <C> <C> <C> <C> <C> <C> <C>
9 3/4% $148,000,000 11/1/1999 $1,000.00 100 7 1/2% U.S PX5 $10.00
Senior Treasury
Notes due Note due
1999 October 31,
Cusip No. 1999
196879 AD 2
9 3/4% $190,750,000 4/1/2000 $1,000.00 100 6 7/8% U.S. PX5 $10.00
Senior Treasury
Notes due Note due
2000 March 31,
Cusip No. 2000
196879 AA8
10 1/4% $218,080,000 4/1/1997 $1,051.25 50 6 5/8% U.S. PX3 $1.00
Senior Treasury
Subordinated Note due
Notes due March 31,
2002 1997
Cusip No.
196879 AB 6
</TABLE>
