Registration No. 333-___________
As filed with the Securities and Exchange Commission
on May 22, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________
COLTEC INDUSTRIES INC
Pennsylvania 13-1846375
(State or jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
(Address of principal executive offices)
___________________________________________
1997 RESTRICTED STOCK PLAN
FOR OUTSIDE DIRECTORS
(Full title of the plan)
___________________________________________
Robert J. Tubbs
Executive Vice President, Secretary and General Counsel
Coltec Industries Inc
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, NC 28217
(Name and address of agent for service)
704-423-7000
(Telephone number of agent for service)
Copies of communications to:
Vincent C. Deluzio, Esquire
Buchanan Ingersoll Professional Corporation
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-8947
___________________________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities To Be to Be Maximum Maximum Registrat
Registered Register Offering Aggregate ion Fee
ed Price Offering
Per Price
Share
Capital Stock (par 25,000 (1) (1) $142
value $.01 per
share)
(1) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(h). Such price, which
is the average of the high and low prices for the Common
Stock on the New York Stock Exchange, as reported in The
Wall Street Journal, on May 20 1997, has been determined in
accordance with Rule 457(c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Coltec Industries
Inc 1997 Restricted Stock Plan for Outside Directors (the
"Plan"). Coltec Industries Inc (the "Corporation" or the
"Registrant") is incorporated in the Commonwealth of
Pennsylvania.
Item 3. Incorporation of Documents by Reference
The Corporation hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c)
below. The Corporation also incorporates by reference, from the
date of filing of such documents, all documents subsequently
filed by it pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Securities Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold:
(a) The latest annual report of the Corporation filed
pursuant to Section 13(a) or 15(d) under the Securities Exchange
Act.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a) above; and
(c) The description of the Common Stock of the Corporation
contained in the Corporation's registration statement filed under
Section 12 of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article Seventh of the Corporation's Amended and Restated
Articles of Incorporation provides for indemnification of
officers and directors of the Corporation to the extent permitted
by Pennsylvania law, which generally permits indemnification for
actions taken by officers or directors as representatives of the
Corporation in good faith and in a manner reasonably believed to
be in the Corporation's best interests, subject to certain
limitations.
In accordance with Pennsylvania law, the Corporation's
Amended and Restated Articles of Incorporation and By-laws
contain provisions eliminating the personal liability of
directors to the Corporation 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 Pennsylvania law
<PAGE>
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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
a) The undersigned Registrant hereby undertakes:
1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement.
2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act)
that is incorporated by reference in this 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6 of this Registration Statement, 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Charlotte, State of North Carolina, on the 22nd day
of May 1997.
COLTEC INDUSTRIES INC
By: /s/ David D. Harrison
David D. Harrison, Executive
Vice President and Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John W. Guffey,
Jr., Robert J. Tubbs and David D. Harrison, 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 or 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 by the following
persons in the capacities noted on May 22, 1997.
Name and Title Name and Title
/s/ William H. Grigg /s/ David I. Margolis
William H. Grigg David I. Margolis
Director Director
/s/ John W. Guffey, Jr. /s/ Joel Moses
John W. Guffey, Jr. Joel Moses
Director, Chairman of the Director
Board,
Chief Executive Officer and
President
/s/ David D. Harrison /s/ Richard A. Stuckey
David D. Harrison Richard A. Stuckey
Director, Executive Vice Director
President
and Chief Financial Officer
(Principal
Financial and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
4.01 Credit Agreement, dated as of March 24, 1992 (the
"Credit Agreement") among Coltec Industries, Inc
("Coltec") and the financial institutions party
thereto, Bankers Trust Company, Manufacturers Hanover
Trust Company, Barclays Bank PLC, New York Branch and
Credit Lyonnais New York Branch, as Agents, and
Bankers Trust Company, as Administrative Agent, filed
as Exhibit 4.13 to Coltec Holdings Inc.'s Annual
Report on Form 10-K for the year ended December 31,
1991 and incorporated herein by reference.
4.02 First Amendment, dated as of April 1, 1992, to the
Credit Agreement, dated as of March 24, 1992, filed
as Exhibit 3 to Coltec's Current Report on Form 8-K,
dated April 1, 1992 and incorporated herein by
reference.
4.03 Second Amendment, dated as of April 8, 1992, to the
Credit Agreement, filed as Exhibit 4.7 to Coltec's
Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by
reference.
4.04 Third Amendment and Waiver, dated as of September 3,
1992, to the Credit Agreement, filed as Exhibit 4.8
to Coltec's Annual Report on Form 10-K for the year
ended December 31, 1993, and incorporated herein by
reference.
4.05 Fourth Amendment and Consent, dated as of September
25, 1992, to the Credit Agreement, filed as Exhibit
4.9 to Coltec's Annual Report on Form 10-K for the
year ended December 31, 1993 and incorporated herein
by reference.
4.06 Fifth Amendment, dated as of May 26, 1993, to the
Credit Agreement, filed as Exhibit 4.10 to Coltec's
Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by
reference.
4.07 Sixth Waiver, dated as of August 3, 1993, to the
Credit Agreement, filed as Exhibit 4.11 to Coltec's
Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by
reference.
4.08 Seventh Consent, dated as of October 27, 1993, to the
Credit Agreement, filed as Exhibit 4.12 to Coltec's
Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by
reference.
4.09 Eighth Waiver, dated as of December 23, 1993, to the
Credit Agreement, filed as Exhibit 4.12 to Coltec's
Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by
reference.
<PAGE>
4.10 Credit Agreement among Coltec, Various Banks, The Co-
Agents and Bankers Trust Company, as Administrative
Agent dated as of March 24, 1992 and Amended and
Restated as of January 11, 1994 (the "Amended Credit
Agreement"), filed as Exhibit 4.14 to Coltec's Annual
Report on Form 10-K for the year ended December 31,
1993 and incorporated herein by reference.
4.11 First Waiver, dated as of December 15, 1994, to the
Amended Credit Agreement, filed as Exhibit 4.15 to
Coltec's Annual Report on Form 10-K for the year
ended December 31, 1994 and incorporated herein by
reference.
4.12 First Amendment, dated as of October 11, 1995, to the
Amended Credit Agreement, filed as Exhibit 4.1 to
Coltec's Current Report on Form 8-K, dated July 1,
1996 and incorporated herein by reference.
4.13 Second Waiver, dated as of June 5, 1995, to the
Amended Credit Agreement, filed as Exhibit 4.16 to
Coltec's Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated herein by
reference.
4.14 Second Amendment, dated as of November 17, 1995, to
the Amended Credit Agreement, filed as of Exhibit
4.17 to Coltec's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein
by reference.
4.15 Third Amendment, dated as of May 14, 1996, to the
Amended Credit Agreement, filed as Exhibit 4.2 to
Coltec's Current Report on Form 8-K, dated July 1,
1996 and incorporated herein by reference.
4.16 Fourth Amendment, dated as of June 6, 1996, to the
Amended Credit Agreement, filed as Exhibit 4.3 to
Coltec's Current Report on Form 8-K, dated July 1,
1996 and incorporated herein by reference.
4.17 Form of Indenture, dated as of October 26, 1992,
between Coltec and United States Trust Company of New
York, as Trustee, relating to Coltec's 9-3/4% Senior
Notes Due 1999 (including the form of 9-3/4% Senior
Note Due 1999), filed as Exhibit 4.1 to Coltec's
Registration Statement on Form S-3 (No. 33-52414) and
incorporated herein by reference.
4.18 Indenture, dated as of April 1, 1992, between Coltec
and United States Trust Company of New York, as
Trustee, relating to Coltec's 9-3/4% Senior Notes Due
2000 (including the form of 9-3/4% Senior Note Due
2000), filed as Exhibit 4 to Coltec's Current Report
on Form 8-K, dated April 1, 1992 and incorporated
herein by reference.
<PAGE>
4.19 Credit Agreement among Coltec, Various Banks, Bankers
Trust Company, as Administrative Agent, and Bank of
America Illinois, as Documentation Agent, and The
Chase Manhattan Bank, as Syndication Agent, dated as
of March 24, 1992 and Amended and Restated as of
January 11, 1994 and further Amended and Restated as
of December 18, 1996, filed as Exhibit 4.20 to
Coltec's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by
reference.
5.01 Opinion of Buchanan Ingersoll Professional
Corporation as to the legality of the securities
being registered is filed herewith.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Buchanan Ingersoll Professional
Corporation is contained in the opinion filed as
Exhibit 5.01 herewith.
24.01 Powers of Attorney included as part of the signature
page hereof.
<PAGE>
EXHIBIT NO. 5.01
Opinion of Buchanan Ingersoll Professional Corporation
May 22, 1997
Board of Directors
Coltec Industries Inc
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, NC 28217
Gentlemen:
We have acted as counsel to Coltec Industries Inc, a
Pennsylvania corporation (the "Corporation"), in connection
with the proposed issuance by the Corporation of up to
25,000 shares of the Corporation's common stock (the "Common
Stock"), pursuant to the terms of the 1997 Restricted Stock
Plan for Outside Directors (the "Plan").
In connection with such proposed issuance, we have
examined the Plan, the Certificate of Incorporation of the
Corporation, as amended and restated, the By-laws of the
Corporation, as amended and restated, the relevant corporate
proceedings of the Corporation, the Registration Statement
on Form S-8 covering the issuance of the shares, and such
other documents, records, certificates of public officials,
statutes and decisions as we consider necessary to express
the opinions contained herein. In the examination of such
documents, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as
originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic
copies.
Based on the foregoing, we are of the opinion that when
the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission
and when the Common Stock has been duly issued and delivered
pursuant to the terms of the Plan, such shares of Common
Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By:/s/ James J. Barnes
<PAGE>
EXHIBIT NO. 23.01
Independent Accountants' Consent
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of
our report dated January 31, 1997 included and incorporated
by reference into Coltec Industries Inc's Form 10-K for the
year ended December 31, 1996, and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Charlotte, North Carolina
May 22, 1997
