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): December 19, 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 Coliseum 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
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Item 5. Other Events.
On December 19, 1996, the Registrant issued a press release
announcing that it had successfully concluded the tender offer
and consent solicitation relating to its outstanding 9 3/4%
Senior Notes due 1999, its 9 3/4% Senior Notes due 2000 and its
10 1/4% Senior Subordinated Notes due 2002 and will accept all
validly tendered debt securities for payment pursuant to the
Offer. The tender offer expired at 12:00 midnight, New Your
City time, on December 18, 1996. The Payment Date will be
December 19, 1996.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99. Press release, dated December 19, 1996,
announcing Coltec Industries Inc has successfully
concluded the tender offer and consent
solicitation relating to its outstanding 9 3/4%
Senior Notes due 1999, its 9 3/4% Senior Notes
due 2000 and its 10 1/4% Senior Subordinated Notes due 2002 and
will accept all validly tendered debt securities
for payment pursuant to the Offer. The tender
offer expired at 12:00 midnight, New Your City
time, on December 18, 1996. The Payment Date
will be December 19, 1996.
<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: January 3, 1996 By: Name: Robert J. Tubbs
Title: Senior Vice President
<PAGE>
Exhibit 99
COLTEC CONCLUDES TENDER OFFER
Charlotte, NC, December 19, 1996 -- Coltec Industries Inc has
successfully concluded the tender offer and consent solicitation
relating to its outstanding 9 3/4% Senior Notes due 1999, its 9 3/4%
Senior Notes due 2000 and its 10 1/4% Senior Subordinated Notes
due 2002 and will accept all validly tendered debt securities
for payment pursuant to the Offer. The tender offer expired at
12:00 midnight, New York City time, on December 18, 1996. The
Payment Date will be December 19, 1996.
The tender offer was made pursuant to Coltec's Offer to Purchase
and Consent Solicitation Statement dated November 20, 1996. As
of 12:00 midnight, New York City time, on December 18, 1996, the
following principal amounts of debt securities subject to the
tender offer and consent solicitation had been deposited with
The Bank of New York, as Depositary, and not withdrawn.
Debt Security Principal Amount Tendered
9 3/4% Senior Notes due 1999 $140,493,000
9 3/4% Senior Notes due 2000 183,445,000
10 1/4% Senior Subordinated 214,071,000
Notes due 2002
Holders who validly tendered (and did not withdraw) their debt
securities at or prior to 12:00 midnight, New York City time, on
December 18, 1996, will receive the applicable Tender Offer
Consideration. Holders who validly consented to the proposed
indenture amendments relating to the debt securities at or prior
to 12:00 midnight, New York City time, on December 5, 1996, will
receive the applicable Consent Payment. Holders who validly
tendered (and did not withdraw) their debt securities at or
prior to 12:00 midnight, New York City time, on December 18,
1996, and who validly consented to the proposed indenture
amendments at or prior to 12:00 midnight, New York City time, on
December 5, 1996, will receive the Total Consideration.
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.
