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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 22, 1998
COLTEC INDUSTRIES INC
(Exact name of registrant as specified in its charter)
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Pennsylvania 1-7568 13-1846375
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
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
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 22, 1998, Coltec Industries Inc ("Coltec") received a letter
(the "Crane Letter") dated as of such date from Crane Co. On December 22,
1998, Coltec issued a press release in response to the Crane Letter.
Reference is made to Exhibit 99.1 hereto, which is a copy of the Crane
Letter, and Exhibit 99.2 hereto, which is a copy of the press release, each
of which is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
Exhibit
99.1 Letter dated December 22, 1998 from R.S. Evans,
Chairman and Chief Executive Officer of Crane Co., to
John W. Guffey, Jr., Chairman and Chief Executive
Officer of Coltec Industries Inc
99.2 Press Release dated December 22, 1998 of Coltec
Industries Inc
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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)
Date: December 23, 1998 By: /s/ Robert J. Tubbs
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Robert J. Tubbs
Executive Vice President, General
Counsel and Secretary
CRANE CO. 100 FIRST STAMFORD PLACE, STAMFORD, CT 06902
R.S. EVANS
CHAIRMAN AND CHIEF December 22, 1998
EXECUTIVE OFFICER
John W. Guffey, Jr.
Coltec Industries Inc
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, NC 28217
Dear John:
This is in response to your letter of December 17, 1998. It
appears that you misunderstood our intentions during our prior
conversations. While I will not attempt to address all of the
mischaracterizations, I will address certain key facts.
Let me make our intentions clear. We are fundamentally interested
in a Crane-Coltec combination. Our Board of Directors has discussed the
strategic and financial aspects of the combination and is very familiar
with the situation and fully supportive of the proposal.
When you quoted from our September 24 letter to the effect that
our proposal was "not a formal offer," you ignored the fact that this
language was necessary to keep our proposal within the confines of our
standstill agreement with you. Our proposal and our interest in Coltec was
and still is serious, but your responses have been hard to understand. You
claim you were reluctant to agree to due diligence because you believed
that Crane is a competitor, but that is not true. Crane is a customer of
and a supplier to Coltec, and not a competitor. In contrast, B.F. Goodrich,
who is Coltec's competitor, was given due diligence and access to
confidential information. Sensitive competitive issues that involved B.F.
Goodrich did not foreclose due diligence to it. Crane is in a much less
sensitive position than B.F. Goodrich. Nothing should have foreclosed due
diligence to us.
During our September 28th telephone call I offered to visit you
to discuss our proposal in depth. You specifically rejected our proposal of
0.80 shares for each Coltec share (then valued at $20.80 or about a 32%
premium), saying "we consider it inadequate", not because of any due
diligence concerns. Then, despite your claim of inadequacy, within two
months you entered into a lower-valued transaction without ever asking us
about our continuing interest.
As you well know, we had no notice of your discussions with B.F.
Goodrich. Our November 20 registered letter (received by Coltec on November
23 not November 24) was a timely follow-up to our earlier conversations. It
pointedly showed that our proposal was based on an exchange ratio not a
dollar price and demonstrated the continued seriousness of our interest. As
a fiduciary for shareholders, you should have addressed the letter
seriously, and not merely cast it aside as simply "too late". Our proposal
of 0.80 shares of Crane stock represented a premium of nearly 20% to the
transaction you accepted with B.F. Goodrich. Benefits to shareholders are
never "too late", considering that Coltec shareholders are entitled to vote
on any proposed merger.
It is time for you to readdress the merits of our contract claims
and our proposal. Our proposal would benefit the shareholders, and you are
opposing significant enhancement to
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shareholder value. You are now in a position to negotiate on behalf of
Coltec's shareholders. I again urge you and the Coltec board of directors
to acknowledge Crane's contractual rights and take the necessary steps to
level the playing field and enter into merger negotiations with Crane on
the basis of our strategically and economically superior proposal.
Sincerely,
/s/
Coltec Industries
FOR IMMEDIATE RELEASE
Contacts:
Coltec Industries Sard Verbinnen & Co.
Investor Contact: David Harrison Paul Verbinnen/David Reno/Debbie Miller
(704) 423-7010 (212) 687-8080
Media Contact: Kevin Ramundo
(704) 423-7024
COLTEC RESPONDS TO LETTER FROM CRANE CEO
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Charlotte, NC, December 22, 1998 - Coltec Industries (NYSE:COT)
issued the following statement in response to a letter received today from
R. S. Evans, chairman and chief executive officer of Crane Co. (NYSE:CR):
"Crane's letter says nothing new. Coltec and its Board of
Directors stand by the binding agreement to merge with
BFGoodrich, and believe that the merger is in the best interests
of Coltec, its shareholders and other constituencies."
Coltec Industries is a leading producer of aerospace and
industrial products and is headquartered in Charlotte, NC.
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