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):March 30, 1998
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
<PAGE>
Item 5. Other Events.
On March 30, 1998, the Registrant issued apress release announcing
that it intends to offer $300 million principal amount Senior
Secured Notes due 2008 and $130 million liquidation value of Trust
Convertible Preferred Securities.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99. Press release, dated March 30, 1998 announcing Coltec
Industries Inc intends to offer $300 million principal
amount Senior Secured Notes due 2008 and $130 million
liquidation value of Trust Convertible Preferred
Securities.
<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: April 3, 1998 By: Name: Robert J. Tubbs
Title: Senior Vice President
<PAGE>
Exhibit 99
COLTEC INDUSTRIES TO OFFER $300 MILLION OF SENIOR SECURED
NOTES AND $130 MILLION TRUST CONVERTIBLE PREFERRED
SECURITIES
Charlotte, NC, March 30, 1998 - Coltec Industries Inc
(NYSE:COT) intends to offer $300 million principal amount
Senior Secured Notes due 2008 (Senior Secured Notes) and
$130 million liquidation value of Trust Convertible
Preferred Securities.
Proceeds from both offerings will be used to reduce
indebtedness under Coltec's credit agreement and for general
corporate purposes. The primary purpose of the offerings is
to improve the company's balance sheet and extend the
maturities of the company's debt structure. Both offerings
will be priced in early April and will close soon after.
The Trust Convertible Preferred Securities, liquidation
value $50 per security, will be convertible at the option of
the holders into the common stock of Coltec Industries Inc
(Coltec). Initial purchasers of the Trust Convertible
Preferred Securities will have the option to purchase up to
an additional $20 million liquidation of Trust Convertible
Preferred Securities to cover over allotments, if any.
The Trust Convertible Preferred Securities will be issued by
Coltec Capital Trust, a Delaware business trust, and will
represent a preferred undivided beneficial ownership
interest in the trust. The securities will be guaranteed by
Coltec, subject to certain limitations.
The Trust Convertible Preferred Securities and the Senior
Secured Notes will be offered in separate private placements
to qualified institutional buyers in the United States
pursuant to Rule 144A and to certain non-United States
persons in reliance on Regulation S under the Securities Act
of 1933 (the Securities Act), as amended.
No registration statement relating to either the Convertible
Preferred Securities or the Senior Secured Notes has been
filed with the Securities and Exchange Commission, and
neither the Trust Convertible Preferred Securities nor the
Senior Secured Notes may be offered or sold in the United
States absent registration or an applicable exemption
therefrom, under Rule 144A, or otherwise. This press release
shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of either the
Trust Convertible Preferred Securities or the Senior Secured
Notes in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification
under the securities laws of any such state.
Coltec Industries is a diversified manufacturing company
serving primarily aerospace and general industrial markets.
