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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
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Date of Report (Date of earliest event reported): April 8, 1999
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) (I.R.S. Employer
of incorporation) Identification Number)
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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 April 9, 1999, the shareholders of Coltec Industries Inc ("Coltec")
voted to approve and adopt an Agreement and Plan of Merger dated as of
November 22, 1998 among The B.F.Goodrich Company ("BFGoodrich"), Runway
Acquisition Corporation and Coltec (the "Merger Agreement"). In addition,
on April 9, 1999, the shareholders of BFGoodrich voted to adopt a proposal
to approve the issuance of shares of BFGoodrich common stock necessary to
consummate the transactions contemplated by the Merger Agreement. On April
9, 1999, Coltec issued a press release, a copy of which is attached as an
exhibit hereto and incorporated by reference herein.
On April 8, 1999, Coltec, Menasco Aerospace Ltd ("Menasco"), which is a
subsidiary of Coltec, BFGoodrich and AlliedSignal, Inc. ("AlliedSignal")
entered into and filed a stipulated order (the "Stipulated Order"). A copy
of a press release issued jointly by BFGoodrich and Coltec describing the
Stipulated Order is attached as an exhibit hereto and incorporated by
reference herein. The Stipulated Order relates to the lawsuit filed by
AlliedSignal on February 26, 1999 in the United States District Court for
the Northern District of Indiana (the "Court") against Coltec, Menasco and
BFGoodrich (the "AlliedSignal Litigation"), and the judge presiding over
the AlliedSignal Litigation, the Honorable Allen Sharp, is expected to
approve the Stipulated Order. As previously disclosed, the AlliedSignal
Litigation seeks to prevent the proposed merger transaction between
BFGoodrich and Coltec (the "Merger"). AlliedSignal, BFGoodrich, Coltec and
Menasco entered into the Stipulated Order in order to allow the parties to
focus on expedited discovery and hearing preparation in the limited time
available and in order to minimize the number of motions before the Court.
Accordingly, BFGoodrich and Coltec agreed not to consummate the Merger
until the earlier of: (i) May 1, 1999 or the day succeeding any preliminary
injunction hearing held prior to May 1, 1999, and (ii) a decision from the
Court either granting BFGoodrich's and Coltec's pending motions to dismiss
in their entirety or granting Coltec's motion to refer to arbitration and
BFGoodrich's pending motion to stay pending arbitration (collectively, the
"Motions"), provided, however, that in the case of any disposition of the
Motions which preserves the preliminary injunction hearing before the Court
as currently scheduled, BFGoodrich and Coltec will not consummate the
Merger before May 1, 1999, or the day succeeding any preliminary injunction
hearing held prior to May 1, 1999. As previously disclosed, Coltec and
BFGoodrich intend to vigorously defend the matters relating to the
AlliedSignal Litigation; however, the outcome of these matters could delay
or prevent the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
See Exhibit Index
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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: April 9, 1999 By: /s/ Robert J. Tubbs
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Robert J. Tubbs
Executive Vice President,
General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
1.1 Press Release dated April 9, 1999
1.2 Press Release dated April 9, 1999
Exhibit 99-1.1
For immediate release
Coltec shareholders overwhelmingly approve
merger with BFGoodrich
CHARLOTTE, N.C., APRIL 9, 1999 -- Today, shareholders of
Coltec Industries Inc (NYSE:COT) overwhelmingly approved the
company's plan to merge with The BFGoodrich Company.
Approximately 96% of the shares voted at a special meeting in
Charlotte were in favor of the merger. Goodrich shareholders
also approved the merger overwhelmingly with 96% of the
shares voted in favor of the transaction at their special
meeting today in New York City.
John W. Guffey Jr., Coltec's chairman and chief executive
officer, said, "Today's vote reinforces our belief that the
merger with BFGoodrich represents considerable value for our
shareholders due to compelling cost synergies and the
strategic and operational fit between our companies. I am
very confident that the potential of Coltec's high-margin
businesses to continue their impressive track record of
profitable growth will increase as part of BFGoodrich."
Mr. Guffey also pointed out that, "The merger will be
positive for our customers, who have been supportive of the
merger from the very beginning," adding that, "Coltec's
employees will also benefit from the increased growth and
career opportunities that will come from being part of
BFGoodrich."
Completion of the merger requires clearance by the Federal
Trade Commission. Also, Coltec and BFGoodrich continue to
defend a lawsuit filed by two competitors, AlliedSignal and
Crane Company, to block the merger on antitrust and other
grounds in U.S. District Court in Indiana. The Crane Company
recently joined the Indiana suit after its earlier lawsuit
was dismissed by trial and appeal courts.
Once the merger is completed, Coltec shareholders will
receive 0.56 shares of BFGoodrich common stock for each share
of Coltec common Stock. They will receive written
instructions for exchanging their share certificates.
BFGoodrich shareholders will keep their certificates. The
value of the transaction is about $2.0 billion, based on the
yesterday's closing price of BFGoodrich stock. The
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headquarters of the merged company will be located in
Charlotte.
Coltec is a leading producer of aerospace and industrial
products and is headquartered in Charlotte, N.C. BFGoodrich,
headquartered in Richfield, Ohio, provides aircraft systems
and services and manufacturers performance materials that are
sold to customers worldwide and used in thousands of consumer
and industrial products.
Exhibit 99-1.2
BF Goodrich and Coltec Confirm
Shareholder Meetings
RICHFIELD, Ohio, April 9/PRNewswire/--BFGoodrich (NYSE:GR- news) and
Coltec Industries (NYSE:COT-news) confirmed today that they will hold
shareholder meetings at 10:30 a.m. this morning to approve the merger
of the two companies.
The companies also said that following discussions with AlliedSignal,
they have agreed not to close the merger until the judge in a lawsuit
brought by AlliedSignal rules on motions to dismiss and to transfer
certain issues to arbitration. This agreement allows the parties to
focus on expedited discovery and minimizes the number of motions
before the court.
Terrence G. Linnert, BFGoodrich senior vice president and general
counsel, said: "We continue to believe that the AlliedSignal lawsuit
is completely without merit and that our position will be validated by
the court. AlliedSignal indicated that it would file prior to the
shareholder meetings for a temporary restraining order to block the
completion of the merger. We agreed to postpone the completion of the
merger to give the judge the opportunity to focus on our pending
motions without additional distractions."
Also as part of the agreement reached late yesterday afternoon,
BFGoodrich and Coltec agreed that if the motions to dismiss and to
transfer issues to arbitration were denied, they would not close the
merger until the day following the conclusion of a hearing on
AlliedSignal's attempt to block the transaction, but no later than May
1, 1999.
Completion of the merger also requires clearance from the Federal
Trade Commission.
