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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): July 9, 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 July 8, 1999, Coltec Industries Inc ("Coltec"), The B.F.Goodrich Company
("BFGoodrich") and AlliedSignal, Inc. ("AlliedSignal") issued a press
release (the "Press Release") jointly announcing that they have settled the
lawsuit filed by AlliedSignal, Inc. on February 26, 1999 in the United
States District Court for the Northern District of Indiana that sought to
prevent the merger transaction (the "Merger") between BFGoodrich and
Coltec. As previously disclosed, Crane Co. ("Crane") later brought a
separate lawsuit that was consolidated with the AlliedSignal lawsuit. In
addition, as previously disclosed, the presiding judge, the Honorable Allen
Sharp, issued a preliminary injunction order on April 30, 1999, enjoining
BFGoodrich and Coltec from closing the Merger. Judge Sharp has scheduled a
hearing on Monday, July 12, to determine how the Crane lawsuit will proceed
and whether the preliminary injunction will continue. The Press Release is
attached hereto as an Exhibit and is incorporated herein by reference.
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: July 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 July 8, 1999
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EXHIBIT 1.1
COMPANIES ANNOUNCE SETTLEMENT INVOLVING
BF GOODRICH/COLTEC MERGER
RICHFIELD, OHIO - July 8, 1999 - The BF Goodrich Company, Coltec
Industries, Inc., and Allied Signal Inc. jointly announced today that they
have settled the AlliedSignal lawsuit opposing the merger between
BFGoodrich and Coltec. Judge Sharp has scheduled a hearing on Monday, July
12, at 1:30 p.m. to determine how the Crane Co. lawsuit will proceed and
whether the preliminary injunction will continue.
The provisions of the settlement include business benefits to all
parties. BFGoodrich agrees to honor Coltec's strategic marketing alliance
with AlliedSignal for jointly marketing landing gear and wheels and brakes
when integrated system bids are requested. The strategic alliance will
remain in effect for the balance of the original ten-year term and
appropriate safeguards will be implemented to protect confidential
information. In addition, BFGoodrich will become AlliedSignal's landing
gear supplier whenever AlliedSignal bids an integrated system. Under the
settlement agreement, AlliedSignal will also be given the right of first
refusal to purchase any material assets for the design, testing or
manufacture of landing gear that BFGoodrich decides to divest. Other
aspects of the settlement were not disclosed.
BFGoodrich Executive Vice President and President of BFGoodrich
Aerospace Marshall Larsen said, "The agreement with AlliedSignal will
promote a continuing relationship that will be beneficial to BFGoodrich,
AlliedSignal and the aerospace industry as a whole. We look forward to the
continued growth of our wheel and brake and other aerospace businesses."
AlliedSignal Aircraft Landing Systems Vice President and General
Manager Carl Montalbine stated, "This settlement agreement protects our
wheel and brakes business in South Bend by ensuring that AlliedSignal has
long-term access to landing gear and can continue to serve as a landing
systems integrator. The settlement provides both protections and new
business opportunities that will strengthen AlliedSignal's landing systems
business."
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For more information, contact:
At BFGoodrich: Rob Jewell (330) 659-7999 (office);
(330) 666-0982 (home);
John Bingle (330) 659-7788
At Coltec: Kevin Ramundo (704) 423-7024 (office);
(704) 552-5894 (home);
(704) 905-7892 (cell phone)
At AlliedSignal: Tom Crane (973) 455-4732
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