===========================================================================
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 26, 1999
COLTEC INDUSTRIES INC
(Exact name of registrant as specified in its charter)
---------------------------
Pennsylvania 1-7568 13-1846375
(State or other jurisdiction (Commission File Number) (I.R.S. 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)
===========================================================================
<PAGE>
ITEM 5. OTHER EVENTS
On March 26, 1999, Coltec Industries Inc ("Coltec") learned that
Crane Co. ("Crane") filed a lawsuit in the U.S. District Court for the
Northern District of Indiana against Coltec and The B.F.Goodrich Company
("B.F.Goodrich"). This lawsuit seeks to prevent the proposed merger
transaction between Coltec and BFGoodrich on antitrust grounds. In
addition, Crane has issued a public statement that it intends to seek to
consolidate this lawsuit with a similar lawsuit previously described
brought by AlliedSignal Inc. (the "AlliedSignal Litigation") in the same
court. This is the second lawsuit brought by Crane seeking to prevent the
proposed merger transaction between Coltec and B.F.Goodrich. As previously
disclosed, the first lawsuit was brought on December 14, 1998 in the U.S.
District Court for the Southern District of New York, alleging, among other
things, that Coltec breached certain provisions of a confidentiality
agreement between Coltec and Crane. A U.S. District Court judge dismissed
this lawsuit on January 12, 1999, and the U.S. Court of Appeals for the
Second Circuit affirmed the U.S. District Court decision on January 25,
1999. Coltec and BFGoodrich intend to vigorously defend this new lawsuit
brought by Crane and all matters raised by the AlliedSignal Litigation;
however, the outcome of these matters could delay or prevent the merger.
In connection with this lawsuit, Coltec issued a press release on
March 26, 1999, entitled "Coltec Responds to Crane's Latest Lawsuit", a
copy of which is attached hereto as Exhibit 99.1 and 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 Press Release dated March 26, 1999 of Coltec
Industries Inc
<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)
Date: March 29, 1999 By: /s/ Robert J. Tubbs
------------------------
Robert J. Tubbs
Executive Vice President, General
Counsel and Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
Coltec Responds to Crane's Latest Lawsuit
CHARLOTTE, N.C., FRIDAY, MARCH 26, 1999 - In response to the latest lawsuit
by the Crane Company to block its merger with BGGoodrich, Robert J. Tubbs,
Coltec's executive vice president and general counsel, said, "This suit is
nothing more than another baseless attempt by the Crane Company to
interfere with the Coltec-BFGoodrich merger. Like Crane's previous suit,
which was dismissed from the bench both initially and on appeal, this one
is completely without merit." The suit, which was filed today in Federal
District Court for the Northern District of Indiana in South Bend, alleges
potential violations of the antitrust laws arising from the proposed
merger. Crane seeks to join the suit previously filed by AlliedSignal in
the same court.
Tubbs added, "The Crane Company has done everything imaginable to delay a
merger that has been approved by the boards of both companies, passed the
antitrust review of the Department of Defense, and has cleared the
requirements of the Securities and Exchange Commission. Crane's suit, like
AlliedSignal's, alleges that, as competitors, they will be harmed by
competition in the market. The antitrust laws are designed to promote
competition, not protect competitors. This latest suit and the one filed
recently by the attorney general for the state of Indiana are last ditch
efforts to misuse the judicial system to prevent the merger so as to
support the narrow commercial interest of two competitors."
Tubbs also stated that, "The Coltec-BFGoodrich merger is in the best
interests of the stakeholders of both companies including customers which
are supportive of the merger. The merger is also in the best interests of
the aerospace industry, as it will reduce costs in an increasingly
competitive industry."
Coltec Industries is a leading producer of aerospace and industrial
products and is headquartered in Charlotte, N.C.
###
