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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 26, 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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<PAGE>
ITEM 5. OTHER EVENTS
On April 26, 1999, the Federal Trade Commission granted early termination
of the waiting period under the Hart-Scott- Rodino Antitrust Improvements
Act for the merger of Runway Acquisition Corporation ("Sub"), a
Pennsylvania corporation and a wholly owned subsidiary of The B.F.Goodrich
Company, a New York corporation ("BFGoodrich"), with and into Coltec
Industries Inc, a Pennsylvania corporation ("Coltec"), pursuant to the
Agreement and Plan of Merger dated as of November 22, 1998 among
BFGoodrich, Sub and Coltec. In connection with this, Coltec issued a press
release on April 26, 1999, a copy of which is attached as an exhibit hereto
and incorporated by reference herein. Separately, Coltec and BFGoodrich
have previously been informed by the Canadian Competition Bureau that it
does not intend to take any action against 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.
<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: April 27, 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 26, 1999
<PAGE>
EXHIBIT 1.1
BFGOODRICH AND COLTEC MERGER
RECEIVES FEDERAL TRADE COMMISSION CLEARANCE
RICHFIELD, Ohio, April 26, 1999 - The BFGoodrich Company and
Coltec Industries Inc announced today that their proposed merger has been
cleared by the Federal Trade Commission under the Hart-Scott- Rodino
Antitrust Improvements Act of 1976. The antitrust clearance satisfies an
important condition to closing the transaction. Shareholders of both
companies overwhelmingly approved the merger on April 9.
"Following an extremely comprehensive review, the Federal Trade
Commission has cleared the proposed merger, and we are now looking forward
to completing the merger," said David L. Burner, BFGoodrich chairman and
chief executive officer.
Terrence G. Linnert, BFGoodrich senior vice president and general
counsel, said, "The review process involved more than four months of
analysis by the FTC and included significant support and input from several
large customers, including the Department of Defense. The favorable
decision came in spite of concerted attempts by both AlliedSignal and Crane
Co., competitors of BFGoodrich, to convince the Department of Defense and
the FTC to oppose the transaction." Linnert added that both AlliedSignal
and Crane Co. have also sought to interfere with the merger through the
judicial system. Crane first brought a lawsuit in December, which was
dismissed as lacking merit both at the trial court and on appeal. In
February, AlliedSignal sued on antitrust and other grounds. Crane
subsequently filed a second federal court action, which was consolidated
with AlliedSignal's pending lawsuit in U.S. District Court in Indiana.
BFGoodrich and Coltec earlier this month reached an agreement with
AlliedSignal that the companies would not close the merger until the court
rules on pending motions to dismiss and to transfer certain issues to
arbitration. In any event, the agreement to delay the merger expires May 1,
1999.
BFGoodrich provides aircraft systems and services and
manufactures performance materials that are sold to customers worldwide and
used in thousands of consumer and industrial products. Coltec Industries is
a leading producer of aerospace and industrial products and is
headquartered in Charlotte, NC.
[Part of this announcement contains forward-looking statements that involve
risks and uncertainties, and actual results could differ materially from
those projected in the forward-looking statements. The risks and
uncertainties are detailed from time to time in reports filed with the
Securities and Exchange Commission, including but not limited to the last
section of the Management's Discussion and Analysis entitled
"Forward-Looking Information is Subject to Risk and Uncertainty" contained
in the company's Annual Report on Form 10-K and in other filings.]
For more information, contact:
At BFGoodrich: Rob Jewell (330) 659-7999, or
John Bingle (330) 659-7788
At Coltec: Kevin Ramundo (704) 423-7024
April 26, 1999
