===========================================================================
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 12, 1999
COLTEC INDUSTRIES INC
(Exact name of registrant as specified in its charter)
---------------------------
Pennsylvania 1-7568 13-1846375
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) 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
In connection with the lawsuit filed by AlliedSignal, Inc.
("AlliedSignal") on February 26, 1999 in the U.S. District Court for the
Northern District of Indiana against The B.F.Goodrich Company
("BFGoodrich"), Coltec Industries Inc ("Coltec") and Menasco Aerospace Ltd.
("Menasco"), BFGoodrich, Coltec and Menasco served motions to dismiss the
lawsuit on March 16, 1999. In addition, at a hearing in connection with
this lawsuit on March 12, 1999, counsel for AlliedSignal indicated that
AlliedSignal would seek a temporary restraining order prior to the special
shareholders meetings scheduled for April 9, 1999 to prevent closing of the
proposed merger transaction between BFGoodrich and Coltec. At this hearing,
the judge presiding over this lawsuit, the Honorable Robert L. Miller, Jr.,
reserved April 29, 1999 and April 30, 1999 for hearing on any preliminary
injunction motion relating to the merger. AlliedSignal has also served on
March 24, 1999 a demand for arbitration with respect to AlliedSignal's
breach of contract claim against Coltec and Menasco. As previously
disclosed, Coltec and BFGoodrich intend to vigorously defend these matters;
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
Exhibit
None.
<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 26, 1999 By: /s/ Robert J. Tubbs
-------------------
Robert J. Tubbs
Executive Vice President,
General Counsel and Secretary