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): July 12, 1999
COLTEC INDUSTRIES INC
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-7568 13-1846375
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(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
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704) 423-7000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On July 12, 1999, The B.F.Goodrich Company, a New York corporation
("BFGoodrich"), acquired Coltec Industries Inc, a Pennsylvania corporation
("Coltec"), pursuant to the merger (the "Merger") of Runway Acquisition
Corporation, a Pennsylvania corporation and a wholly owned subsidiary
of BFGoodrich ("Sub"), with and into Coltec. Upon consummation of the
Merger, Coltec became a wholly owned subsidiary of BFGoodrich. The Merger
was effected pursuant to an Agreement and Plan of Merger dated as of
November 22, 1998 among BFGoodrich, Sub and Coltec (the "Merger
Agreement"), incorporated by reference herein.
As a result of the Merger, each share of Coltec common stock was converted
into the right to receive 0.56 shares of BFGoodrich common stock, or
approximately 35,390,126 BFGoodrich common shares in the aggregate, with
cash being paid in lieu of fractional shares of BFGoodrich common stock.
Upon effectiveness of the Merger, the then outstanding and unexercised
options exercisable for shares of Coltec common stock were converted into
options exercisable for an aggregate of approximately 2,978,080 shares of
BFGoodrich common stock having the same terms and conditions as the Coltec
options, except that the exercise price and the number of shares issuable
upon exercise were divided and multiplied, respectively, by 0.56. In
addition, upon effectiveness of the Merger, holders of the 5-1/4%
Convertible Preferred Securities, Term Income Deferrable Equity Securities
(TIDES) (SM)* issued by Coltec Capital Trust, a statutory business trust
formed under the laws of the State of Delaware, received the right to
convert each such convertible preferred security into 0.955248 of a share
of BFGoodrich common stock, subject to certain adjustments.
The basic terms of the Merger and the relationships between Coltec and
BFGoodrich, and the respective directors and executive officers of Coltec
and BFGoodrich, were described in the Joint Proxy Statement/Prospectus
dated March 9, 1999 filed in connection with BFGoodrich's Registration
Statement on Form S-4 (Registration No. 333-74067), which is incorporated
by reference herein. The terms of the Merger were determined in accordance
with the Merger Agreement and were established through arm's length
negtiations between Coltec and BFGoodrich.
On July 12, 1999, BFGoodrich issued a press release, which is incorporated
by reference herein. Certain of the statements contained in the press
release that are not historical facts are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act. BFGoodrich's
actual results may differ materially from those included in the
forward-looking statements. Forward-looking statements are typically
identified by words or phrases such as "believe," "expect," "anticipate,"
"intend," "estimate," "are likely to be," and similar expressions.
(b) As of the effectiveness of the Merger, the Board of Directors of BFGoodrich
consists of the following individuals: David L. Burner, Diane C. Creel,
George A. Davidson, Jr., James J. Glasser, Jodie K. Glore, John W. Guffey,
Jr., William R. Holland, David I. Margolis, Douglas E. Olesen, Richard de
J. Osborne, Alfred M. Rankin, Jr., Robert H. Rau, James R. Wilson and A.
Thomas Young.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index
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* The terms Term Income Deferrable Equity Securities (TIDES) (SM) and
TIDES (SM) are registered service marks of Credit Suisse First Boston
Corporation.
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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 12, 1999 By: /s/Nicholas J. Calise
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Nicholas J. Calise
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1.1 Agreement and Plan of Merger dated as of November 22, 1998
among The B.F.Goodrich Company, Runway Acquisition
Corporation and Coltec Industries Inc (filed as Annex I to
the Joint Proxy Statement/Prospectus dated March 9, 1999
included in The B.F.Goodrich Company's Registration Statement
on Form S-4, Registration No. 333-74067, and incorporated
herein by reference)**
1.2 Press Release dated July 12, 1999
1.3 Joint Proxy Statement/Prospectus dated March 9, 1999
included in The B.F.Goodrich Company's Registration
Statement on Form S-4, Registration No. 333-74067, is
incorporated herein by reference.
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** The registrant hereby undertakes to furnish supplementally a copy of any
omitted schedule to this Agreement to the Securities and Exchange Commission
upon request.
Exhibit 1.2
BFGoodrich and Coltec Complete Merger
Richfield, Ohio, July 12, 1999 -- BFGoodrich and Coltec Industries
announced today that they have completed their merger and created a major
multi-industry company with $6 billion in annual revenues and strong market
positions in aerospace systems, performance materials and industrial products.
The transaction was completed after a preliminary injunction imposed by a U.S.
District Court judge in South Bend was lifted. The new company will be
headquartered in Charlotte, N.C., and have 27,000 employees.
"The completion of our merger is great news for our shareholders,
customers and employees," BFGoodrich chairman and chief executive officer David
L. Burner said. "With the addition of Coltec, BFGoodrich becomes an even
stronger company with enhanced opportunities for consistent profitable growth,
building shareholder value, and supplying customers with a broader range of
products and services. We will move quickly to realize the expected benefits of
the merger, including annual cost synergies of $60 million. We continue to
expect that the merger will be immediately accretive to our earnings."
John W. Guffey, Jr., chairman and chief executive officer of Coltec,
added, "We have now completed our transaction with the strategic and economic
fundamentals of the merger completely intact. Dave Burner and I believe the
agreement with AlliedSignal will promote a continuing relationship that will
benefit BFGoodrich, AlliedSignal and the aerospace industry as a whole. Coltec
is very pleased to now be part of a new Fortune 300 company with an outstanding
future."
With the completion of the merger, Guffey becomes executive vice
president of BFGoodrich and president and chief operating officer of the
Industrial Segment. Other key operating executives include Marshall O. Larsen,
executive vice president of BFGoodrich and president and chief operating officer
of the Aerospace Segment, and David B. Price, Jr., executive vice president of
BFGoodrich and president and chief operating officer of the Performance
Materials Segment.
Also, Guffey and two other former Coltec directors, William R. Holland
and David I. Margolis, will join the BFGoodrich Board, increasing the size from
11 to 14 members. Holland is chairman and chief executive officer, United
Dominion Industries. Margolis is retired chairman and chief executive officer,
Coltec Industries.
Coltec shareholders will receive 0.56 shares of BFGoodrich common stock
for each share of Coltec common stock and will receive written instructions for
exchanging their share certificates. BFGoodrich shareholders will keep their
certificates. The value of the transaction is estimated at $2 billion.
[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 (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)
