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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
Coltec Industries Inc
- - --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock Par Value $0.01 Per Share
- - --------------------------------------------------------------------------------
(Title of Class of Securities)
196879100
- - --------------------------------------------------------------------------------
(CUSIP Number)
Nicholas J. Calise, Secretary
The B.F.Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
(330) 659-7600
Copies to:
Gordon S. Kaiser
Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
(216) 479-8500
- - --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 1998
- - --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (section)(section)240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (section)240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1746 (2-98)
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<TABLE>
<CAPTION>
CUSIP No. 196879100
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<S> <C>
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
The B.F.Goodrich Company
IRS # 34-0252680
- - ---------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
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3. SEC Use Only
- - ---------------------------------------------------------------------------------------------------------------------
4. Source of Funds WC, BK or OO
- - ---------------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
- - ---------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization New York
- - ---------------------------------------------------------------------------------------------------------------------
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Number of Shares 7. Sole Voting Power 12,550,638 shares of Common Stock*
Beneficially
Owned 8. Shared Voting Power 0
by Each
Reporting 9. Sole Dispositive Power 12,550,638 shares of Common Stock*
Person With
10. Shared Dispositive Power 0
- - ---------------------------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 12,550,638*
- - ---------------------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- - ---------------------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 19.9% of the number of shares
of Common Stock (excluding any shares of Common Stock held by a subsidiary of the Issuer)
- - ---------------------------------------------------------------------------------------------------------------------
14. Type of Reporting Person CO
</TABLE>
* Beneficial Ownership of 12,550,638 shares of Common Stock reported hereunder
is so being reported solely as a result of the Option Agreement described in
Item 4. The Option (as defined in Item 3) granted pursuant to the Option
Agreement has not yet become exercisable. Because the Option will not become
exercisable unless and until certain specified events occur, The B.F.Goodrich
Company expressly disclaims beneficial ownership of all such shares.
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $0.01 per share
("Common Stock"), of Coltec Industries Inc, a corporation formed under the laws
of the Commonwealth of Pennsylvania (the "Issuer"), the principal executive
offices of which are located at 3 Coliseum Centre, 2550 West Tyvola Road,
Charlotte, North Carolina 28217.
ITEM 2. IDENTITY AND BACKGROUND
(A)-(C) AND (F) This statement is being filed by The B.F.Goodrich
Company, a corporation formed under the laws of the State of New York
("BFGoodrich"). The principal business offices of BFGoodrich are located at 4020
Kinross Lakes Parkway, Richfield, Ohio 44286-9368. As of the date of this
Schedule 13D, BFGoodrich provides aircraft systems and services and manufactures
specialty chemicals. One of BFGoodrich's two business segments is BFGoodrich
Aerospace, which consists of four groups: Aerostructures Landing Systems,
Sensors and Integrated Systems, and Maintenance, Repair
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and Overhaul. BFGoodrich Performance Materials, the company's other business
segment, consists of three groups: Textile and Industrial Coatings, Polymer
Additives and Specialty Plastics and Consumer Specialties.
The names of the directors and executive officers of BFGoodrich and
their respective business addresses, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations and other organizations in which such employment
is conducted, are set forth on Schedule I, which Schedule is incorporated herein
by reference.
Other than executive officers and directors, to the best of
BFGoodrich's knowledge, there are no persons controlling or ultimately in
control of BFGoodrich.
(D)-(E) Neither BFGoodrich nor, to the best of its knowledge, any of
the persons listed in Schedule I has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither BFGoodrich nor, to the best of its knowledge, any of the persons listed
in Schedule I has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEMS 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4, the Issuer has pursuant to the
Option Agreement granted to BFGoodrich an irrevocable option pursuant to which
BFGoodrich has the right, upon the occurrence of certain events (none of which
has occurred), to purchase up to 12,550,638 shares of Common Stock (subject to
customary anti-dilution adjustments) at a price per share of $20.125 (the
"Option"). Certain terms of the Option are summarized in Item 4.
If the Option were exercisable and BFGoodrich were to exercise the
Option on the date of this Schedule 13D, the funds required to purchase the
shares of Common Stock issuable upon exercise would be $252,581,590. It is
currently anticipated that such funds would be derived from a combination of
working capital and borrowings under existing lines of credit, although no
definitive arrangements have been made at this time as to the source of such
funds. Pursuant to the terms of the Option Agreement, BFGoodrich can perform a
cashless exercise of the Option, which would allow BFGoodrich to obtain the
benefits of the Option but would require no expenditure of funds.
ITEM 4. PURPOSE OF TRANSACTION
(A)-(J) SUMMARY OF THE TERMS OF THE MERGER AGREEMENT:
The Issuer, BFGoodrich and Runway Acquisition Corporation have entered
into an Agreement and Plan of Merger, dated as of November 22, 1998 (the "Merger
Agreement"), pursuant to which Runway Acquisition Corporation, a wholly-owned
subsidiary of BFGoodrich, will merge into Issuer (the "Merger"). Issuer will be
the surviving corporation (the "Surviving Corporation") of the Merger and will,
after the Merger is completed, be a wholly-owned subsidiary of BFGoodrich. The
Articles of Incorporation and the Bylaws of Runway Acquisition Corporation that
are in effect immediately prior to the effective date of the Merger will become
the Articles of Incorporation and the Bylaws of the Surviving Corporation after
the Merger. The directors and officers of Runway Acquisition Corporation,
immediately before the effective date of the Merger, will become the directors
and officers of the Surviving Corporation; however, it is anticipated that the
current members of the Issuer's operating management will generally remain in
place and be integrated into existing BFGoodrich business units or operate
separate business units of BFGoodrich. The Board of Directors of BFGoodrich will
be increased from 12 to 15 members. At the effective date of the Merger, each
outstanding share of Common Stock of the Issuer will be converted into .56 of a
share of common stock of BFGoodrich (plus cash in lieu of fractional shares and
together with the associated preferred share purchase rights under BFGoodrich's
rights plan), subject to customary anti-dilution adjustments.
Upon consummation of the Merger, the Common Stock will be delisted from
trading on the New York Stock Exchange and the Pacific Exchange, where it
currently trades under the symbol "COT," and the Issuer will no longer be
required to file periodic reports under Section 12(b) of the Act (although the
Issuer may have continuing reporting obligations under Section 15(d) of the Act
by reason of various outstanding debt securities).
The Merger Agreement contains certain customary restrictions on the
conduct of the business of the Issuer pending consummation of the Merger,
including, but not limited to, not declaring, setting aside or paying any
dividend or other distribution payable in cash, stock or property in respect of
any capital stock of the Issuer.
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Consummation of the Merger is subject to the satisfaction or waiver of
certain conditions, including, but not limited to, approval of the Merger by the
holders of shares of the Common Stock, approval of the issuance of shares of
BFGoodrich common stock in accordance with the terms of the Merger Agreement by
the holders of shares of BFGoodrich common stock, the receipt of certain
regulatory approvals, and the satisfaction of certain other customary
conditions.
SUMMARY OF THE TERMS OF THE OPTION AGREEMENT:
In connection with the Merger Agreement, BFGoodrich and the Issuer
entered into a stock option agreement, dated as of November 22, 1998 (the
"Option Agreement"). Simultaneously with the execution of the Option Agreement,
the Issuer and BFGoodrich entered into a corresponding stock option agreement
providing for the issuance to the Issuer of up to 19.9% of the common stock of
BFGoodrich on substantially identical terms as are set forth in the Option
Agreement.
Pursuant to the Option Agreement, the Issuer granted to BFGoodrich an
Option to purchase, subject to customary anti-dilution adjustments, up to
12,550,638 shares of Common Stock at a price per share of $20.125, or 19.9% of
the issued and outstanding shares of Common Stock (excluding any shares of
Common Stock held by a subsidiary of the Issuer). In no event will the number of
shares of Common Stock issuable upon exercise of the Option exceed 19.9% of the
issued and outstanding shares of Common Stock (excluding any shares of Common
Stock held by a subsidiary of the Issuer).
BFGoodrich may only exercise the Option in whole, but not in part, at
any time after the Merger Agreement is terminated and the Issuer has become
obligated to pay the Termination Fee (as defined in the Merger Agreement) to
BFGoodrich. This is defined as the Trigger Event in the Option Agreement.
Pursuant to the Merger Agreement, the Issuer would be required to pay the
Termination Fee to BFGoodrich if the Merger Agreement is terminated by either
BFGoodrich or the Issuer if (1) the Board of Directors of the Issuer has
accepted or resolved to accept a Superior Proposal (as defined in the Merger
Agreement) or refused to affirm its recommendation concerning the Merger within
10 business days after receipt of any written request from BFGoodrich to do so
at any time when an Acquisition Proposal (as defined in the Merger Agreement)
with respect to the Issuer has been made and not rejected by the Board of
Directors of the Issuer or (2) the shareholders of the Issuer have not approved
the Merger Agreement, an Acquisition Proposal with respect to the Issuer has
been publicly disclosed to the shareholders of the Issuer (and has not been
withdrawn or terminated) prior to the Issuer's shareholders' meeting and, within
12 months after such termination of the Merger Agreement, the Issuer enters into
an agreement providing for the consummation of an Acquisition Proposal or an
Acquisition Proposal is consummated.
The obligation of the Issuer to issue shares of Common Stock upon the
exercise of the Option by BFGoodrich is subject to certain conditions,
including, but not limited to, the expiration of the applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the Competition Act (Canada), receipt of all third party or governmental
consents required under the Merger Agreement to be obtained by either BFGoodrich
or the Issuer (except such consents as are determined to be immaterial) and no
preliminary injunction or other court order prohibiting the issuance of the
shares of Common Stock being in effect.
The Option shall terminate (1) upon the effective date of the Merger,
(2) if the Merger Agreement is terminated for reasons other than as set forth
above, (3) if an Acquisition Proposal with respect to the Issuer has been
publicly disclosed to the shareholders of the Issuer (and not withdrawn or
terminated), but an agreement providing for the consummation of an Acquisition
Proposal is not executed or an Acquisition Proposal is not consummated within 12
months after termination of the Merger Agreement, (4) if the Option has not been
exercised by BFGoodrich within certain time periods set forth in the Option
Agreement (generally within 30 days following a Trigger Event, subject to
extension to 180 days in the event that there exists a legal impediment to
BFGoodrich's exercise of the Option at the expiration of such initial 30-day
period) or (5) if the representations and warranties of BFGoodrich contained in
the Option Agreement or Merger Agreement are determined to be inaccurate
(subject to materiality qualifications) upon certain specified dates or if
BFGoodrich is determined to be in material breach of any of its covenants
contained in the Option Agreement or the Merger Agreement.
The terms of the Option Agreement also provide for the ability of
BFGoodrich, at its election, to be paid cash by the Issuer during the Option's
exercise period if the Market/Offer Price (as defined in the Option Agreement)
is determined to be greater than $20.125. The Market/Offer Price is defined, as
of any date, as the higher of (1) the price per share offered as of such date
pursuant to any tender or exchange offer or other public offer with respect to
the highest Acquisition Proposal that was made prior to such date and not
terminated or withdrawn as of such date and (2) the Fair Market Value (as
defined in the Option Agreement) of the Common Stock as of such date.
Pursuant to the Option Agreement, BFGoodrich has agreed that, following
the date thereof and prior to the fifth anniversary of the date thereof, it will
vote all shares of capital stock of the Issuer acquired pursuant to the Option
Agreement or otherwise beneficially owned by it on each matter submitted to a
vote of shareholders of the Issuer proportionately with the votes cast by all
other shareholders of the Issuer.
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Subject to the terms and conditions of the Option Agreement, the Issuer
has granted BFGoodrich the right, for a period of two years after the exercise
of the Option, to request that the Issuer register under the Securities Act of
1933, as amended, all or a portion of the shares of Common Stock issuable upon
the exercise of the Option pursuant to a bona fide firm commitment underwritten
public offering. The Option Agreement provides that, other than pursuant to such
a registered public offering, BFGoodrich may not sell or otherwise transfer any
shares of Common Stock obtained by it through exercise of the Option, unless
such transaction (1) has been approved by a majority of the members of the Board
of Directors of the Issuer, which members were members of the Board of Directors
of the Issuer prior to the announcement of such transaction, or (2) would not
result in any purchaser or transferee becoming, to BFGoodrich's knowledge after
reasonable inquiry, the beneficial owner of more than 1% of the then-outstanding
Common Stock on a fully diluted basis (excluding any shares of Common Stock held
by a subsidiary of the Issuer).
Except as provided in the Option Agreement, neither the Option
Agreement nor the rights or obligations of either the Issuer or BFGoodrich may
be assigned without the written consent of the other party.
Except as set forth in this Item 4, BFGoodrich has no plans or
proposals that relate to or would result in any of the matters set forth in
clauses (a) through (j) of Item 4 of Schedule 13D.
Copies of the Merger Agreement and both stock option agreements are
filed as exhibits to BFGoodrich's Report on Form 8-K filed on November 24, 1998
and are incorporated herein by reference. The summary of the terms of the Merger
Agreement and the Option Agreement contained in this Schedule 13D is not
intended to be complete and is qualified in its entirety by reference to such
exhibits.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) BFGoodrich may be deemed to be the beneficial owner of the shares
of Common Stock issuable upon the exercise of the Option. As provided in the
Option Agreement, BFGoodrich may exercise the Option only upon the happening of
one or more events, none of which has occurred. (See Item 4.) If the Option were
exercised, the shares of Common Stock issuable to the BFGoodrich would represent
19.9% of the currently issued and outstanding shares of Common Stock (without
giving effect to the issuance of such shares of Common Stock and excluding in
the calculation shares of Common Stock held by a subsidiary of the Issuer).
BFGoodrich has no right to vote or dispose of the shares of Common Stock subject
to the Option and expressly disclaims beneficial ownership of all such shares.
Except as set forth above, neither BFGoodrich nor, to the best of its knowledge,
any of the persons listed in Schedule I beneficially owns any shares of Common
Stock.
(b) If BFGoodrich were to exercise the Option, it would have sole power
to vote and, subject to the terms of the Option Agreement, sole power to direct
the disposition of the shares of Common Stock issuable pursuant to the Option.
(c) BFGoodrich acquired the Option in connection with the Merger
Agreement. (See Item 4.) Neither BFGoodrich nor, to the best of its knowledge,
any of the persons listed in Schedule I has effected any transactions in the
Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in Item 4 and Item 5 of this Schedule 13D, neither
BFGoodrich nor, to the best of its knowledge, any of the persons listed on
Schedule I has any contract, arrangement, understanding or relationship (legal
or otherwise) with any person with respect to any securities of the Issuer,
including, but not limited to, the transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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. (Reference is made to Exhibit 99.2 to The B.F.Goodrich Company's
Report on Form 8-K filed November 24, 1998, which Exhibit is incorporated
herein by reference.)
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2. Company Stock Option Agreement, dated as of November 22, 1998, between The
B.F.Goodrich Company and Coltec Industries Inc. (Reference is made to
Exhibit 99.3 to The B.F.Goodrich Company's Report on Form 8-K filed
November 24, 1998, which Exhibit is incorporated herein by reference.)
3. Parent Stock Option Agreement, dated as of November 22, 1998, between The
B.F.Goodrich Company and Coltec Industries Inc. (Reference is made to
Exhibit 99.3 to The B.F.Goodrich Company's Report on Form 8-K filed
November 24, 1998, which Exhibit is incorporated herein by reference.)
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 2, 1998 THE B.F.GOODRICH COMPANY
By: /s/ Nicholas J. Calise
-------------------------------------------------
Name: Nicholas J. Calise
Title: Vice President, Associate General Counsel
and Secretary
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SCHEDULE I
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DIRECTORS AND EXECUTIVE OFFICERS OF THE B.F.GOODRICH COMPANY
------------------------------------------------------------
The names, business addresses and present principal occupations of the
directors and executive officers of The B.F.Goodrich Company are set forth
below. If no business address is given, the director's or executive officer's
business address is 4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368. The
business address of each of the directors of The B.F.Goodrich Company is also
the business address of such director's employer, if any. Unless otherwise
indicated, all directors and officers listed below are citizens of the United
States.
<TABLE>
DIRECTORS
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Jeanette Grasselli Brown Retired Director of Corporate Research, BP America
150 Greentree Road
Chagrin Falls, Ohio 44022
David L. Burner Chairman, President and Chief Executive Officer
The B.F.Goodrich Company
Diane C. Creel Chief Executive Officer and President
Earth Tech
100 West Broadway, Suite 5000
Long Beach, California 90802-4443
George A. Davidson, Jr. Chairman and Chief Executive Officer
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
James J. Glasser Chairman Emeritus
GATX Corporation
Suite 2660
500 West Monroe Street
Chicago, Illinois 60661-3676
Jodie K. Glore President and Chief Executive Officer
Iomega Corp.
1821 W. Iomega Way
Roy, Utah 84067
Douglas E. Olesen President and Chief Executive Officer
Battelle Memorial Institute
505 King Avenue
Columbus, Ohio 43201-2693
Richard de J. Osborne Chairman and Chief Executive Officer
ASARCO Incorporated
180 Maiden Lane
New York, New York 10038
Alfred M. Rankin, Jr. Chairman, President and Chief Executive Officer
NACCO Industries, Inc.
5875 Landerbrook Drive
Mayfield Heights, Ohio 44124-4017
Robert H. Rau Retired President
BFGoodrich Aerostructures Group
P.O. Box 8043
Rancho Santa Fe, California 92067
</TABLE>
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<TABLE>
<S> <C>
James R. Wilson Chairman of the Board and Chief Executive Officer
Cordant Technologies, Inc.
15 W. South Temple, Suite 1600
Salt Lake City, Utah 84101-1532
A. Thomas Young Retired Executive Vice President
Lockheed Martin Corporation
12921 Esworthy Road
No. Potomac, Maryland 20878
OFFICERS
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Marshall O. Larsen Executive Vice President
250 No. Cleveland-Massillon Road
Akron, Ohio 44334-0501
David B. Price, Jr. Executive Vice President
9911 Brecksville Road
Brecksville, Ohio 44141-3247
Terrence G. Linnert Senior Vice President and General Counsel
Les C. Vinney Senior Vice President and Chief Financial Officer
Robert L. Avery Vice President
11323 30th Avenue West
Paine Field
Everett, Washington 98204
Nicholas J. Calise Vice President - Associate General Counsel and Secretary
Sarah R. Coffin Vice President
9911 Brecksville Road
Brecksville, Ohio 44141-3247
John J. Grisik Vice President
250 No. Cleveland-Massillon Road
Akron, Ohio 44334-0501
Steven R. Guidry Vice President
9911 Brecksville Road
Brecksville, Ohio 44141-3247
Gary L. Habegger Vice President - Human Resources and Administration
Victoria F. Haynes Vice President - Research and Development
9921 Brecksville Road
Brecksville, Ohio 44141
Robert D. Koney, Jr. Vice President, Controller and Assistant Treasurer
Scott E. Kuechle Vice President and Treasurer
Ernest F. Schaub Vice President
250 No. Cleveland-Massillon Road
Akron, Ohio 44334-0501
</TABLE>
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<TABLE>
<S> <C>
William B. Sedlacek Vice President
9911 Brecksville Road
Brecksville, Ohio 44141-3247
Sandra F. Selby Vice President - Strategic Planning
George K. Sherwood Vice President - Tax Administration
David R. Watson Vice President
850 Lagoon Drive
Chula Vista, California 91910-2098
John A. Weaver Vice President
9911 Brecksville Road
Brecksville, Ohio 44141-3247
</TABLE>
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