Exhibit 99.1
News Release
| | | | | |
Investor Contact: | | Don Washington | | |
| | | Director, Investor Relations and | | EnPro Industries |
| | | Corporate Communications | | |
| | | | | 5605 Carnegie Boulevard |
| | | | | Charlotte, North Carolina 28209-4674 |
Phone: | | 704-731-1527 | | Phone: 704 731 1500 |
| | | | | Fax: 704-731-1511 |
Email: | | don.washington@enproindustries.com | | www.enproindustries.com |
ENPRO INDUSTRIES ANNOUNCES PROPOSED OFFERING
OF CONVERTIBLE SENIOR DEBENTURES
CHARLOTTE, NC, October 19, 2005 — EnPro Industries, Inc. (NYSE: NPO), announced today its intention to offer to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”), $150 million in aggregate principal amount of Convertible Senior Debentures due 2015. The company also intends to grant the initial purchasers an option to purchase up to an additional $22.5 million principal amount of the debentures. The debentures will be senior unsecured obligations of the company and will be convertible, under certain circumstances, into a combination of cash and common stock of the company.
EnPro intends to use a portion of the net proceeds to enter into convertible debenture hedge and warrant transactions, which are expected to reduce potential dilution to EnPro’s common stock from conversion of the debentures and to have the effect to the company of increasing the conversion price of the debentures. The parties to such transactions have advised the company that they expect to take positions in the company’s common stock in secondary market transactions and/or enter into various derivative transactions at or possibly after the pricing of the debenture.
The company intends to use the remaining net proceeds of the offering, together with available cash, to fund the redemption of its $145.0 million in outstanding TIDES securities and for general corporate purposes. Pricing of the debentures is subject to the company’s satisfaction with the final terms, including conversion premium and coupon rate.
This press release does not constitute an offer to sell or the solicitation of any offer to buy any securities. The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. The securities to be offered have not been registered under the Securities Act, or any state securities laws, and unless so registered may not be offered or
sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities.
Forward-Looking Statements
Statements in this release that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: completion of the proposed offering transaction on the terms described above, the resolution of current and potential future asbestos claims against certain of our subsidiaries which depends on such factors as the possibility of asbestos reform legislation, the financial viability of insurance carriers, the timing of payments of claims and related expenses, the timing of insurance collections, limitations on the amount that may be recovered from insurance carriers, the bankruptcies of other defendants and the results of litigation; general economic conditions in the markets served by our businesses, some of which are cyclical and experience periodic downturns; prices and availability of raw materials; and the amount of any payments required to satisfy contingent liabilities related to discontinued operations of our predecessors, including liabilities for certain products, environmental matters, guaranteed debt and lease payments, employee benefit obligations and other matters. Our filings with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2004, and the Forms 10-Q for the quarters ended March 31 and June 30, 2005, describe these and other risks and uncertainties in more detail. We do not undertake to update any forward-looking statement made in this release to reflect any change in management’s expectations or any change in the assumptions or circumstances on which such statements are based.
