May 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
On behalf of Coltec Industries Inc, a Pennsylvania corporation (the
"Company"), pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, and Rule 13a-11 promulgated thereunder, we are
transmitting herewith the Company's Current Report on Form 8-K,
including the exhibit thereto, pursuant to the Electronic Data
Gathering Analysis, and Retrieval system.
Very truly yours,
COLTEC INDUSTRIES INC
by Anthony J. diBuono
Executive Vice President
and Secretary
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 report): May 23, 1994
_____________________________
COLTEC INDUSTRIES INC
_______________________________________________________________________________
(Exact name of registrant as specified in its chapter)
Pennsylvania 1-7568 13-1846375
_______________________________________________________________________________
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
430 Park Avenue, New York, New York 10022
_______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 940-0400
__________________________
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Item 5. Other Events
_______________________
On May 23, 1994, the Registrant issued a press release announcing
the postponement of a secondary offering. A copy of the Registrant's press
release is attached hereto as an exhibit and is incorporated herein by
reference.
Item 7(c). Exhibits
___________________
99. Press release, dated May 23, 1994, announcing the postponement of a
secondary offering.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
COLTEC INDUSTRIES INC
By: Name: Anthony J. diBuono
Title: Executive Vice President
and Secretary
Dated: May 24, 1994
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Exhibit Index
_____________
Exhibit Page
Number Description Number
_______ _______________________ ______
99 Press release, dated 5
May 23, 1994 announcing
the postponement of a
secondary offering.
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EXHIBIT 99
C:28 FOR IMMEDIATE RELEASE
5/23/94 CONTACT: John Ennis
(212) 940-0529
COLTEC POSTPONES SECONDARY OFFERING
NEW YORK, NY, May 23, 1994 -- Coltec Industries Inc (NYSE:COT) announced
today that a proposed secondary offering of 23,211,084 outstanding shares
of its common stock has been postponed.
The shares that were to be offered represent holdings of certain selling
stockholders, including all the shares owned by The Morgan Stanley
Leveraged Equity Fund II, L.P. (MSLEF II). Due to uncertain market
conditions, representatives of MSLEF II informed the Company of the
decision not to proceed with the proposed offering at this time. MSLEF
II's representatives also said that they are considering several
alternatives including recommencing the public offering if market
conditions improve or effecting a distribution of MSLEF II's shares to its
partners.
Coltec Industries, based in New York, is a manufacturing company serving
aerospace, automotive and other industrial markets.
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