UNITED STATES
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): April 9, 1998
Coltec Industries Inc
(Exact name of registrant as specified in its charter)
Pennsylvania 1-7568 13-1846375
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
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
Item 5. Other Events.
Attached as an Exhibit to this Report is the Press
Release issued by Coltec Industries Inc ("Coltec") on April
9, 1998 which announces the pricing of $130 million
aggregate liquidation value of 5 1/4% Trust Convertible
Preferred Securities to institutional buyers pursuant to
Rule 144A and to a limited number of international
"accredited investors" (as defined in Rule 501(a)(1), (2),
(3) or (7)) and the pricing of $300 million of 7 1/2% Senior
Notes to institutional buyers pursuant to Rule 144A
(collectively the "Securities").
In the Offering Circulars relating to the Securities,
Coltec disclosed that the Company is in the process of
exploring the disposition of the business of its Holley Per-
formance Products Inc subsidiary ("Holley"). Currently,
the Company is evaluating indications of interest from
several parties interested in an acquisition of the Holley
business and believes that a letter of intent or definitive
agreement regarding such acquisition may be executed in
the near future. For 1997, Holley had gross revenues and
operating income of $98.6 million and $7.7 million,
respectively. There can be no assurances that such a
transaction in respect of Holley will be consummated or as to
the timing or terms of such transaction.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1. Attached as an Exhibit to this Report is the Press
Release issued by Coltec Industries Inc ("Coltec") on
April 9, 1998 which announces the pricing of $130
million aggregate liquidation value of 5 1/2% trust
convertible preferred securities to institutional
buyers pursuant to Rule 144A and to a limited number of
international "accredited investors" (as defined in
Rule 501(a)(1), (2), (3) or (7)) and the pricing of
$300 million of 7 1/2% Senior Notes to institutional
buyers pursuant to Rule 144A.
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
/s/Robert J. Tubbs
Date: April 9, 1998 By: Name: Robert J. Tubbs
Title: Executive Vice President
Exhibit 99.1
COLTEC INDUSTRIES ANNOUNCES THE PRICING OF $300 MILLION OF
SENIOR NOTES AND $130 MILLION CONVERTIBLE PREFERRED
SECURITIES
Charlotte, NC, April 9, 1998 - Coltec Industries Inc
(NYSE:COT) announced the pricing of its previously announced
private placements of $300 million principal amount 7 1/2%
Senior Notes due 2008 (Senior Notes) and $130 million
liquidation value of 5 1/4% Trust Convertible Preferred
Securities (Convertible Preferred Securities). The initial
purchasers of the Convertible Preferred Securities have also
exercised their option to purchase an additional $20 million
liquidation value of Convertible Preferred Securities to
cover over allotments.
Proceeds from both offerings will be used to reduce
indebtedness under Coltec's credit agreement and for general
corporate purposes. The primary purpose of the offerings is
to improve Coltec's balance sheet and extend the maturities
of Coltec's debt structure.
The Senior Notes will be senior obligations of Coltec
ranking pari passu in right of payment with all existing and
future senior debt of Coltec. The Senior Notes will be
guaranteed and secured equally and ratably with loans by the
lenders under the Company's credit facility.
The Convertible Preferred Securities will be entitled to
preferred distributions from Coltec Capital Trust of 5 1/4% per
annum and will be convertible, at the option of the holders
thereof, into common stock of Coltec at a price of $29 5/16
per common share, representing a conversion premium of 25%
over the closing sales price on April 7 of $23 7/16 for
Coltec common stock on the New York Stock Exchange.
The Convertible Preferred Securities and the Senior Notes
are being sold in separate private placements to qualified
institutional buyers pursuant to Rule 144A under the
Securities Act of 1933 (the "Securities Act") and, in the
case of the Convertible Preferred Securities, to a limited
number of institutional accredited investors and, in the
case of the Senior Notes, to certain persons in offshore
transactions in reliance on Regulation S under the
Securities Act.
No registration statement relating to either the Convertible
Preferred Securities or the Senior Secured Notes has been
filed with the Securities and Exchange Commission, and
neither the Convertible Preferred Securities nor the Senior
Secured Notes may be offered or sold in the United States
absent registration or an applicable exemption therefrom,
under Rule 144A, or otherwise. This press release shall not
constitute an offer to sell or the solicitation of an offer
to buy, nor shall there be any sale of either the
Convertible Preferred Securities or the Senior Secured Notes
in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state.
Coltec Industries is a diversified manufacturing company
serving primarily aerospace and general industrial markets.
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