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): November 23, 1998
COLTEC INDUSTRIES INC
(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-7568 13-1846375
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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
N/A
(Former Name or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS
On November 23, 1998, The B.F.Goodrich Company ("BFGoodrich") and Coltec
Industries Inc ("Coltec") issued a joint press release announcing that
BFGoodrich and Coltec have signed a definitive agreement for Coltec to merge
with BFGoodrich in a tax-free stock-for-stock transaction. Reference is made
to Exhibit 99.1 hereto which is a copy of the press release, Exhibit 2.1
hereto which is a copy of the definitive agreement, and Exhibit 99.2 hereto
which are copies of the cross stock option agreements between BFGoodrich and
Coltec, each of which is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
NONE.
(b) Pro Forma Financial Information
NONE.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of November 22,
1998 among The B.F.Goodrich Company, Runway
Acquisition Corporation and Coltec Industries Inc
(incorporated by reference to Exhibit 99.2 to The
B.F.Goodrich Company Current Report on Form 8-K dated
November 23, 1998 (File No. 1-892)).
Exhibit 99.1 Joint Press Release dated November 23, 1998, titled
"BFGoodrich and Coltec Industries to Merge in $2.2
Billion Transaction."
Exhibit 99.2 Company Stock Option Agreement dated as of
November 22, 1998 between The B.F.Goodrich Company
and Coltec Industries Inc and Parent Stock Option
Agreement dated as of November 22, 1998 between The
B.F.Goodrich Company and Coltec Industries Inc
(incorporated by reference to Exhibit 99.3 to The
B.F.Goodrich Company Current Report on Form 8-K
dated November 23, 1998 (File No. 1-892)).
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: November 24, 1998 By: /s/ David D. Harrison
David D. Harrison
Executive Vice President and
Chief Financial Officer
Exhibit 99.1
BF GOODRICH AND COLTEC INDUSTRIES TO MERGE IN $2.2 BILLION TRANSACTION
Merger Expected To Be Accretive To BFGoodrich EPS And Margins In First Year
Company Will Have Approximately $5.5 Billion In Revenues And Important
Franchises In Aerospace, Performance Materials and Engineered Industrial
Products
____________________
Richfield, OH and Charlotte, NC, November 23, 1998 -- The BFGoodrich
Company (NYSE: GR) and Coltec Industries (NYSE: COT) announced today a
strategic merger that will bring together two strong, profitable companies to
create an even stronger company with important franchises in the aerospace,
specialty chemicals and engineered industrial products industries.
Under the terms of a definitive agreement, approved by the Boards of both
companies, Coltec shareholders will receive 0.56 shares of BFGoodrich common
stock for each Coltec common share. Based on BFGoodrich's closing price of
$35.94 on Friday, November 20, the transaction is currently valued at $20.13
per Coltec share, or a total of approximately $2.2 billion, including the
assumption of Coltec debt. The transaction will be accounted for as a
pooling of interests and will be tax free to Coltec shareholders.
The transaction is expected to be accretive to BFGoodrich's 1999 earnings
and operating margins. The companies expect to achieve minimum annual cost
savings of approximately $60 million by 2001, with significant savings
beginning in 1999. The transaction is expected to be completed by as early as
Spring 1999 and is subject to approval by shareholders of both companies,
applicable regulatory authorities, and other customary conditions.
"This merger significantly enhances BFGoodrich's aerospace business and --
with Coltec's high-margin engineered industrial products business -- we are
adding an important third leg that balances our aerospace and performance
materials portfolio and enhances our excellent prospects for continued
growth, " said David L. Burner, chairman and chief executive officer of
BFGoodrich. "In aerospace, the combination will increase our ability
to meet customers' increasing demand to partner with suppliers who can offer
more products and more fully integrated systems. We expect also to achieve
meaningful synergies in serving the primary and aftermarket segments of the
industry."
Burner continued: "The engineered industrial products business adds another
platform for continued growth and we are delighted that John W. Guffey Jr.,
Coltec's chairman and chief executive officer, will become a member of our
Board of Directors, an executive vice president of BFGoodrich, and president
and chief operating officer of the industrial business."
Burner added: "Our performance materials businesses enjoy a strong position
in the global markets they serve and we remain committed to building these
businesses as they continue to make strong contributions to revenues and
income."
Together, the companies have estimated 1998 pro forma revenues of
approximately $5.5 billion and a market capitalization of approximately $4.0
billion. Current BFGoodrich shareholders will own approximately two-thirds,
and Coltec shareholders one-third, of the combined company. Headquarters of
The BFGoodrich Company will relocate to Charlotte, North Carolina.
Burner stated, "The decision to move our corporate headquarters out of
Northeast Ohio was extremely difficult. Nevertheless, we believe it is the
right decision at the right time for our company, our shareholders and our
customers."
John Guffey, Coltec's chairman and chief executive officer said, "This is a
great merger and one that we believe is compelling for the shareholders and
customers of both companies." Guffey continued, "Both BFGoodrich and Coltec
have excellent track records in rapidly integrating acquired companies, and
we both understand what it will take to achieve the promise of this merger.
Together, the companies will have significantly greater balance, resources
and financial strength to pursue an aggressive growth strategy and to deliver
superior value for our shareholders."
In addition to Burner and Guffey, other key operating executives are Marshall
Larsen, who will be president and chief operating officer of the combined
Aerospace segment, and David Price, president and chief operating officer of
Performance Materials. Both Larsen and Price are also executive vice
presidents of BFGoodrich. Guffey and two other Coltec directors will join
the BFGoodrich Board, increasing its size from 12 to 15 members.
Morgan Stanley Dean Witter is serving as financial advisor to BFGoodrich
and Credit Suisse First Boston is serving as financial advisor to Coltec.
-more-
Coltec Industries is a leading producer of aerospace and industrial
products and is headquartered in Charlotte, NC.
BFGoodrich provides aircraft systems and services and manufactures
performance materials that are sold to customers worldwide and used in
thousands of consumer and industrial products.
***
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 The BFGoodrich Company and
Coltec Industries reports filed with the Securities and Exchange Commission,
including but not limited to both companies' 1997 Annual Reports on Form 10-K.
Contacts:
For BFGoodrich For Coltec Industries
Media, Rob Jewell, (330) 659-7999 David Harrison, (704) 423-7010
Or Kevin Ramundo, (704) 423-7024
Investors, John Bingle (330) 659-7788 Or
Sard Verbinnen & Co.
Paul Verbinnen/David Reno/Debra Miller
(212) 687-8080
NOTE TO EDITORS: B-roll footage from both companies will be fed via
satellite at the following times and coordinates:
DAY/TIME: Monday, November 23, 1998, 8:00am - 8:15am (EST)
COORDINATES: Galaxy 6, C-Band Transponder 11, Audio 6.2 & 6.8
DAY/TIME: Monday, November 23, 1998, 2:00pm - 2:15pm (EST)
COORDINATES: Galaxy 6, C-Band Transponder 5, Audio 6.2 & 6.8