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): July 12, 1999
COLTEC INDUSTRIES INC
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-7568 13-1846375
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704) 423-7000
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N/A
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On July 12, 1999, The B.F.Goodrich Company, a New York corporation
("BFGoodrich"), acquired Coltec Industries Inc, a Pennsylvania corporation
("Coltec"), pursuant to the merger (the "Merger") of Runway Acquisition
Corporation, a Pennsylvania corporation and a wholly owned subsidiary
of BFGoodrich ("Sub"), with and into Coltec. Upon consummation of the
Merger, Coltec became a wholly owned subsidiary of BFGoodrich. The Merger
was effected pursuant to an Agreement and Plan of Merger dated as of
November 22, 1998 among BFGoodrich, Sub and Coltec (the "Merger
Agreement"), incorporated by reference herein.
As a result of the Merger, each share of Coltec common stock was converted
into the right to receive 0.56 shares of BFGoodrich common stock, or
approximately 35,390,126 BFGoodrich common shares in the aggregate, with
cash being paid in lieu of fractional shares of BFGoodrich common stock.
Upon effectiveness of the Merger, the then outstanding and unexercised
options exercisable for shares of Coltec common stock were converted into
options exercisable for an aggregate of approximately 2,978,080 shares of
BFGoodrich common stock having the same terms and conditions as the Coltec
options, except that the exercise price and the number of shares issuable
upon exercise were divided and multiplied, respectively, by 0.56. In
addition, upon effectiveness of the Merger, holders of the 5-1/4%
Convertible Preferred Securities, Term Income Deferrable Equity Securities
(TIDES) (SM)* issued by Coltec Capital Trust, a statutory business trust
formed under the laws of the State of Delaware, received the right to
convert each such convertible preferred security into 0.955248 of a share
of BFGoodrich common stock, subject to certain adjustments.
The basic terms of the Merger and the relationships between Coltec and
BFGoodrich, and the respective directors and executive officers of Coltec
and BFGoodrich, were described in the Joint Proxy Statement/Prospectus
dated March 9, 1999 filed in connection with BFGoodrich's Registration
Statement on Form S-4 (Registration No. 333-74067), which is incorporated
by reference herein. The terms of the Merger were determined in accordance
with the Merger Agreement and were established through arm's length
negtiations between Coltec and BFGoodrich.
On July 12, 1999, BFGoodrich issued a press release, which is incorporated
by reference herein. Certain of the statements contained in the press
release that are not historical facts are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act. BFGoodrich's
actual results may differ materially from those included in the
forward-looking statements. Forward-looking statements are typically
identified by words or phrases such as "believe," "expect," "anticipate,"
"intend," "estimate," "are likely to be," and similar expressions.
(b) As of the effectiveness of the Merger, the Board of Directors of BFGoodrich
consists of the following individuals: David L. Burner, Diane C. Creel,
George A. Davidson, Jr., James J. Glasser, Jodie K. Glore, John W. Guffey,
Jr., William R. Holland, David I. Margolis, Douglas E. Olesen, Richard de
J. Osborne, Alfred M. Rankin, Jr., Robert H. Rau, James R. Wilson and A.
Thomas Young.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index
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* The terms Term Income Deferrable Equity Securities (TIDES) (SM) and
TIDES (SM) are registered service marks of Credit Suisse First Boston
Corporation.
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: July 12, 1999 By: /s/Nicholas J. Calise
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Nicholas J. Calise
Secretary
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1.1 Agreement and Plan of Merger dated as of November 22, 1998
among The B.F.Goodrich Company, Runway Acquisition
Corporation and Coltec Industries Inc (filed as Annex I to
the Joint Proxy Statement/Prospectus dated March 9, 1999
included in The B.F.Goodrich Company's Registration Statement
on Form S-4, Registration No. 333-74067, and incorporated
herein by reference)**
1.2 Press Release dated July 12, 1999
1.3 Joint Proxy Statement/Prospectus dated March 9, 1999
included in The B.F.Goodrich Company's Registration
Statement on Form S-4, Registration No. 333-74067, is
incorporated herein by reference.
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** The registrant hereby undertakes to furnish supplementally a copy of any
omitted schedule to this Agreement to the Securities and Exchange Commission
upon request.