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 5. OTHER EVENTS
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.
BFGoodrich's Registration Statement on Form S-3 (Registration No. 333-74987),
which was declared effective by the Securities and Exchange Commission on
April 9, 1999, is incorporated by reference herein. Upon effectiveness of the
Merger, holders of the 5-1/4% Convertible Preferred Securities, Term Income
Deferrable Equity Securities (TIDES) (SM)* (the "Securities") issued by Coltec
Capital Trust, a statutory business trust formed under the laws of the State
of Delaware ("Coltec Capital Trust"), have the right to convert each Security
into 0.955248 of a share of BFGoodrich common stock (the "Conversion Ratio").
The Conversion Ratio was determined by multiplying 1.7058, the number of
shares of Coltec common stock into which each Security was convertible under
the Indenture between Coltec and The Bank of New York, Trustee, dated as of
April 14, 1998, by 0.56, the number of shares of BFGoodrich common stock into
which each share of Coltec common stock was convertible under the Merger
Agreement. Upon effectiveness of the Merger, BFGoodrich fully and
unconditionally agreed to pay, to the extent not paid by Coltec Capital Trust,
distributions on the Securities to the extent that Coltec Capital Trust has
funds available, amounts payable upon the redemption of the Securities to the
extent that Coltec Capital Trust has funds available, and amounts due upon a
termination, dissolution or liquidation of Coltec Capital Trust to the extent
that Coltec Capital Trust has funds available. In addition, BFGoodrich agreed
to pay or perform, upon effectiveness of the Merger, Coltec's obligations under
Coltec's existing guarantee relating to the Securities to the extent not paid or
performed by Coltec, and Coltec's obligations under the indenture governing
Coltec's convertible junior subordinated debentures to the extent not paid
or performed by Coltec. BFGoodrich's obligations under its guarantee will be
subordinated to BFGoodrich's senior debt that is currently outstanding or that
BFGoodrich may incur in the future.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 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 Prospectus dated April 9, 1999, included in The B.F.Goodrich Company's
Registration Statement on Form S-3, Registration No. 333-74987, is
incorporated herein by reference.