[LOGO] COLTEC INDUSTRIES INC
430 PARK AVENUE
NEW YORK, NEW YORK 10022
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SUPPLEMENT
TO
PROXY STATEMENT DATED MAY 25, 1994
This constitutes a Supplement (the "Supplement") to the Proxy Statement
dated May 25, 1994 (the "Proxy Statement"), furnished in connection with the
solicitation on behalf of the Board of Directors of Coltec Industries Inc
("Coltec") of proxies for use at the Annual Meeting of Shareholders of Coltec to
be held on June 21, 1994, and at any adjournments thereof. The approximate date
on which this Supplement and the accompanying form of proxy will first be sent
to Coltec's shareholders is June 8, 1994.
On June 6, 1994, representatives of The Morgan Stanley Leveraged Equity Fund
II, L.P. ("MSLEF II") informed Coltec that MSLEF II and Colt Equity Investors,
L.P. ("Colt L.P.") had distributed in kind 16,539,263 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of Coltec to their respective
partners. Such shares constitute all the shares of Common Stock held by MSLEF II
and Colt L.P. The sole general partners of each of MSLEF II and Colt L.P. are
wholly owned subsidiaries of Morgan Stanley Group Inc. ("Morgan Stanley Group").
Following such distribution, Morgan Stanley Group, First Plaza Group Trust and
Leeway & Co. beneficially owned 6.1 million, 5.8 million, and 3.8 million shares
of Common Stock, respectively, constituting 8.8%, 8.3% and 5.5%, respectively,
of the outstanding Common Stock. Morgan Stanley Group, First Plaza Group Trust
and Leeway & Co. are partners of each of MSLEF II and Colt L.P.
In connection with such distribution, Donald P. Brennan, Frank V. Sica and
Howard I. Hoffen resigned from the Board of Directors of Coltec, and Messrs.
Brennan and Hoffen resigned from the Stock Option and Compensation Committee.
Messrs. Brennan, Sica and Hoffen are employees of Morgan Stanley & Co.
Incorporated. As a result of such resignations, the Board of Directors currently
consists of David I. Margolis, John W. Guffey, Jr., Paul G. Schoen, Joel Moses,
J. Bradford Mooney, Jr., Salvatore J. Cozzolino and Andrew C. Hilton.
The Board of Directors has reduced the number of Directors to be elected at
the Annual Meeting, and the number of the Board's nominees for election as such
Directors, to six. The names of Messrs. Brennan, Sica and Hoffen have been
withdrawn from nomination for election as Directors at the Annual Meeting. No
substitute nominees will be proposed by the Board in lieu of any of such three
resigning Directors. Mr. Cozzolino and Dr. Hilton, each of whom retired from
Coltec in January 1994, have not been nominated for reelection as Directors by
the Board of Directors.
In connection with the foregoing, the first three paragraphs of "PROPOSAL 1
- - - -- Election of Directors" of the Proxy Statement are amended to read as follows:
"PROPOSAL 1 -- ELECTION OF DIRECTORS
One purpose of the meeting is to elect six directors to serve until the next
Annual Meeting or until their successors are elected and qualified. The six
nominees receiving the greatest number of votes cast by the holders of the
Common Stock entitled to vote at the meeting will be elected directors of Coltec
(assuming a quorum is present). All proxies will be voted in accordance with
instructions contained thereon. ALL PROXIES ON PROXY CARDS WITH RED LETTERING ON
THE SIGNATURE SIDE AND ALL PROXIES ON PROXY CARDS WITH BLACK LETTERING ON THE
SIGNATURE SIDE ON WHICH THE BOX "FOR ALL NOMINEES STANDING FOR ELECTION" HAS
BEEN MARKED (OR ON WHICH NEITHER SUCH BOX NOR THE BOX "WITHHOLD FOR ALL" HAS
BEEN MARKED) WILL BE VOTED FOR THE SIX NOMINEES NAMED BY THE BOARD OF DIRECTORS
AND LISTED BELOW (OTHER THAN ANY THEREOF WITH RESPECT TO WHICH AUTHORITY TO VOTE
FOR SUCH NOMINEE SHALL HAVE BEEN WITHHELD). If no specific instructions are
given, the persons named as proxies in the accompanying form of proxy will vote
for the six nominees named by the Board of Directors of Coltec and listed below.
In the event that, by reason of death or other unexpected occurrence, any one or
more of such nominees shall not be available for election, the persons named as
proxies in the form of proxy have advised that they will
vote for such substitute nominees as the Board of Directors of Coltec may
propose. A vote FOR the nominees includes discretionary authority to vote for a
substitute nominee if any of the nominees listed becomes unable or unwilling to
serve.
The persons named below have been so nominated by the Board of Directors of
Coltec:
DIRECTOR OF
COLTEC (OR
PREDECESSOR)
NAME, AGE AND BUSINESS EXPERIENCE DURING PAST FIVE YEARS SINCE
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John W. Guffey, Jr., 56.......................................................................... 1991
President and Chief Operating Officer of Coltec since May 1991. From prior to 1989 to May 1991
he was the President of the Mechanical Packing Division of Garlock Inc, a wholly owned
subsidiary of Coltec, and served as a Group President.
David I. Margolis, 64............................................................................ 1963
Chairman of the Board and Chief Executive Officer of Coltec since prior to 1989. President of
Coltec from prior to 1989 to May 1991. Director of Burlington Industries, Inc.
J. Bradford Mooney, Jr., 63...................................................................... 1992
Chairman of the Audit Committee and member of the Stock Option and Compensation Committee of
Coltec. Rear Admiral, United States Navy (retired). President and Managing Director of Harbor
Branch Oceanographic Institution, Inc. from January 1989 to March 1992. Consultant in ocean
engineering and research management following retirement from the U.S. Navy in September 1987.
Joel Moses, 52................................................................................... 1992
Chairman of the Stock Option and Compensation Committee and member of the Audit Committee of
Coltec. Dean, School of Engineering and D.C. Jackson Professor of Computer Science and
Engineering, Massachusetts Institute of Technology ("MIT"), since January 1991. Head of the
Department of Electrical Engineering and Computer Science of MIT from prior to 1989 to August
1989. Visiting Professor, Harvard Graduate School of Business Administration from September
1989 to June 1990. Director of Analog Devices, Inc.
Paul G. Schoen, 50............................................................................... 1994
Executive Vice President, Finance, Treasurer, and Chief Financial Officer of Coltec since
January 1994. Senior Vice President, Finance, Treasurer and Chief Financial Officer of Coltec
from May 1991 to December 1993. Senior Vice President and Controller of Coltec from January
1991 to May 1991. Vice President-Accounting of Coltec from prior to 1989 to December 1990.
Richard A. Stuckey, 62........................................................................... --
Chief Economist, E.I. du Pont de Nemours and Company, since prior to 1989.
Coltec anticipates that as soon as practicable after the Annual Meeting, an
additional Director having no other affiliation with Coltec will be appointed to
the Board with the result that the Board would then be comprised of a majority
of members having no other affiliation with Coltec.
Coltec anticipates that following the Annual Meeting, the Stock Option and
Compensation Committee will be comprised of Mr. Mooney and Professor Moses."
Proposals 2, 3, 4, 5 and 6 as set forth in the Proxy Statement are
unchanged.
GENERAL
Any proxy being solicited herewith may be revoked at any time prior to its
exercise, but the revocation of the proxy shall not be effective until notice
thereof has been given to the Secretary. Appearance in person at the Annual
Meeting will not constitute a revocation of an otherwise valid
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proxy. In the event that shares are represented by more than one properly
executed proxy, the proxy bearing the most recent date will be voted at the
Annual Meeting. IF A PROXY HAS BEEN OR SHALL BE VALIDLY GIVEN ON A PROXY CARD
WITH RED LETTERING ON THE SIGNATURE SIDE, SUCH PROXY WILL REMAIN IN EFFECT
UNLESS OTHERWISE REVOKED.
Each shareholder of record on May 3, 1994, is entitled to vote every share
held in his or her name on the books of Coltec. On May 3, 1994, there were
outstanding 69,802,681 shares of Common Stock (not including 140,660 shares held
in treasury and 25,000,000 shares held by a wholly owned subsidiary). Coltec's
transfer books will not be closed. Each share that may be voted at the Annual
Meeting is entitled to one vote on all matters to be considered. Votes will be
counted and certified by the Inspector of Election, who is an employee of
Chemical Bank, Coltec's independent Transfer Agent and Registrar. Under
Securities and Exchange Commission rules, boxes and designated blank spaces are
provided on the accompanying form of proxy for shareholders to mark if they wish
either to abstain on one or more of the proposals or to withhold authority to
vote for one or more nominees for Director. Votes withheld in connection with
the election of one or more of the nominees for Director will not be counted as
votes cast for such individual. In accordance with Pennsylvania law, abstentions
are not counted in determining the votes cast in connection with Proposals 2, 3,
4, 5 and 6. Under New York Stock Exchange rules, the election of directors and
appointment of independent auditors are considered "discretionary" items upon
which brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions within ten days of the
shareholders' meeting.
The presence at the meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of stock entitled to vote is the required
quorum for the transaction of business at the meeting.
By order of the Board of Directors
David I. Margolis
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
New York, New York
June 8, 1994
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CONFIDENTIAL VOTING INSTRUCTIONS
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Common Stock
The shares to which these instructions relate will be voted as directed. If no
direction is given when the duly executed instructions are returned, the shares
will be voted in the same proportion as instructions are received for shares
credited to the accounts of participants in the Walbar Canada Inc. Employee
Savings and Profit Sharing Plan.
PLEASE MARK YOUR CHOICE LIKE THIS: / / IN BLUE OR BLACK INK
The undersigned hereby instructs the Trustees of the Walbar Canada Inc.
Employee Savings and Profit Sharing Plan, to vote all stock of Coltec
Industries Inc credited to my account in the Walbar Canada Inc. Employee
Savings and Profit Sharing Plan at the annual meeting of shareholders of Coltec
Industries Inc to be held at 9:00 am, local time, on Tuesday, June 21, 1994, at
the Peabody, 149 Union Avenue, Memphis, Tennessee, and at any adjournment or
adjournments thereof, on the items of business set forth below and on such
other business as may properly come before the meeting.
PROPOSAL 1 - Election of the following nominees as Directors:
John W. Guffey, Jr., David I. Margolis,
J. Bradford Mooney, Jr., Joel Moses, Paul G. Schoen
and Richard A. Stuckey.
Instructions to vote for the nominees includes discretionary authority to vote
for a substitute nominee if any of the nominees listed becomes unable or
unwilling to serve.
FOR ALL NOMINEES / /
WITHHELD FOR ALL NOMINEES / /
Withheld for the following only (write the
name of the nominee(s) in the space below)
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PROPOSAL 2 - 1994 Long-Term Incentive Plan
For Against Abstain
/ / / / / /
PROPOSAL 3 - Amendment to 1992 Stock Option and Incentive Plan
For Against Abstain
/ / / / / /
PROPOSAL 4 - Annual Incentive Plan
For Against Abstain
/ / / / / /
PROPOSAL 5 - 1994 Stock Option Plan for Outside Directors
For Against Abstain
/ / / / / /
PROPOSAL 6 - Appointment of Independent Auditors
For Against Abstain
/ / / / / /
DATE:
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SIGNATURE:
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CONFIDENTIAL VOTING INSTRUCTIONS
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Common Stock
The shares to which these instructions relate will be voted as directed. If no
direction is given when the duly executed instructions are returned, the shares
will be voted in the same proportion as instructions are received for shares
credited to the accounts of participants in the Walbar Savings Plan.
PLEASE MARK YOUR CHOICE LIKE THIS: / / IN BLUE OR BLACK INK
The undersigned hereby instructs the Trustees of the Walbar Stock Fund of the
Walbar Savings Plan, to vote all stock of Coltec Industries Inc credited to my
account in the Walbar Stock Fund of the Walbar Savings Plan at the annual
meeting of shareholders of Coltec Industries Inc to be held at 9:00 am, local
time, on Tuesday, June 21, 1994, at the Peabody, 149 Union Avenue, Memphis,
Tennessee, and at any adjournment or adjournments thereof, on the items of
business set forth below and on such other business as may properly come before
the meeting.
PROPOSAL 1 - Election of the following nominees as Directors:
John W. Guffey, Jr., David I. Margolis,
J. Bradford Mooney, Jr., Joel Moses, Paul G. Schoen
and Richard A. Stuckey.
Instructions to vote for the nominees includes discretionary authority to vote
for a substitute nominee if any of the nominees listed becomes unable or
unwilling to serve.
FOR ALL NOMINEES / /
WITHHELD FOR ALL NOMINEES / /
Withheld for the following only (write the
name of the nominee(s) in the space below)
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PROPOSAL 2 - 1994 Long-Term Incentive Plan
For Against Abstain
/ / / / / /
PROPOSAL 3 - Amendment to 1992 Stock Option and Incentive Plan
For Against Abstain
/ / / / / /
PROPOSAL 4 - Annual Incentive Plan
For Against Abstain
/ / / / / /
PROPOSAL 5 - 1994 Stock Option Plan for Outside Directors
For Against Abstain
/ / / / / /
PROPOSAL 6 - Appointment of Independent Auditors
For Against Abstain
/ / / / / /
DATE:
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SIGNATURE:
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COLTEC INDUSTRIES COLTEC INDUSTRIES INC
430 PARK AVENUE
NEW YORK, NEW YORK
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints DAVID I. MARGOLIS and JOHN W. GUFFEY, JR., and
each of them, with full power of substitution, as proxy or proxies to vote all
stock of Coltec Industries Inc owned by the undersigned, with like effect as if
the undersigned were personally present and voting at the annual meeting of
shareholders of Coltec Industries Inc to be held at 9:00 a.m., local time, on
Tuesday, June 21, 1994 at the Peabody, 149 Union Avenue, Memphis, Tennessee,
and at any adjournment or adjournments thereof, on the items of business set
forth on the reverse side hereof and on such other business as may properly come
before the meeting and hereby revokes any proxy or proxies heretofore given.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN ON THE REVERSE SIDE AND
RETURN PROMPTLY.
See Reverse Side
X PLEASE MARK YOUR CHOICES LIKE THIS
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED,
SUCH SHARES WILL BE VOTED "FOR" THE NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSALS
2, 3, 4, 5 AND 6.
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COMMON
The Board of Directors recommends a vote "FOR" the nominees in Proposal 1 and
"FOR" Proposals 2, 3, 4, 5 and 6.
FOR ALL NOMINEES STANDING FOR ELECTION / / WITHHELD FOR ALL / /
Proposal 1 - Election of the following nominees as Directors:
David I. Margolis J. Bradford Mooney, Jr.
Joel Moses Paul G. Schoen
John W. Guffey, Jr. Richard A. Stuckey
Withhold for the following only
(Write the name of the nominee(s) in the space below)
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A vote FOR the nominees includes discretionary authority to vote for a
substitute nominee if any of the nominees listed becomes unable or unwilling to
serve.
FOR / / AGAINST / / ABSTAIN / /
Proposal 2 - 1994 Long-Term Incentive Plan
Proposal 3 - Amendment to 1992 Stock Option and Incentive Plan
Proposal 4 - Annual Incentive Plan
Proposal 5 - 1994 Stock Option Plan for Outside Directors
Proposal 6 - Appointment of Independent Auditors
Date: , 1994
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Signature
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Signature
Note: Please sign as name appears above. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title.