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Exhibit 99.4
$300,000,000 AGGREGATE PRINCIPAL AMOUNT OF
7 1/2% SENIOR NOTES DUE 2008
OF
COLTEC INDUSTRIES INC
PURSUANT TO THE PROSPECTUS DATED , 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
TIME, ON , 1998, UNLESS EXTENDED. TENDERED
SECURITIES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE
EXPIRATION DATE OF THE EXCHANGE OFFER.
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus dated , 1998 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Coltec Industries
Inc (the "Company") to exchange its 7 1/2% Series B Senior Notes Due 2008 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended, for its outstanding 7 1/2% Senior Notes Due 2008 (the "Outstanding
Notes"), upon the terms and subject to the conditions described in the
Prospectus and the Letter of Transmittal. The Exchange Offer is being made in
order to satisfy certain obligations of the Company contained in the
Registration Rights Agreement dated as of April 16, 1998, among the Company and
the other signatories thereto.
This material is being forwarded to you as the beneficial owner of the
Outstanding Notes carried by us in your account but not registered in your name.
A TENDER OF SUCH OUTSTANDING NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Outstanding Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Outstanding Notes on your behalf in accordance
with the provisions of the Exchange Offer. The Exchange Offer will expire at
5:00 p.m., New York City time, on , 1998, unless extended by the Company
(the "Expiration Date"). Any Outstanding Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Outstanding Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Certain Conditions to
the Exchange Offer".
3. Any transfer taxes incident to the transfer of Outstanding Notes from
the holder to the Company will be paid by the Company, except as otherwise
provided in the Instructions in the Letter of Transmittal.
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4. The Exchange Offer expires at 5:00 p.m., New York City time, on ,
1998, unless extended by the Company.
If you wish to have us tender your Outstanding Notes, please so instruct us
by completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OUTSTANDING NOTES.
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INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Coltec
Industries Inc with respect to its Outstanding Notes.
This will instruct you to tender the Outstanding Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
Please tender the Outstanding Notes held by you for my account as indicated
below:
Aggregate Principal Amount of Outstanding Notes
7 1/2% Senior Notes Due 2008 ............... -------------------------------------------------
[ ] Please do not tender any Outstanding Notes
held by you for my account.
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Signature(s)
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Please print name(s) here
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Address(es)
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Area Code and Telephone Number
Dated:
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Tax Identification or Social Security No(s).
None of the Outstanding Notes held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the Outstanding Notes held
by us for your account.