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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 14, 1998
COLTEC INDUSTRIES INC
(Exact name of registrant as specified in its charter)
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Pennsylvania 1-7568 13-1846375
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
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)
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ITEM 5. OTHER EVENTS
On December 14, 1998, Coltec Industries Inc ("Coltec") received a letter
(the "Crane Letter") dated as of such date from Crane Co. ("Crane"), in
which Crane alleges certain breach of contract claims arising in connection
with Coltec's announced business combination transaction with The
B.F.Goodrich Company ("BFGoodrich") and notifying Coltec that Crane had
filed a lawsuit against Coltec and BFGoodrich in respect of these claims.
On December 17, 1998, Coltec sent a letter dated as of such date (the
"Coltec Letter") to Crane in response to the Crane Letter stating that
Crane's claims are without merit, that Coltec will vigorously defend
against Crane's lawsuit and that the Board of Directors of Coltec had
reaffirmed its belief that the BFGoodrich transaction is in the best
interests of Coltec, its shareholders and other constituencies. On December
17, 1998, Coltec also made the Coltec Letter available to the public by
issuing a press release including the text of the Coltec Letter. Reference
is made to Exhibit 99.1 hereto, which is a copy of the Crane Letter, and
Exhibit 99.2 hereto, which is a copy of the Coltec Letter, 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
99.1 Letter, dated December 14, 1998, from R.S. Evans,
Chairman and Chief Executive Officer of Crane Co., to
the Board of Directors of Coltec Industries Inc.
99.2 Letter, dated December 17, 1998, from John W. Guffey,
Jr., Chairman and Chief Executive Officer of Coltec
Industries Inc, to R.S. Evans, Chairman and Chief
Executive Officer of Crane Co.
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: December 21, 1998 By: /S/ Robert J. Tubbs
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Robert J. Tubbs
Executive Vice President, General
Counsel and Secretary