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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
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Date of Report (Date of earliest event reported): April 8, 1999
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) (I.R.S. Employer
of incorporation) Identification Number)
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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 April 9, 1999, the shareholders of Coltec Industries Inc ("Coltec")
voted to approve and adopt an Agreement and Plan of Merger dated as of
November 22, 1998 among The B.F.Goodrich Company ("BFGoodrich"), Runway
Acquisition Corporation and Coltec (the "Merger Agreement"). In addition,
on April 9, 1999, the shareholders of BFGoodrich voted to adopt a proposal
to approve the issuance of shares of BFGoodrich common stock necessary to
consummate the transactions contemplated by the Merger Agreement. On April
9, 1999, Coltec issued a press release, a copy of which is attached as an
exhibit hereto and incorporated by reference herein.
On April 8, 1999, Coltec, Menasco Aerospace Ltd ("Menasco"), which is a
subsidiary of Coltec, BFGoodrich and AlliedSignal, Inc. ("AlliedSignal")
entered into and filed a stipulated order (the "Stipulated Order"). A copy
of a press release issued jointly by BFGoodrich and Coltec describing the
Stipulated Order is attached as an exhibit hereto and incorporated by
reference herein. The Stipulated Order relates to the lawsuit filed by
AlliedSignal on February 26, 1999 in the United States District Court for
the Northern District of Indiana (the "Court") against Coltec, Menasco and
BFGoodrich (the "AlliedSignal Litigation"), and the judge presiding over
the AlliedSignal Litigation, the Honorable Allen Sharp, is expected to
approve the Stipulated Order. As previously disclosed, the AlliedSignal
Litigation seeks to prevent the proposed merger transaction between
BFGoodrich and Coltec (the "Merger"). AlliedSignal, BFGoodrich, Coltec and
Menasco entered into the Stipulated Order in order to allow the parties to
focus on expedited discovery and hearing preparation in the limited time
available and in order to minimize the number of motions before the Court.
Accordingly, BFGoodrich and Coltec agreed not to consummate the Merger
until the earlier of: (i) May 1, 1999 or the day succeeding any preliminary
injunction hearing held prior to May 1, 1999, and (ii) a decision from the
Court either granting BFGoodrich's and Coltec's pending motions to dismiss
in their entirety or granting Coltec's motion to refer to arbitration and
BFGoodrich's pending motion to stay pending arbitration (collectively, the
"Motions"), provided, however, that in the case of any disposition of the
Motions which preserves the preliminary injunction hearing before the Court
as currently scheduled, BFGoodrich and Coltec will not consummate the
Merger before May 1, 1999, or the day succeeding any preliminary injunction
hearing held prior to May 1, 1999. As previously disclosed, Coltec and
BFGoodrich intend to vigorously defend the matters relating to the
AlliedSignal Litigation; however, the outcome of these matters could delay
or prevent the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
See Exhibit Index
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: April 9, 1999 By: /s/ Robert J. Tubbs
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Robert J. Tubbs
Executive Vice President,
General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1.1 Press Release dated April 9, 1999
1.2 Press Release dated April 9, 1999