8-K

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): September 11, 2014

ENPRO INDUSTRIES, INC.

(Exact name of Registrant, as specified in its charter)

North Carolina	001-31225	01-0573945
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

5605 Carnegie Boulevard, Suite 500

Charlotte, North Carolina 28209

(Address of principal executive offices, including zip code)

(704) 731-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 11, 2014, EnPro Industries, Inc. issued a press release announcing that it had priced $300.0 million aggregate principal amount of its 5.875% Senior Notes due 2022. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1 Press release of EnPro Industries, Inc. dated September 11, 2014

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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.

Date: September 11, 2014

ENPRO INDUSTRIES, INC.
By:	/s/ Robert S. McLean
	Robert S. McLean Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release of EnPro Industries, Inc. dated September 11, 2014

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EX-99.1

Exhibit 99.1

		News Release
Contact: Phone: Email:	Dan Grgurich Director, Investor Relations and Corporate Communications 704-731-1527 dan.grgurich@enproindustries.com	EnPro Industries 5605 Carnegie Boulevard Charlotte, North Carolina 28209-4674 Phone: 704 731 1500 Fax: 704-731-1511 www.enproindustries.com

Enpro Industries Prices $300 Million

5.875% Senior Notes Due 2022

CHARLOTTE, N.C., September 11, 2014 – EnPro Industries, Inc. (NYSE: NPO) (“EnPro”) today announced it priced its previously announced offering of its senior notes due 2022 (the “Senior Notes”). The face value of the Senior Notes is $300 million with an annual interest rate of 5.875%. The Senior Notes were priced at 99.215% of their face value. The offer was made in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Senior Notes offering is expected to close on September 16, 2014.

EnPro intends to use a portion of the net proceeds of the offering of the Senior Notes to repay borrowings under its senior secured revolving credit facility made to fund the purchase of any and all of $74.78 million in aggregate principal amount of its 3.9375% Convertible Senior Debentures due 2015 (the “Convertible Debentures”) validly tendered, and accepted for purchase, pursuant to a cash tender offer (the “Tender Offer”) that EnPro commenced on August 11, 2014.

EnPro intends to apply the remaining net proceeds to repay all remaining borrowings and accrued interest outstanding under its senior secured revolving credit facility, to pay fees and expenses related to the offering and the Tender Offer and for other general corporate purposes, which may in the future include retiring any Convertible Debentures not purchased in the Tender Offer.

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, securities or an offer to purchase, or a solicitation of an offer to purchase, or a call for redemption of, any securities. Any offer of the Senior Notes will be made only by means of a private offering memorandum. The Tender Offer is being made solely pursuant to an offer to purchase, as amended, and the related letter of transmittal, which set forth the complete terms of the Tender Offer. The Senior Notes are not being registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

Forward-Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained under the heading of “Risk Factors” listed from time to time in EnPro’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2013 and its Quarterly Report on Form 10-Q for the period ended June 30, 2014.