-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GlxzfoSssWEO+/jNnfRygG7nb+aENoDxSulMlFWwkNRlZOrohAz7+ak1UA2I4fuj JV9JrJNN9fln+6XZD/Uo1w== 0000201493-96-000014.txt : 19961202 0000201493-96-000014.hdr.sgml : 19961202 ACCESSION NUMBER: 0000201493-96-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961120 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19961126 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLTEC INDUSTRIES INC CENTRAL INDEX KEY: 0000201493 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 131846375 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07568 FILM NUMBER: 96672684 BUSINESS ADDRESS: STREET 1: 430 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129400400 MAIL ADDRESS: STREET 1: 430 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: COLT INDUSTRIES INC DATE OF NAME CHANGE: 19900913 FORMER COMPANY: FORMER CONFORMED NAME: PENN TEXAS CORP DATE OF NAME CHANGE: 19680318 FORMER COMPANY: FORMER CONFORMED NAME: FAIRBANKS WHITNEY CORP DATE OF NAME CHANGE: 19680318 8-K 1 TEST 8-K UNITED STATES 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): November 20, 1996 Coltec Industries Inc (Exact name of registrant as specified in its charter) Pennsylvania 1-7568 13-1846375 (State or other juris- (Commission (I.R.S. Employer diction of incorporation) File Number) Identification No.) 3 Colisuem 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 Item 5. Other Events. On November 20, 1996, the Registrant issued a press release announcing that it has commenced a tender offer and consent solicitation to redeem its 9 3/4% Senior Notes due November 1, 1999, 9 3/4% Senior Notes due April 1, 2000 and 10 1/4% Senior Subordinated Notes due April 1, 2002. A copy of the Registrant's press release is attached hereto as an exhibit and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99. Press release, dated November 20, 1996, announcing Coltec Industries Inc tender offer and consent solicitation for its 9 3/4% Senior Notes due November 1, 1999, 9 3/4% Senior Notes due April 1, 2000 and 10 1/4% Senior Subordinated Notes due April 1, 2002. 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 /s/ Robert J. Tubbs Date: November 26, 1996 By: Name: Robert J. Tubbs Title: Senior Vice President Exhibit 99 COLTEC INDUSTRIES INC COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR 9 3/4% SENIOR NOTES DUE NOVEMBER 1, 1999, 9 3/4% SENIOR NOTES DUE APRIL 1, 2000 AND 10 1/4% SENIOR SUBORDINATED NOTES DUE APRIL 1, 2002 Charlotte, NC, November 20, 1996 - Coltec Industries Inc (NYSE:COT) today announced that it has commenced a tender offer and consent solicitation for its 9 3/4% Senior Notes due 1999, 9 3/4% Senior Notes due 2000 and 10 3/4% Senior Subordinated Notes due 2002. A table detailing pertinent issues regarding the offers is attached. The tender offer for each of the debt securities is priced using the applicable fixed spread over the yield on the applicable U.S. Treasury Note indicated on the attached table as of 2:00 p.m., New York City time, on December 16, 1996, less the applicable consent payment per $1,000 principal amount. In conjunction with the tender offer, Coltec is soliciting consents to effect certain proposed amendments to the indentures under which the debt securities were issued, including the elimination of substantially all of the restrictive covenants contained in the respective indentures. The applicable consent payment per $1,000 principal amount will be paid on validly delivered consents in accordance with the offer. Holders of outstanding debt securities who validly tender their debt securities at or prior to 12:00 midnight, New York City time, on the applicable consent date and who do not thereafter withdraw such tender will receive the total consideration, equal to the tender offer consideration plus the applicable consent payment as indicated. Holders who validly tender their debt securities at or prior to 12:00 midnight, New York City time, on the applicable consent date and who thereafter withdraw such tender at or prior to 12:00 midnight, New York City time, on the expiration date of the tender offer will receive only the consent payment. Holders who validly tender (and do not withdraw) their debt securities after 12:00 midnight, New York City time, on the applicable consent date and at or prior to 12:00 midnight, New York City time, on the expiration date of the tender offer will receive only the tender offer consideration determined as indicated above, but not the consent payment. The offer and consent solicitation is conditioned, among other things, on Coltec's having received consents to the applicable proposed amendments from holders representing a majority in principal amount of the two series of senior debt securities outstanding and having entered into the supplemental indentures, as well as Coltec's having obtained the financing for the tender offer and the consent solicitation. In addition, the consent payment for the senior subordinated debt securities of Coltec will not become payable unless Coltec has received consents to the applicable proposed amendments from holders representing a majority in principal amount of the senior subordinated debt securities outstanding and has entered into the supplemental indenture containing the proposed amendments to the related senior subordinated indenture. To receive the applicable consent payment, holders must provide their consents to the proposed amendments by the applicable consent date, which will be one business day following the public announcement (by press release) of the occurrence of the applicable consent achievement date which, in the case of the two series of senior debt securities and of the senior subordinated debt securities, respectively, is the later of December 4, 1996, if on such date Coltec has received duly executed and unrevoked consents to the proposed amendments from holders representing a majority in principal amount of each series of senior debt securities or the senior subordinated debt securities, as the case may be, outstanding, or the first date thereafter that Coltec has received such number of consents. The tender offer expires at 12:00 midnight, New York City time, on December 18, 1996, unless extended. Lehman Brothers Inc. and NationsBanc Capital Markets, Inc. are dealer managers for the tender offer and consent solicitation, and D.F. King & Co., Inc. is the information agent. Coltec Industries is a diversified manufacturing company serving primarily aerospace and general industrial markets.
Fixed Note/ Outstanding Spread Reference Relevant Cusip Principal Reference Per note (Basis Treasury Bloomberg Consent Number Amount Date Amount Points) Security Page Payment 9 3/4% $148,000,000 11/1/1999 $1,000.00 100 7 1/2% U.S PX5 $10.00 Senior Treasury Notes due Note due 1999 October 31, Cusip No. 1999 196879 AD 2 9 3/4% $190,750,000 4/1/2000 $1,000.00 100 6 7/8% U.S. PX5 $10.00 Senior Treasury Notes due Note due 2000 March 31, Cusip No. 2000 196879 AA8 10 1/4% $218,080,000 4/1/1997 $1,051.25 50 6 5/8% U.S. PX3 $1.00 Senior Treasury Subordinated Note due Notes due March 31, 2002 1997 Cusip No. 196879 AB 6
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