-----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, IIRrt19No3qMZ91zJnZttNlPpR5kn0jpYBXumQcrttEY+TC5s6BYds5qodfrl2t7 WzhkaewPwCVnwVUBNF19cQ== 0000950123-99-000100.txt : 19990111 0000950123-99-000100.hdr.sgml : 19990111 ACCESSION NUMBER: 0000950123-99-000100 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-52975 FILM NUMBER: 99503389 BUSINESS ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044237000 MAIL ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLTEC CAPITAL TRUST CENTRAL INDEX KEY: 0001061992 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-52975-01 FILM NUMBER: 99503390 BUSINESS ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044237000 424B3 1 PROSPECTUS SUPPLEMENT 1 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) (To Prospectus dated August 18, 1998) Registration File No. 333-52975 and 333-52975-01 3,000,000 TIDES(SM)* COLTEC CAPITAL TRUST 5 1/4% Convertible Preferred Securities Term Income Deferrable Equity Securities (TIDES)(SM)* (liquidation amount $50 per Convertible Preferred Security) fully and unconditionally guaranteed on a subordinated basis by, and convertible into Common Stock of, COLTEC INDUSTRIES INC Distributions payable January 15, April 15, July 15 and October 15. --------------------------- This Prospectus Supplement contains certain updating information regarding the Selling Holders. --------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------- *THE TERMS TERM INCOME DEFERRABLE EQUITY SECURITIES (TIDES)(SM) AND TIDES(SM) ARE REGISTERED SERVICEMARKS OF CREDIT SUISSE FIRST BOSTON CORPORATION. The date of this Prospectus Supplement is January 8, 1999 2 SELLING HOLDERS The Convertible Preferred Securities were originally issued by the Trust and sold by Credit Suisse First Boston Corporation, Lehman Brothers Inc. and CIBC Oppenheimer Corp. (the "Initial Purchasers"), in a transaction exempt from the registration requirements of the Securities Act, to persons reasonably believed by such Initial Purchasers to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). The Selling Holders may from time to time offer and sell pursuant to this Prospectus any or all of the Convertible Preferred Securities, any Convertible Junior Subordinated Debentures and Common Stock issued upon conversion of the Convertible Preferred Securities. The following table sets forth information with respect to the record holders of the Convertible Preferred Securities as of January 8, 1999. Such information has been obtained from the Selling Holders and the Property Trustee. The term Selling Holder includes the beneficial owners of the Convertible Preferred Securities and their transferees, pledgees, donees or other successors.
NUMBER OF CONVERTIBLE SELLING HOLDER PREFERRED SECURITIES -------------- -------------------- Lipper Convertibles, L.P. 291,500 Credit Suisse First Boston Corporation 155,000 Lord Abbett Bond Debenture Fund, Inc. 150,000 Oppenheimer Convertible Securities Fund 120,000 J.P. Morgan & Co. Inc. 120,000 Deutsche Bank A.G. London 100,000 The Northwestern Mutual Life Insurance Company 80,000 Van Kampen American Capital Harbor Fund 76,900 Shriner's Hospitals for Children 60,000 KA Management Ltd. 52,500 Lehman Brothers, Inc. 50,000 President & Fellows of Harvard College 50,000 Teachers Insurance and Annuity Association of America 50,000 Smith Barney Convertible Fund 50,000 State of Oregon/SAIF Corporation 30,000 PRIM Board 29,000 The Concordia Retirement Plan of the Lutheran Church--Missouri Synod 28,000 The Class IC Company, Ltd. 22,500 Arkansas PERS 22,250 Castle Convertible Fund, Inc. 22,000 Security Insurance Company of Hartford 20,000 Hatchbeam & Co. 18,500 Carrigaholt Capital (Bermuda) L.P. 17,500 State of Delaware PERS 15,500 Oxford Fund 15,000 Combined Insurance Company of America 12,000 The Gabelli Convertible Securities Fund, Inc. 11,000 Capitol American Life Insurance Co.--Convertible 10,500 American Travellers Life Insurance Co.--Convertible 10,500 KA Trading LP. 10,500 Associated Electric & Gas Insurance Services Limited 10,000 Great American Reserve Insurance Co.--Convertible 10,000 The Northern Trust Company 10,000 Van Kampen American Capital Convertible Securities Fund 8,100 Cova Bond Debenture 7,000 ICI American Holdings Trust 6,750 Zeneca Holdings Trust 6,750
3 Beneficial Standard Life Insurance Co.--Convertible 6,000 Third Avenue High Yield Fund 5,000 ELF Aquitaine 3,000 The Connecticut Hospice, Inc. 2,000 National Pen & Associates Profit Sharing Plan 2,000 Echlin Inc. Convertible 2,000 Eagle Asset Management 1,500 D.S.U. Charitable Trust 1,400 Forest Alternative Strategies Fund II LP Series A-5I 1,200 Children's Surgical Associates Inc Pen 1,000 Children's Surgical Associates PSP 1,000 LLT Limited 900 Forest Alternative Strategies Fund II LP Series A-5M 600 Ursuline Provincialate Eastern Province 400 Marian Residence Fund 200 MFS Series Trust I--MFS Convertible Securities Fund 100 --------- Total 1,787,550 =========
No Selling Holder has, or within the past three years has had, any position, office or other material relationship with the Trust or the Company or any of their predecessors or affiliates. After the Selling Holders have sold the amount of Securities being offered pursuant to this Prospectus, the Selling Holders will not hold any Securities. The Registration Statement of which the Prospectus is a part has been filed pursuant to Rule 415 under the Securities Act to afford the holders of the Convertible Preferred Securities (including shares of Common Stock issuable upon conversion of the Convertible Preferred Securities) the opportunity to sell their Securities in public transactions rather than pursuant to an exemption from the registration and prospectus delivery requirements of the Securities Act. In order to avail itself of that opportunity, a Selling Holder not listed in the table above must notify the Company of its intention to sell Securities and provide such other information concerning the Selling Holder and the Securities to be sold as may then be required by the Securities Act and the rules and regulations thereunder, as applicable. No offer or sale pursuant to this Prospectus may be made by any such Selling Holder until such a request has been made and until any supplement to this Prospectus has been filed or an amendment to the Registration Statement of which this Prospectus is a part has become effective. The Company will from time to time supplement or amend the Prospectus or the Registration Statement, as applicable, to add additional information concerning Selling Holders. The Selling Holders may from time to time offer and sell pursuant to this Prospectus any or all of the Securities and any Common Stock issued upon conversion of the Convertible Preferred Securities. The supplements to this Prospectus will also disclose whether any Selling Holder selling in connection with such supplement has held any position or office with, been employed by or otherwise has had a material relationship with, the Company or any of its affiliates during the three years prior to the date of such supplement if such information has not been disclosed herein. -----END PRIVACY-ENHANCED MESSAGE-----