-----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, IETlXy1dAvu9OSkuZMiLCFHfiHMExT0oAtjiVKjCkA4F99nz6Dxos/ViOTrIY0dI oC9wCvm6Fq+giOFba8ThwA== 0000950157-99-000179.txt : 19990330 0000950157-99-000179.hdr.sgml : 19990330 ACCESSION NUMBER: 0000950157-99-000179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990326 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990329 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: SEC FILE NUMBER: 001-07568 FILM NUMBER: 99576659 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 8-K 1 CURRENT REPORT =========================================================================== 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): March 26, 1999 COLTEC INDUSTRIES INC (Exact name of registrant as specified in its charter) --------------------------- Pennsylvania 1-7568 13-1846375 (State or other jurisdiction (Commission File Number) (I.R.S. 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) =========================================================================== ITEM 5. OTHER EVENTS On March 26, 1999, Coltec Industries Inc ("Coltec") learned that Crane Co. ("Crane") filed a lawsuit in the U.S. District Court for the Northern District of Indiana against Coltec and The B.F.Goodrich Company ("B.F.Goodrich"). This lawsuit seeks to prevent the proposed merger transaction between Coltec and BFGoodrich on antitrust grounds. In addition, Crane has issued a public statement that it intends to seek to consolidate this lawsuit with a similar lawsuit previously described brought by AlliedSignal Inc. (the "AlliedSignal Litigation") in the same court. This is the second lawsuit brought by Crane seeking to prevent the proposed merger transaction between Coltec and B.F.Goodrich. As previously disclosed, the first lawsuit was brought on December 14, 1998 in the U.S. District Court for the Southern District of New York, alleging, among other things, that Coltec breached certain provisions of a confidentiality agreement between Coltec and Crane. A U.S. District Court judge dismissed this lawsuit on January 12, 1999, and the U.S. Court of Appeals for the Second Circuit affirmed the U.S. District Court decision on January 25, 1999. Coltec and BFGoodrich intend to vigorously defend this new lawsuit brought by Crane and all matters raised by the AlliedSignal Litigation; however, the outcome of these matters could delay or prevent the merger. In connection with this lawsuit, Coltec issued a press release on March 26, 1999, entitled "Coltec Responds to Crane's Latest Lawsuit", a copy of which is attached hereto as Exhibit 99.1 and 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 Press Release dated March 26, 1999 of Coltec Industries Inc 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: March 29, 1999 By: /s/ Robert J. Tubbs ------------------------ Robert J. Tubbs Executive Vice President, General Counsel and Secretary EX-99.1 2 PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Coltec Responds to Crane's Latest Lawsuit CHARLOTTE, N.C., FRIDAY, MARCH 26, 1999 - In response to the latest lawsuit by the Crane Company to block its merger with BGGoodrich, Robert J. Tubbs, Coltec's executive vice president and general counsel, said, "This suit is nothing more than another baseless attempt by the Crane Company to interfere with the Coltec-BFGoodrich merger. Like Crane's previous suit, which was dismissed from the bench both initially and on appeal, this one is completely without merit." The suit, which was filed today in Federal District Court for the Northern District of Indiana in South Bend, alleges potential violations of the antitrust laws arising from the proposed merger. Crane seeks to join the suit previously filed by AlliedSignal in the same court. Tubbs added, "The Crane Company has done everything imaginable to delay a merger that has been approved by the boards of both companies, passed the antitrust review of the Department of Defense, and has cleared the requirements of the Securities and Exchange Commission. Crane's suit, like AlliedSignal's, alleges that, as competitors, they will be harmed by competition in the market. The antitrust laws are designed to promote competition, not protect competitors. This latest suit and the one filed recently by the attorney general for the state of Indiana are last ditch efforts to misuse the judicial system to prevent the merger so as to support the narrow commercial interest of two competitors." Tubbs also stated that, "The Coltec-BFGoodrich merger is in the best interests of the stakeholders of both companies including customers which are supportive of the merger. The merger is also in the best interests of the aerospace industry, as it will reduce costs in an increasingly competitive industry." Coltec Industries is a leading producer of aerospace and industrial products and is headquartered in Charlotte, N.C. ### -----END PRIVACY-ENHANCED MESSAGE-----