-----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, NkV+35o074YRxghhK9hOih1rnhFQdFFxs6UZtJJNZ8vr1aynygSeBu/eXr/S+1gC 4PJ93y1UaslOQxOaGQgV2Q== 0000898822-02-000550.txt : 20020416 0000898822-02-000550.hdr.sgml : 20020416 ACCESSION NUMBER: 0000898822-02-000550 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020416 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07568 FILM NUMBER: 02612721 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: PENN TEXAS CORP DATE OF NAME CHANGE: 19680318 FORMER COMPANY: FORMER CONFORMED NAME: COLT INDUSTRIES INC DATE OF NAME CHANGE: 19900913 FORMER COMPANY: FORMER CONFORMED NAME: FAIRBANKS WHITNEY CORP DATE OF NAME CHANGE: 19680318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH CORP CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 4 COLISEUM CENTRE STREET 2: 2730 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044237000 MAIL ADDRESS: STREET 1: 4 COLISEUM CENTRE STREET 2: 2730 WEST TYVOLA RD CITY: CHARLOTTE STATE: NC ZIP: 28217 FORMER COMPANY: FORMER CONFORMED NAME: GOODRICH B F CO DATE OF NAME CHANGE: 19920703 425 1 par16form425.txt FORM 425 PRESS RELEASE Filed by Goodrich Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Coltec Industries Inc Goodrich Corporation Commission File No. 1-892 The following press release was issued by Goodrich Corporation on Tuesday, April 16, 2002: GOODRICH CORPORATION COMMENCES REGISTERED EXCHANGE OFFER CHARLOTTE, NC, April 16, 2002 - Goodrich Corporation today commenced an offer to exchange its new 7 1/2% Notes due 2008 for all of the outstanding 7 1/2% Series B Senior Notes due 2008 of its wholly owned subsidiary, Coltec Industries Inc. The company previously filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) for this offer, which is being made in connection with the company's spin-off of 100% of the common stock of EnPro Industries, Inc., of which Coltec will be a subsidiary. Goodrich will offer $1,000 principal amount of its new notes for each $1,000 principal amount of old Coltec notes exchanged. Salomon Smith Barney is acting as the dealer-manager for the exchange offer. Up to $300,000,000 of Goodrich's new notes will be available for the voluntary exchange offer, which will be subject to certain conditions. The offer is set to expire at 5 p.m. ET on May 14, 2002, unless the company decides to extend it. Following the exchange offer, Goodrich plans to distribute 100% of the common stock of its subsidiary EnPro Industries, Inc. to its shareholders. Coltec Industries Inc will be a wholly owned subsidiary of EnPro after the completion of the spin-off. A copy of the exchange offer prospectus is being distributed to all holders of the old Coltec notes and may also be obtained by contacting Mellon Investor Services LLC, the information agent, at (800) 241-6711. Any questions regarding the transaction should be directed to Salomon Smith Barney's Liability Management Group at (800) 558-3745. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. INVESTORS ARE URGED TO READ THE PROSPECTUS FILED WITH THE SEC BY GOODRICH IN RESPECT OF THE EXCHANGE OFFER BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors can obtain the prospectus free of charge at the SEC's website (http://www.sec.gov) or by directing a request to Goodrich Corporation, Four Coliseum Centre, 2730 West Tyvola Road, Charlotte, North Carolina, 28217, or to Mellon Investor Services at the number provided above. With 2001 aerospace sales of $4.2 billion, Goodrich Corporation (NYSE: GR) is a leading worldwide supplier of aerospace components, systems and services. The company plans to spin off its engineered industrial products business to shareholders in the second quarter of 2002. Certain statements made in this release are forward-looking statements regarding the company's future plans, objectives, and expected performance. Specifically, statements that are not historical facts, including statements accompanied by words such as "plan" are intended to identify forward-looking statements and convey the uncertainty of future events or outcomes. Goodrich cautions readers that any such forward-looking statements are based on assumptions that Goodrich believes are reasonable, but are subject to a wide range of risks, and actual results may differ materially. An important factor that could cause actual results to differ includes, but is not limited to, the timing and successful completion of the spin-off of EnPro. Further information regarding the spin-off and the exchange offer and the factors that could cause actual results to differ materially from projected results can be found in EnPro's Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 15, 2002 and in Goodrich's Annual Report on Form 10-K for the year ended December 31, 2001. ### -----END PRIVACY-ENHANCED MESSAGE-----