Filed by Goodrich Corporation
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Coltec Industries Inc
Commission File No. 001-07568
The following press release was issued by Goodrich Corporation on Tuesday,
January 29, 2002:
Goodrich Announces Name for Industrial Spin-Off -- Appoints Leadership Team
* EnPro Industries, Inc. selected as new company name * Board of Directors and
Senior Leadership Team appointed * Spin-off updated
CHARLOTTE, N.C., Jan. 29 /PRNewswire-FirstCall/ -- Goodrich Corporation
announced today that the name of the new industrial company to be spun-off to
shareholders is EnPro Industries, Inc. The name reflects the company's heritage
as an industry leader in sealing and compressor systems and as a leading
manufacturer of other engineered products for a wide variety of industrial
markets. EnPro will be headquartered in Charlotte, NC.
Goodrich also announced the individuals who will serve on the board of directors
of EnPro following the spin-off. The initial members of the board of directors
will be:
* William R. Holland, who will serve as EnPro's non-executive Chairman
following the spin-off. Mr. Holland is the former Chairman and Chief
Executive Officer of United Dominion Industries and serves as a director of
Lance, Inc. and as non-executive chairman of J.A. Jones Construction Company.
He also serves as a director of Goodrich Corporation.
* Ernest F. Schaub, who will serve as EnPro's President and Chief Executive
Officer following the spin-off. Mr. Schaub currently serves as Executive
Vice President and President and Chief Operating Officer of Goodrich's
Engineered Industrial Products (EIP) business.
* Peter C. Browning, non-executive Chairman of Nucor Corporation. Mr. Browning
also serves as a director of Wachovia Corporation, Lowe's Companies, Inc.,
Phoenix Home Mutual Life Insurance Company and National Service Industries,
Inc.
* Joe T. Ford, Chairman and Chief Executive Officer of ALLTEL Corporation. Mr.
Ford also serves as a director of The Dial Corporation and Textron Inc.
* James H. Hance, Jr., Vice Chairman and Chief Financial Officer of Bank of
America Corporation. Mr. Hance also serves as a director of Bank of
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* America Corporation, Caraustar Industries, Inc., Family Dollar Stores, Inc.,
Lance, Inc. and Summit Properties Inc.
* Gordon D. Harnett, Chairman and Chief Executive Officer of Brush Engineered
Materials, Inc. Mr. Harnett also serves as a director of The Lubrizol
Corporation, PolyOne Corporation and National City Bank.
"The EnPro Board of Directors is a diverse group comprised of leaders of
national and global companies who have earned a reputation for delivering
results," stated Schaub. "With our solid portfolio of products and services
along with the guidance of the board, we believe that EnPro is well positioned
to continue Goodrich's tradition of bringing value and innovation to the
marketplace."
In preparation for the spin-off, EnPro has also assembled an experienced senior
leadership team with an average of over 20 years of experience in industrial
manufacturing. Members of the EnPro senior leadership team are:
* Ernest F. Schaub, President and Chief Executive Officer.
* Michael J. Leslie, Senior Vice President and Chief Operating Officer.
Mr. Leslie currently serves as Group President of Goodrich's Engineered
Industrial Products business.
* William Dries, Senior Vice President and Chief Financial Officer. Prior
to joining EnPro, Mr. Dries served as Senior Vice President and Chief
Financial Officer of United Dominion Industries.
* Richard C. Driscoll, Senior Vice President - Human Resources &
Administration. Mr. Driscoll currently serves as Vice President - Human
Resources of Goodrich.
* Richard L. Magee, Senior Vice President, General Counsel and Secretary.
Prior to joining EnPro, Mr. Magee served as Senior Vice President, General
Counsel and Secretary of United Dominion Industries.
According to Schaub, "We now have the nucleus of a great team with a blend of
Goodrich and Coltec talent along with excellent outside experience. Bill Dries
and Rick Magee will add a valuable perspective gained from their careers at
United Dominion while Dick Driscoll has over 35 years with Goodrich in many
Human Resources activities. Mike Leslie brings a great deal of operations
experience from Coltec as well as Arvin Industries. We are now in the process of
finalizing organizational and people needs, which we expect to have in place by
the end of the first quarter."
Significant progress continues to be made in other aspects of the spin-off of
EnPro, which will include substantially all the assets and liabilities of the
EIP business, including the associated asbestos liabilities and related
insurance. EnPro's Form 10 registration statement with respect to
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its common stock is expected to be filed with the SEC later today. Prior to the
spin- off, application will be made to list EnPro's common stock on The New York
Stock Exchange. Goodrich expects to complete the spin-off in the second quarter
of 2002.
EnPro's Form 10 registration statement includes a summary of 2001 operating
results for Coltec Industries Inc., which will be EnPro's only material asset
following the spin-off. Coltec and its subsidiaries constitute substantially all
the assets and liabilities of the EIP business, including the associated
asbestos liabilities and related insurance. Coltec's sales and operating income
for 2001 declined from 2000 levels as continued recession- related weaknesses in
several key markets and competitive pricing pressures contributed to declines in
volumes and operating margins.
In commenting on the outlook for EnPro Schaub said, "We have a tremendous
opportunity ahead of us. As an independent company we will be better able to
focus on our customers, products and markets. We are leaders in many of the
markets we serve, and we believe that our businesses are fundamentally sound and
should generate solid operating margins and cash flows as the economy improves.
In response to market conditions, we have taken steps to reduce our cost base
and improve our manufacturing productivity going forward. Although we
anticipate continued softness during the first half of 2002, we believe that an
improving economy later in the year, the inclusion of the operating results of
the Glacier business for the full year, and the benefits of our restructuring
activities should produce improved 2002 operating results versus 2001."
With regard to EnPro's capital structure, Goodrich has refined its strategy for
long-term financing of the entity. It is anticipated that the $150 million of
outstanding Coltec Capital Trust convertible trust preferred securities will
remain outstanding as a part of the EnPro capital structure. Certain payments
with respect to these securities are guaranteed by Coltec and Goodrich, and are
expected to be guaranteed by EnPro. Following the spin-off, these securities
will be convertible into a combination of Goodrich and EnPro common stock.
Separately, Goodrich expects that it will offer to exchange the $300 million of
Coltec's 7.5% Senior Notes due 2008 for similar Goodrich debt securities prior
to the spin-off. Assuming this exchange offer is fully subscribed, EnPro will
have total debt and convertible trust preferred securities of approximately $165
million at the time of the spin-off. Goodrich also contemplates that a new EnPro
senior secured revolving credit facility will be in place after the spin-off.
With 2001 aerospace sales of $4.2 billion, Goodrich Corporation (NYSE: GR) is a
leading worldwide supplier of aerospace components, systems and services.
Goodrich is ranked by Fortune magazine as one of the "Most Admired" aerospace
companies and is included on Forbes magazine's "Platinum List" of America's best
big companies. Headquartered in Charlotte, North Carolina, the company employs
18,000 people worldwide. For more information visit http://www.goodrich.com.
This press release does not constitute an offer to sell or exchange, or the
solicitation of any offer to sell or exchange, any securities.
Certain statements made in this release are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 regarding
the company's future plans, objectives, and expected performance. Specifically,
statements that are not historical facts, including statements accompanied by
words such as "believe," "expect," "anticipate," "intend," "esti-
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mate" or "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.
Important factors that could cause actual results to differ include, but are not
limited to: the timing and successful completion of the spin-off of the EIP
business; whether the proposed debt exchange offer will be completed and the
terms of the debt securities to be offered by Goodrich; the actual results of
operations of EnPro as a stand-alone public company; the extent to which the EIP
business is able to achieve savings from its restructuring plans; the impact of
the terrorist attacks on September 11, 2001 and their aftermath; demand for and
market acceptance of new and existing products; successful development of
advanced technologies; competitive product and pricing pressures; domestic and
foreign government spending, budgetary and trade policies; economic and
political changes in international markets where the EIP business competes, such
as changes in currency exchange rates, inflation rates, recession and other
external factors over which the EIP business has no control; and the outcome of
contingencies (including asbestos litigation and environmental remediation
efforts). Further information regarding 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 January 29, 2002 and in Goodrich's Annual Report on Form 10-K for
the year ended December 31, 2000.
Goodrich cautions you not to place undue reliance on the forward-looking
statements contained in this release, which speak only as of the date on which
such statements were made. Goodrich undertakes no obligation to release publicly
any revisions to these forward-looking statements to reflect events or
circumstances after the date on which such statements were made or to reflect
the occurrence of unanticipated events.
ADDITIONAL INFORMATION
There can be no guarantee that Goodrich will initiate or consummate any
exchange offer for the Coltec Senior Notes. In the event that Goodrich offers
to exchange its own debt securities for the Coltec Senior Notes, Goodrich will
file a prospectus and other relevant documents concerning the proposed
transaction with the SEC. INVESTORS ARE URGED TO READ THE PROSPECTUS IF AND
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain the documents, if and when they become available, free of charge at the
SEC's website (www.sec.gov). In addition, documents filed with the SEC by
Goodrich with respect to the exchange offer, if any, may be obtained free of
charge by directing a request to Goodrich Corporation, Four Coliseum Center,
2730 West Tyvola Road, Charlotte, North Carolina, 28217.
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