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COLTEC INDUSTRIES AGREES TO STOCK-FOR-STOCK EXCHANGE WITH COLTEC HOLDINGS

 NEW YORK, Oct. 13 /PRNewswire/ -- Coltec Industries Inc. (NYSE: COT) (Coltec) and Coltec Holdings Inc. (Holdings) today announced that their respective boards of directors have approved a stock-for-stock exchange intended to simplify their equity capital structures and enable Holdings' stockholders to hold directly shares of Coltec common stock. At present, Holdings owns 25 million shares of Coltec common stock, representing approximately 35.7 percent of Coltec's outstanding common shares, and has approximately $26.7 million in cash. Under the terms of the transaction, the shareholders of Holdings will exchange their Holdings common stock solely for Coltec common stock and, assuming all Holdings shareholders participate in the exchange, the current Holdings shareholders will own 24,830,000 shares of Coltec common stock, representing approximately 35.5 percent of Coltec's outstanding common stock, and Holdings will become a wholly owned subsidiary of Coltec. As a result of this transaction, the number of Coltec shares outstanding will slightly decrease. The cash currently on hand at Holdings is expected to be used primarily to retire outstanding indebtedness of Coltec.
 The Morgan Stanley Leveraged Equity Fund II, L.P. (MSLEF), which currently owns 60 percent of Holdings' common stock, will own approximately 21.3 percent of Coltec's common stock upon completion of the exchange. Each shareholder of Holdings, including MSLEF, each other institutional investor and each management investor, will be given the opportunity to exchange its shares at the same exchange rate of one share of Holdings for 2,483 shares of Coltec common. All of Holdings' shareholders are expected to participate in the exchange. In connection with the transaction, Coltec is providing certain registration, management and other rights to current Holdings' shareholders substantially similar to the rights they had in Coltec through Holdings prior to the transaction.
 The closing of the transaction is subject to certain customary closing conditions, including the receipt of certain regulatory approvals and third-party consents. It is currently estimated the transaction will close in November.
 Coltec Industries is a New York-based manufacturing company serving aerospace, automotive and other industrial markets.
 -0- 10/13/93
 /CONTACT: Paul Schoen of Coltec Industries Inc., 212-940-0429/
 (COT)


CO: Coltec Industries Inc.; Coltec Holdings Inc. ST: New York IN: SU:

TW-OS -- NY057 -- 1678 10/13/93 12:31 EDT
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Publication:PR Newswire
Date:Oct 13, 1993
Words:374
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