Shareholders of BFGoodrich Co., Richfield, Ohio, overwhelmingly approved a merger with Coltec
Industries Inc., Charlotte, N.C.We are bringing together two strong, profitable companies with a
focus on providing innovative solutions and quality products to our customers and creating value
for our shareholders, said David L. Burner, BFGoodrich chairman and CEO.Completion of the merger
requires clearance from the Federal Trade Commission.Also, lawsuits filed by AlliedSignal and Crane
Co. aimed at blocking the merger are pending in U.S. District Court in Indiana. Following
discussions with AlliedSignal, BFGoodrich agreed that it would not complete the merger until the
judge rules on motions to dismiss and to transfer contract issues of arbitration.Once the merger is
completed, Coltec shareholders will receive 0.56 shares of BFGoodrich common stock for each for
each share of Coltec common stock. They will receive written instructions for exchanging their
share certificates. BFGoodrich shareholders will keep their certificates.The value of the
transactions is about $2 billion. The headquarters of the merged company will be located in
Charlotte.
May 1999
