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BFGoodrich Shareholders Approve Coltec Merger

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