Exhibit 99.1

Note to Preliminary Copy of Information Statement

           The following materials have been filed with the Securities and Exchange Commission to comply with its rules, but refer to events, such as the approval by the board of directors of Goodrich Corporation of the distribution to the Goodrich shareholders of the EnPro common stock, that have not yet occurred. This preliminary information statement is subject to completion. This preliminary information statement and related materials will not be distributed to Goodrich shareholders, and should not be relied upon as complete, until a definitive form of the information statement has been filed with the Securities and Exchange Commission.

Four Coliseum Centre

      , 2002

Dear Goodrich Shareholder:

           The board of directors of Goodrich Corporation has approved a spin-off that would result in Goodrich becoming two independent, publicly traded companies:

	•	Goodrich Corporation, a leading worldwide supplier of aerospace components, systems and services; and
	•	EnPro Industries, Inc., a leading provider of engineered industrial products for the processing and general manufacturing industries.

The separation of these businesses will be accomplished through a pro rata distribution, which we refer to as the distribution, of 100% of the outstanding common stock of EnPro to Goodrich shareholders on the record date for the distribution. As a result of the distribution, each Goodrich shareholder will:

	•	receive one share of EnPro common stock, as well as an associated preferred stock purchase right, for every five shares of Goodrich common stock they own; and
	•	retain their Goodrich shares and the preferred stock purchase rights associated with those shares.

           EnPro has applied, and before the distribution expects to be authorized, to list its shares of common stock on The New York Stock Exchange under the symbol “NPO.” Goodrich shares will continue to be listed on The New York Stock Exchange under the symbol “GR.”

           No action is required on your part to receive your EnPro shares. You will not be required either to pay anything for the new shares or to surrender any shares of Goodrich common stock. No fractional shares of EnPro common stock will be issued. If you would be entitled to a fractional share of EnPro common stock in the distribution you will receive its cash value instead.

           The enclosed information statement describes the distribution of shares of EnPro common stock and contains important information about EnPro and its business. I suggest that you read it carefully. If you have any questions regarding the distribution, please contact EnPro’s transfer agent, The Bank of New York, Shareholder Services, 101 Barclay Street, New York, New York 10286, Telephone: 800/ 524-4458, or send an e-mail to The Bank of New York at shareowner   svcs@bankofny.com.

	Sincerely,
	David L. Burner
	Chairman and Chief Executive Officer

5605 Carnegie Boulevard

      , 2002

Dear EnPro Industries, Inc. Shareholder:

           It is my pleasure to welcome you as a shareholder of EnPro Industries, Inc., which will become a publicly traded company on or about                               , 2002. EnPro is a leading provider of engineered industrial products for the processing and general manufacturing industries. I invite you to learn more about EnPro by reading the attached information statement.

           As an independent public company, separated from Goodrich, we believe that EnPro will have the focus and direction required to be successful in today’s industrial markets. The separation will also allow our dedicated and experienced management team to focus exclusively on our engineered industrial products business. For the next 12 to 24 months our goals will be to continue to:

	•	expand our product offerings and the markets we serve through internal development;
	•	improve our manufacturing processes and cost structure to attain additional operating efficiencies and customer responsiveness; and
	•	effectively manage the asbestos exposure and related insurance assets of our subsidiaries.

           We believe that success in these areas, coupled with an increased emphasis on management of working capital and cash flow, will enable us to maintain and improve our strong operating margins, providing increased value to our shareholders.

           Continued success will also enable us to carry out a longer term strategy that includes critical examination of our current product mix and potential strategic acquisitions that will allow further expansion of our products, services and customers.

           We believe that we have well known, highly respected engineered industrial products forming a solid foundation to create an even stronger company than we are today. We also believe that we have a strong team capable of and committed to generating positive returns for your investment.

           I look forward to a successful and rewarding future for all of us.

	Sincerely,
	Ernest F. Schaub
	President and Chief Executive Officer

INFORMATION STATEMENT

Distribution of Approximately                               Shares of Common Stock

           The board of directors of Goodrich Corporation has approved a spin-off that would result in Goodrich becoming two independent, publicly traded companies:

	•	Goodrich Corporation, a leading worldwide supplier of aerospace components, systems and services; and
	•	EnPro Industries, Inc., a leading provider of engineered industrial products for the processing and general manufacturing industries.

           The separation of these businesses will be accomplished through a pro rata distribution of 100% of the outstanding common stock of EnPro to Goodrich shareholders, which we refer to as the distribution. Shares of EnPro common stock will be distributed to holders of Goodrich common stock of record as of the close of business of The New York Stock Exchange on                     , 2002, which will be the record date. The distribution will be effective at 11:59 p.m. Eastern time on or about the seventh day following the record date. As a result of the distribution, each Goodrich shareholder will:

	•	receive one share of EnPro common stock, as well as an associated preferred stock purchase right, for every five shares of Goodrich common stock they own; and
	•	retain their Goodrich shares and the preferred stock purchase rights associated with those shares.

No fractional shares of EnPro common stock will be issued. If you would be entitled to a fractional share of EnPro common stock in the distribution, you will receive its cash value instead, which may be taxable. See “The Distribution — U.S. Federal Income Tax Consequences of the Distribution” for more information.

           There is no current trading market for EnPro common stock. EnPro has applied, and before the distribution expects to be authorized, to list its common stock on The New York Stock Exchange under the symbol “NPO.” Goodrich shares will continue to be listed on The New York Stock Exchange under the symbol “GR.”

           This information statement provides information about the distribution and the businesses of Goodrich and EnPro following the distribution. No shareholder approval of the distribution is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy. No action is required on your part to receive your EnPro shares. You will not be required either to pay anything for the new shares or to surrender any shares of Goodrich common stock.

           Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

           This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is                     , 2002 and

PRELIMINARY COPY

INFORMATION STATEMENT

Table of Contents

           The terms Term Income Deferrable Equity Securities (TIDES) ^SM and TIDES ^SM are registered servicemarks of Credit Suisse First Boston Corporation and are used in this information statement with the permission of Credit Suisse First Boston Corporation.

QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION

	•	Goodrich, a leading worldwide supplier of aerospace components, systems and services; and
	•	EnPro, a leading provider of engineered industrial products for the processing and general manufacturing industries.

	•	greater strategic focus for each management’s efforts and financial resources;
	•	increased speed and responsiveness in management decision making and resource allocation;
	•	direct and differentiated access to capital markets; and
	•	enhanced investor choices by offering investment opportunities in two separate highly focused companies.

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	•	$150 million of 5 1/4% Convertible Preferred Securities — Term Income Deferred Equity Securities, or the TIDES, issued by Coltec Capital Trust, a Delaware business trust, all of the common equity of which is owned by Coltec, which are supported by an equivalent aggregate principal amount of 5 1/4% Convertible Junior Subordinated Deferrable Interest Debentures due April 15, 2028, or the TIDES Debentures, issued by Coltec to Coltec Capital Trust;
	•	$300 million aggregate principal amount of 7 1/2% Senior Notes due April 15, 2008, which we refer to in this information statement as the Coltec Senior Notes;
	•	approximately $12 million of industrial revenue bonds; and
	•	approximately $1 million of other long-term debt.

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SUMMARY

           The following is a summary of some of the information contained in this information statement. We urge you to read this entire document carefully, especially the risks of owning EnPro common stock discussed under “Risk Factors” and the attached financial statements and the related notes. The terms “we,” “our” and “us” in this information statement refer to EnPro and the business it will own and operate following the distribution. When used in this information statement, “Coltec” refers to Coltec Industries Inc and its subsidiaries, excluding its aerospace business, which will be transferred to Goodrich prior to the distribution and which is treated as a discontinued operation in this information statement and in Coltec’s historical consolidated financial statements included in this information statement. Additionally, “Glacier” refers to the Glacier industrial metal polymer bearing business that Coltec acquired from Dana Corporation in September 2001.

           We describe in this information statement the historical engineered industrial products business of Coltec, which is currently a wholly owned subsidiary of Goodrich and which will be our wholly owned subsidiary at the time of the distribution. All of the capital stock of Coltec will be transferred to EnPro immediately prior to the distribution as described in “The Distribution — Actions to be Taken Prior to the Distribution” and will be our only material asset at the time of the distribution. Following the distribution, we will be an independent public company and Goodrich will have no continuing stock ownership in us.

           This information statement contains financial statements of EnPro and Coltec. Coltec’s financial information includes information about its aerospace business, which is treated as a discontinued operation. Coltec’s historical results may not be indicative of our financial results in the future as an independent company and may also differ from what our financial results would have been had we been an independent company during the periods presented.

           The information contained in this information statement as it pertains to EnPro assumes the completion of the distribution as if it had already occurred.

Goodrich

Goodrich Corporation

           Goodrich is a leading worldwide supplier of aerospace components, systems and services serving the commercial, military, regional, business and general aviation markets. Until the distribution Goodrich is also a leading provider of engineered industrial products for the processing and general manufacturing industries.

           Goodrich’s continuing operations are classified into four reportable business segments: Aerostructures and Aviation Technical Services, Landing Systems, Engine and Safety Systems, and Electronic Systems.

	Aerostructures and Aviation Technical Services: Aerostructures is a leading supplier of nacelles, pylons, thrust reversers and related aircraft engine housing components. The aviation technical sales division performs comprehensive total aircraft maintenance, repair, overhaul and modification for many commercial airlines, independent operations, aircraft leasing companies and airfreight carriers.
	Landing Systems: Landing Systems provides systems and components pertaining to aircraft taxi, take-off, landing and stopping. Several divisions within the segment are linked by their ability to contribute to the integration, design, manufacture and service of entire aircraft undercarriage systems, including sensors, landing gear, certain brake controls and wheels and brakes.
	Engine and Safety Systems: Engine and Safety Systems produces engine and fuel controls, pumps, fuel delivery systems, as well as structural and rotating components such as disks, blisks, shafts and airfoils for both aerospace and industrial gas turbine applications. This segment also produces aircraft evacuation, de-icing and passenger restraint systems, as well as ejection seats and crew and attendant seating.

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Electronic Systems: Electronic Systems produces a wide array of products that provide flight performance measurements, flight management and control and safety data. Included are a variety of sensor systems that measure and manage aircraft fuel and monitor oil debris; engine, transmission and structural health; and aircraft motion control systems. The segment’s products also include instruments and avionics, warning and detection systems, ice detection systems, test equipment, aircraft lighting systems, landing gear cables and harnesses, satellite control, data management and payload systems, launch and missile telemetry systems, airborne surveillance and reconnaissance systems and laser warning systems.

           Goodrich’s business is conducted on a global basis with manufacturing, service and sales undertaken in various locations throughout the world.

EnPro

EnPro Industries, Inc.

           When the distribution is complete, our business will consist of the historical sealing and engineered industrial products businesses of Coltec, including Glacier. We will manage our operations in two business segments. This business is referred to as the “EnPro business” or “our business” in this information statement.

           We are a leader in the design, development, manufacturing and marketing of proprietary engineered industrial products, including sealing products, self-lubricating, non-rolling, metal polymer bearing products, air compressor systems and vacuum pumps and heavy-duty diesel and natural gas engines. We also design, manufacture and sell engineered industrial products such as polytetrafluoroethylene, or PTFE, products and specialized tooling. We have 33 primary manufacturing facilities located in nine countries in the Americas, Europe and Australia. We sell our products through approximately 2,600 independent agents and distributors worldwide and have over 200 internal sales managers and representatives. These sales managers and representatives are complemented by teams of highly experienced engineers. In 2001 on a pro forma basis, we had revenues of $696.4 million, operating income of $54.0 million and net income of $9.9 million.

           We sell our products to approximately 60,000 customers worldwide and are diversified both by industry served and geographically. In 2001, no single customer accounted for more than 2% of our revenues. Management estimates that our percentage of revenues by industry in 2001 were general industrial 43%, automotive and heavy-duty vehicle 18%, chemical and petrochemical 17%, utility 9%, marine 7%, other transportation 4% and other industries 2%. Management estimates that our percentage of revenues by geographic region in 2001 were United States 70%, Canada 7%, Europe 14% and the rest of the world 9%. Management estimates that we derived approximately 62% of our revenues in 2001 from our aftermarket, or parts and services, sales.

Business Strengths

           We believe that we have the following business strengths:

	•	we are a leading supplier of engineered industrial products and services in each of our major product categories;
	•	we offer a comprehensive range of products and services in each of our major product categories and sell products under leading brand names;
	•	we have strong aftermarket sales that produce recurring revenues and a large installed equipment base that routinely needs replacement parts and services;
	•	we sell our products to a diverse, worldwide customer base operating in a wide range of industries;

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	•	we have a superior distribution network that combines with global manufacturing capabilities to offer superior customer service; and
	•	we have an experienced senior management team.

Business Strategy

           Our strategic objectives are to develop and maintain leading positions for our products while improving margins through cost efficiencies, technological innovation, product differentiation and superior quality and service. In pursuing these objectives, we intend to continue to:

	•	expand our product offerings and customer base;
	•	lower costs and increase operational efficiency; and
	•	effectively manage our subsidiaries’ asbestos exposure.

The Glacier Acquisition

           In September 2001, Coltec acquired the Glacier industrial metal polymer bearing business from Dana Corporation. The acquisition of Glacier, in combination with our existing bearing business, created the largest manufacturer of self-lubricating, non-rolling, metal polymer bearings in the world. The combined company is now operating as Glacier Garlock Bearings. We believe that the combination of these businesses will enable us to serve worldwide customers more effectively and create economies of scale in research and development and in marketing. With the acquisition of Glacier we added manufacturing facilities in Annecy and Dieuze, France; Heilbronn, Germany; Kilmarnock, U.K.; Dolny Kubin, Slovakia; and Sao Paulo, Brazil. In addition, we acquired extensive sales and marketing resources in Europe and South America. The combined companies will operate research and development facilities in Thorofare, New Jersey and Annecy, France.

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RISK FACTORS

Risks Related to the Distribution

We may incur greater costs as an independent company than Coltec did when it was a part of Goodrich.

           Prior to the distribution, Coltec took advantage of Goodrich’s size and purchasing power in procuring certain goods and services such as insurance and health care benefits, and technology such as computer software licenses. Coltec also relied on Goodrich to provide various corporate functions. As a separate, independent entity, we may be unable to obtain these goods, services and technology at prices or on terms as favorable to us as those we obtained prior to the distribution. We may also incur costs for functions previously performed by Goodrich that are higher than the amounts reflected in Coltec’s historical financial statements, which could cause our profitability to decrease.

Our debt agreements will impose limitations on our operations, which could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities.

           Following the distribution, the TIDES and some of the Coltec Senior Notes will remain outstanding. Coltec also intends to enter into a new senior secured revolving credit facility. The agreements relating to the TIDES and the Coltec Senior Notes impose limitations on our operations. We expect that the agreements relating to the new revolving credit facility will impose additional and, in some cases, more restrictive limitations. These limitations could impede our ability to respond to market conditions, address unanticipated capital investments and/or pursue business opportunities.

If we incur new debt, we may have a higher cost of capital, which could adversely affect our profitability and financial condition.

           We expect to have a higher cost of capital than Goodrich for any new debt we may incur. If we have to pay significantly higher interest rates, our profitability may decline. For purposes of preparing our unaudited pro forma combined financial statements included elsewhere in this information statement, we have estimated the amount of interest expense based upon the debt balances we expect to be outstanding on the distribution date, the cost of maintaining our new senior secured credit facility outstanding and the applicable interest rates for these debt obligations. Although management believes that these assumptions are reasonable, they are subject to a number of uncertainties. Therefore, Coltec’s historical consolidated financial statements and our unaudited pro forma combined financial statements may not be indicative of our future performance as a stand-alone company.

We may increase our debt or raise additional capital in the future, which could affect the financial health of our company, and may decrease our profitability.

           We may increase our debt or raise additional capital in the future, subject to restrictions in our existing and anticipated debt agreements. If our cash flow from operations is less than we anticipate, or if our cash requirements, including those of our subsidiaries to pay asbestos claims, are more than we expect, we may require more financing. However, debt or equity financing may not be available to us on terms acceptable to us, if at all. If we incur additional debt or raise equity through the issuance of preferred stock, the terms of the debt or preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of a liquidation. The terms of the debt may also impose additional and more stringent restrictions on our operations than we currently have. If we raise funds through the issuance of additional equity, your ownership in us would be diluted. If we are unable to raise additional capital when needed, it could affect the financial health of our company, which could negatively affect your investment in us. Also, regardless of the terms of our debt or equity financing, we may be limited in the amount of our stock that we can issue because the issuance of our stock may cause the distribution to be a taxable event for Goodrich under Section 355(e) of the Internal Revenue Code, and under the tax sharing arrangement we could be required to indemnify Goodrich for that tax.

           Our ability to make payments on and to refinance our indebtedness, including the debt retained or incurred pursuant to the distribution as well as any future debt that we may incur, and to fund working capital, capital expenditures, asbestos claims of our subsidiaries and strategic acquisitions and investments, will depend on our ability to generate cash in the future from operations, financings and asset sales. Our

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We may not have adequate cash or the ability to finance conversions of the TIDES.

           Following the distribution and until April 15, 2028, each TIDES will be convertible, at the option of the holder, into a combination of 0.955248 of a share of Goodrich common stock and 0.1910496 of a share of EnPro common stock, subject to adjustment. Should the holders exercise their right to convert the TIDES, Coltec would be required to deliver shares of Goodrich and EnPro common stock to the holders as promptly as practicable on or after the conversion date and in connection therewith would be required to purchase shares of Goodrich common stock on the open market, directly from Goodrich or by exercising its call options on Goodrich common stock discussed below. Coltec may not have sufficient cash on hand or the ability to finance these transactions in the time period required by the agreements relating to the TIDES. Failure to honor conversion rights would be a default under the TIDES agreements.

           Further, the value of Goodrich and EnPro common stock may increase to the level where Coltec’s cost to acquire shares in a conversion could exceed, with no maximum, the aggregate liquidation value of the TIDES of $150 million. Coltec has purchased call options on 2,865,744 shares of Goodrich common stock with an exercise price of $52.34 per share, which represents the total Goodrich shares that would be required if all TIDES holders convert. The call options provide for either an adjustment to the exercise price or a cash payment, at Coltec’s option, if there is a change in the cash dividends paid on Goodrich common stock. One-third of these call options expire in March 2005, and the remainder expire in March 2007. Until they expire, the call options provide protection against Coltec’s risk that the cash required to finance conversions of the TIDES would exceed the TIDES liquidation value. While Coltec has hedged its exposure to conversion costs in excess of the aggregate liquidation value of the TIDES, as described earlier, we cannot be certain that Coltec will have the financial resources to redeem these securities or effectively hedge its exposure to potential conversion costs in excess of the aggregate liquidation value of the TIDES beyond the term of the call options.

           EnPro, Goodrich, Coltec and Coltec Capital Trust will enter into an indemnification agreement with respect to the TIDES under which EnPro, Coltec and Coltec Capital Trust will indemnify Goodrich from any costs and liabilities that Goodrich incurs after the distribution as a result of its guarantee of Coltec and Coltec Capital Trust’s obligations under the TIDES. Such indemnification obligations may result in payments that could have a material adverse effect on our financial condition, results of operations and cash flows.

           Upon the adoption of Statement of Financial Accounting Standards No. 133, Coltec elected not to apply the provisions of the statement to embedded derivatives existing before January 1, 1999 as permitted by the transition provisions of the statement. As a result, the feature of the TIDES that allows them to be converted into Goodrich common stock will not be accounted for separately as a derivative. However, the call options on Goodrich common stock purchased by Coltec in March 2002 to mitigate its economic risk created by the conversion feature of the TIDES are derivative instruments and are carried at fair value in our balance sheet with changes in the fair value reflected currently in our earnings as other income (expense) — net. Changes in the fair value of the call options will not result in a current cash obligation to Coltec. The change in fair value of the derivatives could be material to our financial condition and results of operations in a given period.

Coltec’s historical consolidated financial information may not be representative of our historical results as an independent company; therefore, it may not be reliable as an indicator of historical or future results.

           Coltec’s historical consolidated financial information included in this information statement may not reflect what our financial condition, results of operations and cash flows would have been on a historical basis had we operated the EnPro business as an independent company during the periods presented or what our financial condition, results of operations and cash flows will be in the future. This is because Coltec’s historical consolidated financial statements include allocations for services provided or procured by Goodrich, which we may not be able to procure or provide ourselves on the same basis. In addition, we have not made

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We have no history operating as an independent company and we may be unable to implement sufficient operating systems and business functions to allow us to operate effectively as an independent company.

           Prior to the distribution, Goodrich provided certain services to the EnPro business as a part of Goodrich’s broader corporate organization. Goodrich performed various corporate functions for us, including the following:

	•	public and investor relations;
	•	accounting consolidation;
	•	treasury administration;
	•	insurance administration;
	•	internal audit;
	•	human resources functions;
	•	information technology services;
	•	telecommunications;
	•	corporate income tax administration; and
	•	selected legal functions.

           Following the distribution, Goodrich will not provide services to us, other than the transition services described under “Arrangements Between Goodrich and EnPro.” We are in the process of creating our own, or engaging third parties to provide, systems and business functions to replace all of the systems and business functions Goodrich currently provides for us. If we are not successful in implementing our own systems and business functions or entering into agreements with other providers of these services once our transition services agreement with Goodrich expires, or if we are not successful in transferring data from Goodrich’s systems to our systems, we may not be able to operate our business effectively. In addition, if Goodrich does not perform the transition services it has agreed to provide for us at the same level as it did when we were part of Goodrich, these services may not be sufficient to meet our needs. This may adversely affect our ability to operate our business effectively.

As an independent company, we may have difficulty attracting or retaining personnel, which could make it difficult for us to pursue our strategic objectives.

           Our ability to attract new customers, retain existing customers and pursue our strategic objectives depends on the continued services of our current management, sales, product development and technical personnel and our ability to identify, attract, train and retain new personnel. Competition for top management personnel is intense and, as an independent company that is significantly smaller than Goodrich, we may find it more difficult to attract qualified personnel. In order to retain key personnel, we may have to increase our salaries and benefits, which would increase our expenses and cause our profitability to decline. The loss of key management personnel or our inability to identify, attract, retain and integrate additional qualified management personnel could make it difficult for us to manage our business successfully and pursue our strategic objectives. We do not currently have employment agreements with any of our employees.

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We could incur significant indemnity obligations to Goodrich for U.S. federal income tax liability if acquisitions or issuances of EnPro stock cause the distribution to be taxable.

           The distribution is intended to be tax-free to Goodrich and its shareholders under Section 355 of the Internal Revenue Code. Generally, Goodrich may recognize a taxable gain on the distribution if there are one or more acquisitions or issuances of our capital stock representing 50% or more of our then-outstanding capital, measured by vote or value, and the acquisitions or issuances are deemed to be part of a plan or series of related transactions that include the distribution. Any shares of our stock acquired or issued within two years before or after the distribution will generally be presumed to be part of such a plan unless we can rebut that presumption. If the acquisition or issuance of our stock causes the distribution to be taxable to Goodrich, we would be required to indemnify Goodrich against any tax payable under the tax matters arrangements we will enter into with Goodrich as part of the distribution. In addition, aside from the tax matters arrangements, under U.S. federal income tax laws, we and Goodrich would be severally liable for Goodrich’s federal income taxes from the distribution being taxable. This means that even if we do not have to indemnify Goodrich for any tax liabilities if the distribution fails to be tax-free, we may still be liable for any part of, including the whole amount of, these liabilities and expenses if Goodrich fails to pay them.

Risks Related to Our Business

Certain of our subsidiaries are defendants in asbestos litigation.

           The historical business operations of two Coltec subsidiaries, Garlock Sealing Technologies LLC, or Garlock, and The Anchor Packing Company, or Anchor, have resulted in a substantial volume of asbestos litigation in which plaintiffs have alleged personal injury or death as a result of exposure to asbestos fibers. Those subsidiaries manufactured and/or sold industrial sealing products, predominately gaskets, which contained encapsulated asbestos fibers. Although those subsidiaries actively manage their exposure to asbestos litigation and their relationships with insurance carriers through another Coltec subsidiary, Garrison Litigation Management Group, Ltd., or Garrison, several risks and uncertainties may result in potential liabilities to us in the future that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Those risks and uncertainties include the following:

	•	the potential for a large volume of future asbestos claims to the extent such claims are not covered by insurance because insurance coverage is, or will be, depleted;
	•	the uncertainty of the per claim value of current and potential future asbestos claims;
	•	the timing of payout of claims relative to recoveries of amounts covered by insurance from our subsidiaries’ insurance carriers and limitations imposed on the amount that may be recovered in any given year;
	•	the financial viability of our subsidiaries’ insurance carriers and their reinsurance carriers, and our subsidiaries’ ability to collect on claims from them;
	•	an increase in litigation or other costs that are not covered by insurance;
	•	the unavailability of any insurance for claims alleging first exposure to asbestos after July 1, 1984; and
	•	bankruptcies of other defendants.

Potential liability for asbestos claims may adversely affect our ability to retain and attract customers and quality personnel. To the extent our subsidiaries’ insurance is depleted or the payments required in any given year exceed the annual limitations on insurance recoveries from our subsidiaries’ carriers, our subsidiaries would be required to fund these obligations from available cash, even if such amounts are recoverable under these insurance policies in later years. This could adversely affect our ability to use cash for other purposes, including growth of our business, and adversely affect our financial condition.

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Our business and some of the markets we serve are cyclical and changes in general market conditions could have a material adverse effect on our business.

           The markets in which we sell our products, particularly chemical companies, petroleum refineries and the automotive industry, are, to varying degrees, cyclical and have historically experienced periodic downturns. Prior downturns have been characterized by diminished product demand, excess manufacturing capacity and subsequent erosion of average selling prices in these markets resulting in negative effects on our net sales, gross margins and net income. Economic downturns or other material weakness in demand in any of these markets could have a material adverse effect on our business, financial condition, results of operations and cash flows. Following the distribution, we will be less diversified and have a narrower business focus than that of Goodrich before the distribution. Therefore, we will be more susceptible to these risks.

           The U.S. and other world markets are currently experiencing a severe economic downturn and many of the markets that we serve have been affected by this downturn. As a result, our business and financial results have been adversely affected. If this economic slowdown were to continue for an extended period or if conditions were to worsen, the negative impact on our business and financial results could be further exacerbated.

           Further, the terrorist attacks of September 11, 2001 adversely impacted the U.S. and world economies and a wide range of industries. Those terrorist attacks, the allied military response and subsequent developments may lead to future acts of terrorism, additional hostilities and financial, economic and political instability. While the precise effects of such instability on our industry, our business and our insurance carriers and their reinsurance carriers is difficult to determine, it may negatively impact our business, financial condition, results of operations and cash flows.

We face intense competition that could have a material adverse effect on our business.

           We encounter intense competition in almost all areas of our business. Additionally, customers for many of our products are attempting to reduce the number of vendors from which they purchase in order to reduce inventories. To remain competitive, we need to invest continuously in manufacturing, marketing, customer service and support and our distribution networks. We may not have sufficient resources to continue to make such investments or maintain our competitive position. Additionally, some of our competitors, such as Smiths Group plc, Flowserve Corporation and Ingersoll-Rand Company, are larger than we are and have substantially greater financial resources than we do. As a result, they may be better able to withstand the effects of periodic economic downturns. Pricing and other competitive pressures could adversely affect our business, financial condition, results of operations and cash flows.

If we fail to retain the independent agents and distributors upon whom we rely to market our products, we may be unable to effectively market our products and our revenue and profitability may decline.

           Our marketing success in the U.S. and abroad depends largely upon our independent agents’ and distributors’ sales and service expertise and relationships with customers in our markets. Many of these agents have developed strong ties to existing and potential customers because of their detailed knowledge of our products. A loss of a significant number of these agents or distributors, or of a particular agent or distributor in a key market or with key customer relationships, could significantly inhibit our ability to effectively market our products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have exposure to some contingent liabilities relating to discontinued operations, which could have a material adverse effect on our financial condition, results of operations or cash flows in any fiscal period.

           We have some contingent liabilities related to discontinued operations of our predecessors, including environmental liabilities and liabilities for certain products and other matters. In some instances, we have indemnified others against those liabilities, and in other instances, we have received indemnities from third parties against those liabilities.

           Under federal and state environmental laws, Coltec, or one of its subsidiaries, has been named as a potentially responsible party at 17 sites where the costs to it at each site are expected to exceed $100

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           In addition, there is the potential for claims to arise relating to products or other matters related to discontinued operations. Some of these claims could seek substantial monetary damages. Specifically, we may potentially be subject to the liabilities related to the firearms manufactured prior to 1990 by Colt Firearms, a former operation of Coltec, and for electrical transformers manufactured prior to 1994 by Central Maloney, another former Coltec operation. Coltec also has ongoing obligations with regard to workers compensation, retiree medical and other retiree benefit matters associated with discontinued operations that relate to Coltec’s periods of ownership of those operations.

           We have insurance and reserves to address these liabilities. However, if our insurance coverage is depleted or our reserves are not adequate, environmental and other liabilities relating to discontinued operations could have a material adverse effect on our financial condition, results of operations and cash flows.

We conduct a significant amount of our sales activities outside of the U.S., which subjects us to additional business risks that may cause our profitability to decline.

           Because we sell our products in a number of foreign countries, we are subject to risks associated with doing business internationally. In 2001, we derived approximately 30% of our revenues from sales of our products outside of the U.S. Our international operations are, and will continue to be, subject to a number of risks, including:

	•	unfavorable fluctuations in foreign currency exchange rates;
	•	adverse changes in foreign tax, legal and regulatory requirements;
	•	difficulty in protecting intellectual property;
	•	trade protection measures and import or export licensing requirements;
	•	differing labor regulations;
	•	political and economic instability; and
	•	acts of hostility, terror or war.

Any of these factors, individually or together, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

           We intend to continue to pursue international growth opportunities, which could increase our exposure to risks associated with international sales and operations. As we expand our international operations, we may also encounter new risks that could adversely affect our revenues and profitability. For example, as we focus on building our international sales and distribution networks in new geographic regions, we must continue to develop relationships with qualified local agents, distributors and trading companies. If we are not successful in developing these relationships, we may not be able to increase sales in these regions. We could also face increased costs associated with staffing and managing foreign operations.

We may not achieve our strategic objectives, which could adversely affect our growth.

           Our strategic objectives include expansion of our product lines into new industrial and geographic markets. We may not be able to expand into these new markets effectively or at all.

           Additionally, our short-term strategy includes the realization of cost savings by increasing the efficiency of our manufacturing processes and focusing on opportunities for cost reduction throughout our business. We may not, however, be able to fully achieve increased efficiencies or reduce our costs. If we are not able to achieve the cost savings we expect, our profitability could be adversely affected.

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           We expect to realize certain synergies, business opportunities and new prospects for growth through product development and geographic market expansion resulting from the Glacier acquisition. We are in the process of integrating the Glacier business with our existing business. Even if we are able to integrate the operations of the two companies successfully, we may never fully realize these expected benefits, or we may not realize these benefits within the time frame that we currently expect. We may experience increased competition that will limit our ability to expand our business, our assumptions underlying our estimates of expected cost savings may prove to have been inaccurate, or general industry and business conditions may deteriorate. In addition, we may not be successful in integrating the operations, resulting in excess costs, operational problems and write-offs. The integration will also require significant effort from our personnel and the personnel of the Glacier business. Furthermore, our management may have its attention diverted while trying to integrate the Glacier business successfully or in a timely manner, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

           In addition, our longer term strategy contemplates growth through selective acquisitions to broaden the products and services we offer and to expand our customer base. If we were to make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business. Moreover, although we expect to perform a diligence investigation before acquiring any new business, an acquisition could result in unforeseen liabilities being assumed by us. If the unforeseen liabilities prove to be significant, our business, financial condition, results of operations and cash flows could be adversely affected and our growth may be impaired.

A catastrophic event at one or more of our specialized production facilities could have a material adverse effect on our business.

           As part of our business strategy, we have consolidated and expect to continue to consolidate production of some of our product lines at one or more specialized facilities. As a result, we have some products that are manufactured exclusively in one production facility. Should there be a catastrophic event, such as a fire, affecting one of these production facilities, we could be prevented from manufacturing the product that was manufactured in that facility. If we are not able to timely or effectively shift production to one of our other facilities, we could lose customers as a result and may incur significant additional costs, which could affect our profitability. Our property and business interruption insurance may not adequately compensate us for any losses that may occur.

Our business could suffer if we are unsuccessful in negotiating new collective bargaining agreements.

           We currently employ approximately 4,500 employees worldwide. Approximately 3,000 employees were located within the U.S. and approximately 1,500 employees were located outside of the U.S., primarily in Europe and Canada. Approximately 40% of our U.S. employees are represented by unions. Our material collective bargaining agreements with these unions expire between October 1, 2002 and August 13, 2005. Although we believe that our relations with our employees are satisfactory and we have not experienced any material strikes or work stoppages since a strike at one of our facilities in 1996, which lasted approximately ten weeks, we cannot assure you that we will be successful in negotiating new collective bargaining agreements, that such negotiations will not result in significant increases in the cost of labor or that a breakdown in such negotiations will not result in the disruption of our operations. In addition, planned closures of some of our facilities as part of our short-term strategy may create the risk of strikes or work stoppages at those and other facilities.

If we are unable to protect our intellectual property rights and knowledge relating to our products, our business and prospects may be negatively impacted.

           We believe that proprietary products and technology are important to our success. If we are unable to adequately protect our intellectual property and know-how, our business and prospects could be negatively impacted. Our efforts to protect our intellectual property through patents, trademarks, service marks, domain names, trade secrets, copyrights, confidentiality, non-compete and nondisclosure agreements and other measures may not be adequate to protect our proprietary rights. Patents issued to third parties, whether before or after the issue date of our patents, could render our intellectual property less valuable. Our ownership of our intellectual property and questions as to whether our competitors’ products infringe our

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           Our competitors may capture market share from us by selling products that claim to mirror the capabilities of our products or technology without infringing upon our intellectual property rights. Without sufficient protection nationally and internationally for our intellectual property, our competitiveness worldwide could be impaired, which would negatively impact our growth and future revenue. As a result, we may be required to spend significant resources to monitor and police our intellectual property rights.

A loss of certain of our intellectual property licenses or failure on the part of our licensors to protect their own intellectual property under such license agreements may negatively impact our business and revenues.

           We license certain intellectual property from third parties and we are dependent on the ability of these third parties to diligently protect their intellectual property rights. In several cases, such as Fairbanks Morse’s technology licenses from Cooper Cameron Corporation relating to the Enviro Design engine and from MAN Aktiengesellschaft for the Pielstick four-stroke engine and Quincy Compressor’s license from Svenska Rotor Maskiner AB for their rotary screw compressor design and technology, the intellectual property licenses are integral to the manufacture of our products. A loss of these licenses or a failure on the part of the third party to protect its own intellectual property could negatively impact our revenues. Although these licenses are all long-term and subject to renewal, it is possible that we may not successfully renegotiate these licenses or that they could be terminated for a material breach on our part. If this were to occur, our business, financial condition, results of operation and cash flows could be adversely affected.

Risks Related to Ownership of Our Common Stock

Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our stock following the distribution.

           There has been no trading market for our common stock. In general, all shares of common stock distributed in the distribution will be freely tradeable and we have applied, and before the distribution expect to be authorized, to list our common stock on The New York Stock Exchange. We cannot, however, predict the extent to which investors’ interest will lead to a liquid trading market or whether the market price of our common stock will be volatile. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risks described in this section and elsewhere in this information statement or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors or suppliers regarding their own performance, as well as industry conditions and general financial, economic and political instability. For example, to the extent that other large companies within our industry experience declines in their stock price, our stock price may decline as well.

           A portion of Goodrich’s common stock is held by index funds tied to the Standard & Poor’s 500 Index or other stock indices. As we will not be included in these indices at the time of the distribution, these index funds will be required to sell our stock. Similarly, other institutional shareholders may not be allowed by their charters to hold the stock of companies that do not pay dividends. Because we currently do not intend to pay dividends, we expect that these shareholders will sell the shares of our common stock distributed to them. Sales by these investors, or the perception that they will occur, may cause our stock price to decline.

Because our quarterly revenues and operating results may vary significantly in future periods, our stock price may fluctuate.

           Our revenue and operating results may vary significantly from quarter to quarter. A high proportion of our costs are fixed, due in part to significant selling and manufacturing costs. Small declines in revenues could disproportionately affect operating results in a quarter and the price of our common stock may fall. Other factors that could affect quarterly operating results include, but are not limited to:

	•	demand for our products;
	•	the timing and execution of customer contracts;

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	•	the timing of sales of our products;
	•	payments related to asbestos litigation or annual costs related to asbestos litigation that are not covered by insurance or that exceed the annual limits in place with our insurance carriers on insurance recoveries in any given year;
	•	changes in the fair value of Coltec’s call options on Goodrich common stock purchased to reduce the economic risk of the conversion feature of the TIDES;
	•	increases in manufacturing costs due to equipment or labor issues;
	•	changes in foreign currency exchange rates;
	•	unanticipated delays or problems in introducing new products;
	•	announcements by competitors of new products, services or technological innovations;
	•	changes in our pricing policies or the pricing policies of our competitors;
	•	increased expenses, whether related to sales and marketing, raw materials or supplies, product development or administration;
	•	major changes in the level of economic activity in the U.S., Canada, Europe and other major regions in which we do business;
	•	costs related to possible future acquisitions of technologies or businesses;
	•	an increase in the number or magnitude of product liability claims;
	•	our ability to expand our operations; and
	•	the amount and timing of expenditures related to expansion of our operations.

Various agreements and laws could delay or prevent a change of control that you may favor.

           The terms of some of the agreements relating to the distribution, particularly the tax matters arrangements with Goodrich, anti-takeover provisions of our articles of incorporation and bylaws, our shareholder rights plan and provisions of North Carolina law could delay or prevent a change of control that you may favor or may impede the ability of the holders of our common stock to change our management. An acquisition or further issuance of our stock in connection with a change-of-control transaction or otherwise could cause the distribution and associated restructuring activities to be taxable to Goodrich and Coltec. Under the tax matters arrangements, we would be required to indemnify Goodrich for the resulting tax and this indemnity obligation might discourage, delay or prevent a change of control that you may favor.

           In particular, the provisions of our articles of incorporation and bylaws, among other things, will:

	•	require a supermajority shareholder vote to approve any business combination transaction with an owner of 5% or more of our shares unless the transaction is recommended by disinterested directors;
	•	divide our board of directors into three classes, with members of each class to be elected for staggered three-year terms, if our board is expanded to nine members;
	•	limit the right of shareholders to remove directors and fill vacancies;
	•	regulate how shareholders may present proposals or nominate directors for election at shareholders’ meetings; and
	•	authorize our board of directors to issue preferred stock in one or more series, without shareholder approval.

           Our shareholder rights plan will also make an acquisition of a controlling interest in EnPro in a transaction not approved by our board of directors more difficult.

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FORWARD-LOOKING STATEMENTS

           This information statement contains certain forward-looking statements that state our or our management’s intentions, hopes, beliefs, expectations or predictions of the future.

           These forward-looking statements are not historical or current facts but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.

           We disclaim any obligation, other than as may be imposed by law, to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

           This information statement contains information concerning our markets and products that is generally forward-looking in nature and is based on a variety of assumptions regarding the ways in which these markets and product categories will develop. These assumptions have been derived from information currently available to us and to third party industry analysts. The assumptions include the following general underlying expectations that:

	•	our subsidiaries will continue to effectively manage their asbestos liabilities and insurance assets;
	•	no significant market altering event will occur, such as a lengthy global recession or additional hostilities or acts of terrorism;
	•	our current reserves for contingent liabilities related to discontinued operations will be sufficient to meet those liabilities;
	•	we will be able periodically to negotiate and enter into new financing agreements as and when necessary;
	•	we will have adequate cash on hand or the ability to finance conversion of the TIDES;
	•	our strategic objectives of lowering costs, increasing operational efficiency and expanding our product offerings will be achieved;
	•	our agent and distributor relationships will remain stable overall;
	•	no significant negative impact from foreign legal and economic risks will occur;
	•	supply and prices of raw materials will not vary dramatically from historical trends;
	•	no catastrophic event will occur at any of our production facilities;
	•	our efforts to periodically renegotiate our collective bargaining agreements will be successful; and
	•	our own and our third party licensors’ intellectual property rights will remain adequately protected.

If any one or more of these expectations and assumptions proves incorrect, actual results will likely differ materially from those contemplated by the forward-looking statements. Even if all of the foregoing assumptions and expectations prove correct, actual results may still differ materially from those expressed in the forward-looking statements as a result of factors we may not anticipate or that may be beyond our control. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant.

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DIVIDEND POLICY

           We do not anticipate paying any dividends on our common stock in the foreseeable future because we expect to retain our future earnings for use in the operation and expansion of our business and to reduce debt. The payment and amount of any dividends will be subject to the discretion of our board of directors and will depend upon, among other things, our financial condition, results of operations, cash requirements, prospects and other factors that our board of directors may deem relevant. We expect that the terms of Coltec’s new senior secured revolving credit facility will limit the payment of dividends. In addition, the terms of the agreements governing the TIDES and any additional debt that we may incur in the future may limit future dividends.

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THE DISTRIBUTION

General

           The Goodrich board of directors has approved a spin-off that would result in Goodrich becoming two independent, publicly traded companies:

	•	Goodrich, a leading worldwide supplier of aerospace components, systems and services; and
	•	EnPro, a leading provider of engineered industrial products for the processing and general manufacturing industries.

           The separation of these businesses will be accomplished through a pro rata distribution of 100% of our outstanding common stock to Goodrich shareholders, which we refer to as the distribution, on                     , 2002, the distribution date. As a result of the distribution, each Goodrich shareholder will:

	•	receive one share of our common stock, as well as an associated preferred stock purchase right, for every five shares of Goodrich common stock they own; and
	•	retain their shares in Goodrich and the preferred stock purchase rights associated with those shares.

Actions to be Taken Prior to the Distribution

           Prior to the distribution, Goodrich owned and operated both an aerospace business, part of which was operated by Coltec, and an engineered industrial products business, all of which was operated by Coltec. Prior to the distribution, Coltec will transfer its aerospace business to Goodrich and Coltec will become our subsidiary. Prior to this transfer, Coltec’s aerospace business will assume all intercompany balances currently outstanding between Coltec and its subsidiaries, on the one hand, and Goodrich and its subsidiaries, on the other hand. After the distribution is completed, we will own and operate all of the former engineered industrial products business, through Coltec, and Goodrich will continue to own and operate the aerospace business, including the aerospace business previously owned and operated by Coltec.

Manner of Effecting the Distribution

           The general terms and conditions relating to the distribution will be set forth in a distribution agreement between Goodrich, Coltec and us. Under that distribution agreement, the distribution will be effective at 11:59 p.m. on the distribution date,                     , 2002. As a result of the distribution, each Goodrich shareholder will receive one share of our common stock, as well as an associated preferred stock purchase right, for every five shares of Goodrich common stock they own. In order to be entitled to receive shares of our common stock in the distribution, Goodrich shareholders must be shareholders at the close of business of The New York Stock Exchange on the record date,                     , 2002. For most of these Goodrich shareholders, our transfer agent will credit their shares of our common stock to book-entry accounts established to hold their shares of our common stock. Our distribution agent will send these shareholders a statement reflecting their ownership of our common stock. Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are used. For shareholders who own Goodrich common stock through a broker or other nominee, their shares of our common stock will be credited to these shareholders’ accounts by the broker or other nominee. As further discussed below, we will not issue fractional shares of common stock in the distribution. A delivery of a share of our common stock in connection with the distribution also will constitute the delivery of the preferred stock purchase right associated with that share. Following the distribution, shareholders whose shares are held in book-entry form may request that their shares of our common stock be transferred to a brokerage or other account at any time and may request delivery of physical stock certificates for their shares.

           Goodrich shareholders will not be required to pay for shares of our common stock received in the distribution or to surrender or exchange shares of Goodrich common stock in order to receive our common stock or to take any other action in connection with the distribution. No vote of Goodrich shareholders is required or sought in connection with the distribution, and Goodrich shareholders have no appraisal rights in connection with the distribution.

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           Fractional shares of our common stock will not be issued to Goodrich shareholders as part of the distribution nor credited to book-entry accounts. Instead, as soon as practicable on or after the distribution date, the distribution agent will aggregate fractional shares of our common stock held by holders of record into whole shares, sell them in the open market at the prevailing market prices and then distribute the aggregate sale proceeds ratably to Goodrich shareholders who would otherwise have been entitled to receive fractional shares. The amount of this payment will depend on the prices at which the distribution agent sells the aggregated fractional shares of our common stock in the open market shortly after the distribution date. We will be responsible for any payment of brokerage fees. The amount of these brokerage fees is not expected to be material to us. The receipt of cash in lieu of fractional shares of our common stock may be taxable to the recipient shareholder. For an explanation of the U.S. federal income tax consequences of the distribution, see “— U.S. Federal Income Tax Consequences of the Distribution.”

           In addition, at the time of the distribution, the exercise price of each outstanding vested option to purchase Goodrich common stock held by our employees on the distribution date will be reduced to reflect the value of the distribution, which will be calculated using the equitable adjustment approach contained in the existing awards.

Reasons for the Distribution

           Goodrich’s board of directors has determined that the separation of its engineered industrial products business and its aerospace business is in the best interests of Goodrich and its shareholders because the distribution will provide the following key benefits:

	•	greater strategic focus for each management’s efforts and financial resources;
	•	increased speed and responsiveness in management decision-making and resource allocation;
	•	direct and differentiated access to capital markets; and
	•	enhanced investor choices by offering investment opportunities in two separate highly focused companies.

           Historically, Goodrich’s engineered industrial products business has exhibited different financial and operating characteristics than its aerospace business. Additionally, Goodrich’s aerospace business has fewer and larger customers, while its engineered industrial products business has a larger number of smaller customers. Because Goodrich expects these differences to continue in the future, it believes that its engineered industrial products business and its aerospace business will require inherently different strategies in order to maximize their long-term value. Consequently, Goodrich has determined that its current structure may not be the most effective to design and implement the distinct strategies necessary to operate its engineered industrial products business and its aerospace business successfully in a manner that maximizes the long-term value of each.

           Both Goodrich and we expect to have increased management attention and better use of financial resources as a result of our having board and management teams solely focused on their respective businesses. The distribution will allow us to better align our management’s attention and resources to pursue opportunities in the engineered industrial products markets and to more actively manage our cost structure. Goodrich will similarly benefit from its management’s ability to focus on the management and operation of its aerospace business.

           Both Goodrich and we believe that our respective businesses will be able to make decisions more quickly, deploy resources more rapidly and efficiently and operate with more agility than either business could as part of a combined organization. The distribution will provide Goodrich and us with the opportunity to adopt resource allocation and acquisition criteria policies that best reflect the cash flow, investment requirements, competitive environment, corporate strategy and business objectives of our respective businesses. In particular, the distribution will give both Goodrich and us flexibility to allocate resources,

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           As an independent company, we will be able to access the capital markets directly to issue debt or equity securities without regard to constraints on the type of capital we might otherwise be subject to in a combined company. After the distribution, we will no longer need to compete with Goodrich’s other businesses for capital resources. Although potential acquisitions are only part of our longer term strategy, we expect the distribution to enhance our ability to eventually pursue acquisitions and other investment opportunities by:

	•	providing differentiated access to the capital markets for such potential transactions; and
	•	allowing potential target companies to receive, as consideration in an acquisition, stock in a corporation that is focused solely on the industry in which the target is engaged.

Accordingly, we will be able to create more focused acquisition strategies that meet the different needs of our business as set forth above.

           After the distribution, investors should be better able to evaluate the financial performances of Goodrich and us, as well as our respective strategies within the context of our respective industries, thereby enhancing the likelihood that they will achieve appropriate market valuations. As a result, management of both companies will be able to adjust goals and evaluate strategic opportunities in light of investor expectations within their respective industries, without undue attention to investor expectations in other industries. In addition, each company will be able to focus its public relations efforts on cultivating its own separate identity.

Results of the Distribution

           After the distribution, we will be an independent public company owning and operating Goodrich’s engineered industrial products business. Immediately after the completion of the distribution, we expect to have approximately           beneficial holders of shares of our common stock and approximately           shares of our common stock outstanding based on the number of beneficial shareholders and outstanding shares of Goodrich common stock on                     , 2002. The figures assume no exercise of outstanding options or conversion of TIDES and exclude shares of Goodrich common stock held directly or indirectly by Goodrich. The actual number of shares to be distributed will be determined on the record date.

           For information regarding options to purchase shares of our common stock that will be outstanding after the distribution, see “Capitalization,” “Arrangements Between Goodrich and EnPro — Employee Matters Agreement” and “Management.” Before the distribution, we will enter into several agreements with Goodrich in connection with, among other things, Goodrich’s provision of transition services to us. For a more detailed description of these agreements, see “Arrangements Between Goodrich and EnPro.”

           The distribution will not affect the number of outstanding shares of Goodrich common stock or any rights of Goodrich shareholders. Goodrich shares will continue to be listed on The New York Stock Exchange under the symbol “GR.”

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Retention and Incurrence of Debt and Convertible Preferred Securities

           EnPro expects to have approximately $166 million of debt and convertible preferred securities outstanding on a consolidated basis. The following is a description of Coltec’s existing debt and convertible preferred securities and the actions we expect to be taken with respect to each issue.

           As of March 31, 2002, Coltec, which will become our subsidiary prior to the distribution, had approximately $463 million of long-term debt (excluding intercompany balances) and convertible preferred securities outstanding consisting of:

	•	$150 million of TIDES;
	•	$300 million aggregate principal amount of the Coltec Senior Notes;
	•	approximately $12 million of industrial revenue bonds; and
	•	approximately $1 million of other long-term debt.

           Following the distribution, the TIDES will remain an obligation of Coltec Capital Trust and the TIDES Debentures and Coltec’s guarantee of amounts owed by Coltec Capital Trust with respect to the TIDES will remain obligations of Coltec. Goodrich has guaranteed the amounts owed by Coltec Capital Trust with respect to the TIDES and Coltec’s performance of its obligations with respect to the TIDES and the TIDES Debentures. In connection with the distribution, we expect EnPro will enter into a similar guarantee with respect to the TIDES and the TIDES Debentures.

           Prior to the distribution, Goodrich offered to exchange new Goodrich securities for the outstanding Coltec Senior Notes. Goodrich purchased all $296.9 million of Coltec Senior Notes tendered pursuant to the offer. Coltec intends to purchase all of these notes from Goodrich in exchange for a $201.9 million Coltec Debenture and $95 million in cash, after which such notes will be cancelled. The cash portion of the purchase price will be financed through an intercompany loan from Goodrich that will be assumed by Coltec’s aerospace business. The Coltec Debenture will be contributed by Goodrich to EnPro and will remain an outstanding obligation of Coltec to EnPro, which, for accounting purposes, will be eliminated upon consolidation in EnPro’s consolidated financial statements going forward. The $3.1 million of Coltec Senior Notes that remain outstanding following completion of the exchange offer will remain obligations of Coltec after the distribution.

           The industrial revenue bonds, together with approximately $1 million of other long-term debt, will continue to be obligations of Coltec following the distribution.

           In connection with the distribution, Coltec also plans to enter into a new senior revolving credit facility, which we expect will be secured by receivables, inventories, equipment, intellectual property, insurance receivables, and certain other assets and have a maximum available amount of $60 million. We anticipate that as of the date of the distribution the initial availability under this facility will be approximately $50 million. We do not expect Coltec to have any borrowings outstanding under this facility at the time of the distribution.

           Prior to the distribution and the transfer of Coltec’s aerospace business to Goodrich, all intercompany balances outstanding between EnPro, Coltec and their subsidiaries, on the one hand, and Goodrich and its subsidiaries, on the other hand, including the loan to finance the purchase by Coltec of Coltec Senior Notes surrendered by holders in the exchange offer, will be assumed by Coltec’s aerospace business. As a result, at the time of the distribution, there will be no intercompany balances outstanding between EnPro, Coltec and their subsidiaries, on the one hand, and Goodrich and its subsidiaries, on the other hand.

           See “Capitalization,” “Description of Our Debt and Convertible Preferred Securities” and Notes J and S to Coltec’s consolidated financial statements for more information.

U.S. Federal Income Tax Consequences of the Distribution

           Goodrich will receive an opinion from the law firm of Kronish Lieb Weiner & Hellman LLP substantially to the effect that, among other things, the distribution will qualify under Section 355 of the

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	•	no gain or loss will be recognized by, and no amount will be included in the income of, holders of Goodrich common stock upon their receipt of shares of our common stock;
	•	any cash received in lieu of fractional share interests in EnPro will give rise to gain or loss equal to the difference between the amount of cash received and the tax basis allocable to the fractional share interests, determined as described below, and such gain will be capital gain or loss if the Goodrich common stock on which the distribution is made is held as a capital asset on the date of the spin-off;
	•	the aggregate basis of the Goodrich common stock and our common stock in the hands of each Goodrich shareholder after the spin-off, including any fractional share interest to which the shareholder would be entitled, will equal the aggregate basis of Goodrich common stock held by the shareholder immediately before the spin-off, allocated between the Goodrich common stock and our common stock in proportion to the relative fair market value of each on the date of the spin-off;
	•	the holding period of our common stock received by each Goodrich shareholder will include the period during which the shareholder held the Goodrich common stock on which the distribution is made, provided that the Goodrich common stock is held as a capital asset on the date of the spin-off; and
	•	no gain or loss will be recognized by Goodrich upon the distribution of our common stock.

           U.S. Treasury regulations require each shareholder that receives stock in a spin-off to attach to the shareholder’s U.S. federal income tax return for the year in which the spin-off occurs a detailed statement setting forth certain information relating to the tax-free nature of the spin-off. Shortly after the spin-off, Goodrich will provide shareholders who receive our shares in the spin-off with the information necessary to comply with that requirement.

           The opinion of counsel will be subject to certain factual representations and assumptions provided by Goodrich and us. If those factual representations and assumptions are incorrect in a material respect, the opinion of counsel could become inoperative. Goodrich has reviewed the facts and assumptions on which the opinion will be based and is not aware of any facts or circumstances that would cause the representations and assumptions to be untrue. Both Goodrich and we have agreed to some restrictions on our future actions to provide further assurances that Section 355 of the Internal Revenue Code will apply to the distribution. If the distribution failed to qualify under Section 355 of the Internal Revenue Code, then, in general, a corporate tax, which, as noted below, could be substantial, would be payable by the consolidated group, of which Goodrich is the common parent, based upon the difference between (x) the fair market value of our common stock and (y) the adjusted basis of our common stock. In addition, under the consolidated return rules, each member of the consolidated group, including EnPro, would be severally liable for such tax liability. If the distribution occurred and it were not to qualify under Section 355 of the Internal Revenue Code, the resulting tax liability may have a material adverse effect on both our and Goodrich’s financial condition, results of operations and cash flows.

           Furthermore, if the distribution were not to qualify as a tax-free spin-off, each holder of Goodrich common stock receiving shares of our common stock in the distribution would be treated as if that shareholder had received a taxable distribution in an amount equal to the fair market value of our common stock received, which would result in:

	•	a dividend to the extent of the shareholder’s pro rata share of Goodrich’s current and accumulated earnings and profits;
	•	a reduction in the shareholder’s basis in Goodrich common stock to the extent the amount received exceeds such shareholder’s share of earnings and profits; and

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	•	a gain from the exchange of Goodrich common stock to the extent the amount received exceeds both the shareholder’s share of earnings and profits and the shareholder’s basis in Goodrich common stock.

           Goodrich shareholders should consult their own advisors as to the specific tax consequences of the distribution to them, including the application and effect of foreign, state and local tax laws.

Listing and Trading of Our Common Stock

           There is currently no public market for our common stock. We have applied, and before the distribution expect to be authorized, to list our common stock on The New York Stock Exchange under the symbol “NPO.” We anticipate that trading of our common stock will commence on a when-issued basis prior to the distribution. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. On the first trading day following the distribution date, when-issued trading with respect to our common stock will end and regular way trading will begin. Regular way trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of the transaction. We cannot predict what the trading prices for our common stock will be before or after the distribution date; however, we believe that the presence of a when-issued trading market before the distribution may have a stabilizing effect on the price of our common stock immediately following the distribution.

           The shares of our common stock distributed to Goodrich shareholders will be freely transferable except for shares received by persons that may have a special relationship or affiliation with us. Persons that may be considered our affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with us. This may include some or all of our officers and directors. Persons that are our affiliates will be permitted to sell their shares only pursuant to an effective registration statement under the Securities Act of 1933, as amended, or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Section 4(1) of the Securities Act or Rule 144 thereunder.

Reason for Furnishing this Information Statement

           This information statement is being furnished by Goodrich solely to provide information to Goodrich shareholders who will receive shares of our common stock in the distribution. It is not and is not to be construed as an inducement or encouragement to buy or sell any of our securities. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Goodrich nor we undertake any obligation to update the information except in the normal course of our respective public disclosure obligations.

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CAPITALIZATION

           The following table presents Coltec’s historical capitalization at March 31, 2002 and our pro forma capitalization at that date reflecting the distribution and the related transactions and events described in the notes to our unaudited pro forma combined balance sheet as if the distribution and the related transactions and events had occurred on March 31, 2002.

           The capitalization table below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Coltec’s historical consolidated financial statements, Coltec’s unaudited condensed consolidated financial statements and our unaudited pro forma combined financial statements and the notes to those financial statements included elsewhere in this information statement.

           We are providing the capitalization table below for informational purposes only. You should not construe it to be indicative of our capitalization or financial condition had the distribution and the related transactions and events been completed on the date assumed. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we been operated as a separate, independent entity at that date and is not necessarily indicative of our future capitalization or financial condition.

           (a)     In connection with the distribution, we expect that Coltec will enter into a senior secured revolving credit facility with a maximum available amount of $60 million. We anticipate that as of the date of the distribution the initial availability under this facility will be approximately $50 million. We do not expect Coltec to have any borrowings outstanding under this facility at the time of the distribution.

           (b)     Prior to the distribution, Goodrich offered to exchange all $300 million aggregate principal amount of the Coltec Senior Notes outstanding for new similar Goodrich securities. Goodrich purchased all $296.9 million of Coltec Senior Notes tendered pursuant to the offer. Pro forma amounts assume that Coltec purchases $296.9 million of Coltec Senior Notes from Goodrich in exchange for a $201.9 million Coltec Debenture and $95 million in cash, that the $296.9 million of the Coltec Senior Notes purchased by Coltec are cancelled and that the Coltec Debenture is contributed by Goodrich to EnPro and remains an outstanding intercompany obligation of Coltec to EnPro. The cash portion of the purchase price will be financed through an intercompany loan from Goodrich that will be assumed by Coltec’s aerospace business. The $3.1 million of Coltec Senior Notes that remain outstanding following completion of the exchange offer will remain obligations of Coltec after the distribution.

           (c)     Pro forma long-term debt includes $16.1 million that is currently outstanding and will not be repaid at the time of the distribution. This debt consists principally of approximately $12 million in industrial revenue bonds, which were issued in 1993 and will mature in 2009, and $3.1 million of Coltec Senior Notes.

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           (d)     On a historical basis, the amount of Goodrich’s net investment in Coltec was recorded as parent company investment.

           (e)     The March 31, 2002 pro forma numbers assume 20,415,000 shares issued and outstanding based on each holder of Goodrich’s common stock receiving a dividend of one share of our common stock for every five shares of Goodrich common stock. We have estimated the number of shares based on the number of Goodrich shares outstanding at April 30, 2002 excluding shares of Goodrich common stock held directly or indirectly by Goodrich. The adjustment to additional paid in capital reflects the net effect of the pro forma combined balance sheet adjustments.

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ENPRO INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

           The unaudited pro forma combined financial statements reported below consist of unaudited pro forma combined statements of income for the three months ended March 31, 2002 and for the year ended December 31, 2001 and an unaudited pro forma combined balance sheet as of March 31, 2002. The unaudited pro forma combined financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Coltec’s historical consolidated financial statements, Coltec’s unaudited condensed consolidated financial statements and the related notes included elsewhere in this information statement. The following unaudited pro forma combined financial statements have been prepared giving effect to the following transactions as if they had occurred as of March 31, 2002 for the unaudited pro forma combined balance sheet and as of January 1, 2001 for the unaudited pro forma combined statements of income:

	•	the distribution;
	•	transactions to conform the capital structure of EnPro, including:

	•	the transfer to Goodrich by way of a dividend of Coltec’s aerospace business,
	•	the exchange of $296.9 million of the Coltec Senior Notes for similar Goodrich securities, and
	•	the entering into of a senior secured revolving credit facility with a maximum available amount of $60 million prior to the distribution;

	•	the Glacier acquisition;
	•	an adjustment of our cash balance to $50 million at the time of the distribution; and
	•	the purchase by Coltec of call options on shares of Goodrich common stock.

           The unaudited pro forma combined financial statements included in this information statement have been derived from Coltec’s consolidated financial statements and Coltec’s unaudited condensed consolidated financial statements included elsewhere in this information statement and do not purport to represent what our financial condition and results of operations actually would have been had the distribution and related transactions and events occurred on the dates indicated or to project our financial performance for any future period. Goodrich did not account for Coltec as a separate, stand-alone entity for the periods presented.

           The unaudited pro forma combined financial statements reflect pro forma adjustments for the Glacier acquisition, which was completed in September 2001. The Glacier acquisition was accounted for under the purchase method of accounting. Under this method of accounting, the identifiable assets and liabilities of Glacier were adjusted to their estimated fair values based on independent third party appraisals. The unaudited pro forma combined financial statements have been prepared using available information and the assumptions described in the notes thereto.

           Goodrich will pay substantially all costs directly related to the distribution and accordingly these costs are not reflected in the historical consolidated financial statements or as a pro forma adjustment. Prior to the transfer of Coltec’s aerospace business to Goodrich, the aerospace business will assume all intercompany balances. As a result, there will be no intercompany balances outstanding between us and our subsidiaries, on the one hand, and Goodrich and its subsidiaries, on the other hand. Further, the aerospace business will also assume substantially all of Coltec’s pension and post-retirement obligations for retired and departed employees.

           Following the distribution and until February 15, 2028, each TIDES will be convertible, at the option of the holder, into a combination of 0.955248 of a share of Goodrich common stock and 0.1910496 of a share of EnPro common stock, subject to adjustment. Coltec has purchased call options on 2,865,744 shares of Goodrich common stock, with an exercise price of $52.34 per share, which represents the total Goodrich shares that would be required if all TIDES holders convert. The call options provide for either an adjustment to the exercise price or a cash payment at Coltec’s option, if there is a change in the cash dividends paid on Goodrich common stock. One-third of these call options expire in March 2005, and the remainder expire in March 2007. Until they expire, the call options provide protection against Coltec’s risk that the cash required to finance conversions of the TIDES would exceed the TIDES liquidation value.

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ENPRO INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

See Notes to Unaudited Pro Forma Combined Financial Statements

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ENPRO INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

See Notes to Unaudited Pro Forma Combined Financial Statements

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ENPRO INDUSTRIES, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

           See Notes to Unaudited Pro Forma Combined Financial Statements

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NOTES TO

           (a)     Pro forma adjustment to reflect the Glacier acquisition completed in September 2001. Approximately $59 million of the purchase price was allocated to identifiable intangible assets including customer relationships (approximately $27 million), existing technology (approximately $16 million), trademarks (approximately $14 million) and other (approximately $2 million). The trademarks are deemed to have an indefinite life and are therefore not subject to amortization. Customer relationships, existing technologies and other intangible assets are being amortized based primarily on undiscounted cash flows which reflect the patterns in which the economic benefits of the assets are expected to be consumed over 14 years, 25 years and 5 years, respectively. The weighted average life of the amortizable intangible assets is 17 years. Included in the selling and administrative cost adjustment is $3.6 million per year representing amortization of identifiable intangible assets.

           (b)     Pro forma adjustments to reflect the elimination of certain assets and liabilities that will be retained by Goodrich pursuant to the distribution and employee matters agreements, and the related income statement impact.

           (c)     The pro forma adjustment amount for administrative overhead costs is the difference between the actual administrative overhead costs recorded in the income statement and the estimated $27 million of annual administrative overhead costs that the Company expects to incur as a stand-alone company. The $27 million includes approximately $10 million of annual non-reimbursable costs associated with managing and settling asbestos claims, which is consistent with historical amounts incurred. The remaining $17 million is management’s estimate of the annual corporate headquarters cost that will be incurred as a stand-alone entity. This estimate is based on the operating budget that management has prepared and was developed based on an analysis of expected costs based on anticipated resource needs.

           Goodrich has historically allocated a portion of certain headquarters department expenses to individual business units. Business units are only allocated amounts for departments providing services to the business units. These departments include tax, government relations, accounting and financial analysis, compensation and benefit administration and information technology. The portion of the department expenses which is considered to benefit headquarters only is not allocated. The determination is made by each department head and reviewed annually.

           To determine how much to allocate to each business unit, management identifies certain items which, in management’s opinion, drive the costs of the benefits that are being allocated. These items include employee compensation costs, trade sales, net inventory and net property, plant and equipment. Each business unit is then allocated an amount based on their percentage of the total. Management believes that the allocation methods used are reasonable.

           (d)     Prior to the distribution, Goodrich offered to exchange the Coltec Senior Notes for debt securities of Goodrich having similar terms. Goodrich purchased all $296.9 million of Coltec Senior Notes tendered pursuant to the offer. Pro forma amounts assume that Coltec purchases $296.9 million of Coltec Senior Notes from Goodrich in exchange for a $201.9 million Coltec Debenture and $95 million in cash, that the $296.9 million of Coltec Senior Notes purchased by Coltec are cancelled and that the Coltec Debenture will be contributed to us in connection with the distribution and would thereafter be an intercompany obligation of Coltec to us, which, for accounting purposes, will be eliminated upon consolidation in our consolidated financial statements going forward. The $3.1 million of Coltec Senior Notes that remain outstanding following completion of the exchange offer will remain obligations of Coltec after the distribution.

           (e)     In connection with the distribution, we expect that Coltec will enter into a senior secured revolving credit facility, which we expect will be secured by receivables, inventories, equipment, intellectual property, insurance receivables, and certain other assets and have a maximum available amount of $60 million. We anticipate that as of the date of the distribution the initial availability under this facility will be approximately $50 million. We do not expect Coltec to have any outstanding borrowings under this facility at the time of the distribution. The pro forma adjustments assume $1.0 million of financing costs associated with this facility, which will be amortized to interest expense over four years, which is the expected term of

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           (f)     Pro forma adjustments to reflect in other expense, net the change in fair value of Coltec’s call options on Goodrich common stock purchased to reduce its economic risk created by the conversion feature of the TIDES. The fair values of Coltec’s call options were determined using an option pricing model.

           (g)     Pro forma adjustment to the provision for income taxes and deferred tax assets and liabilities represents the estimated income tax effect of pro forma adjustments (a) through (f) at an effective tax rate of 37.5%. Pro forma adjustment to income taxes payable reflects the assumption by Goodrich of income tax receivables and payables in accordance with the tax matters arrangements.

           (h)     Pro forma adjustments to reflect the transfer to Goodrich by way of a dividend of all of Coltec’s aerospace business.

           (i)     Pro forma adjustment to set our cash balance to $50 million at the time of the distribution. A pro forma adjustment to add interest income at a rate of 2% per annum on the estimated increase in cash balances has been included.

           (j)     On a historical basis, the amount of Goodrich’s net investment in us was recorded as parent company investment.

           (k)     Pro forma number of shares of common stock is based on each holder of Goodrich’s common stock receiving a dividend of one share of our common stock for every five shares of Goodrich common stock. We have estimated the number of shares based on the number of Goodrich shares outstanding at April 30, 2002. The pro forma weighted average number of shares used for the diluted earnings per share calculation excludes the shares issuable upon the conversion of convertible preferred securities because such conversion would be anti-dilutive. The adjustment to additional paid in capital reflects the net effect of the pro forma combined balance sheet adjustments.

           (l)     Basic and diluted earnings per share is computed by dividing pro forma net income by the pro forma weighted average number of common shares outstanding. Historical basic and diluted earnings per share is not presented, as our historical capital structure is not comparable to periods subsequent to the distribution.

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SELECTED FINANCIAL INFORMATION

           The following historical consolidated financial information as of December 31, 2001 and 2000 and for each of the three years ended December 31, 2001, has been derived from, and should be read together with, Coltec’s audited consolidated financial statements and the related notes, which are included elsewhere in this information statement. The historical consolidated financial information as of December 31, 1999 and for the year ended December 31, 1998 has been derived from and, should be read together with, Coltec’s audited consolidated financial statements and the related notes, which have not been included in this information statement. The historical consolidated financial information as of December 31, 1998 and 1997 and for the year ended December 31, 1997 has been derived from Coltec’s unaudited consolidated financial statements, which have not been included in this information statement. Total assets as of December 31, 2001 through 1997 have been reclassified to reflect the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires assets and liabilities of discontinued operations to be shown separately rather than net.

           The historical consolidated financial information as of and for the three months ended March 31, 2002 and 2001 has been derived from, and should be read together with, Coltec’s unaudited condensed consolidated financial statements and the related notes, which are included elsewhere in this information statement. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the interim condensed consolidated financial statements. Interim results are not necessarily indicative of the results that can be expected for a full year.

           During the periods presented, Coltec effected a number of acquisitions and divestitures, some of which were significant. As a result, Coltec’s historical financial results for the periods presented may not be directly comparable. The information presented below should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”