<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 1996
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________
THE B.F.GOODRICH COMPANY
(Exact name of Registrant as specified in its charter)
New York 34-0252680
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
3925 Embassy Parkway, Akron, Ohio 44333-1799, (330) 374-3985
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Nicholas J. Calise, Secretary
The B.F.Goodrich Company, 3925 Embassy Parkway
Akron, Ohio 44333-1799, (330) 374-3985
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
______________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /_/
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /_/
<PAGE> 2
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. /_/
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered unit price fee
- ------------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Common Stock 754,717 shares $39.3125* $29,669,812 $10,230.98
($5 par value)
</TABLE>
____________________________________
*Estimated solely for the purpose of determining the registration fee based on
the price of the Common Stock under the consolidated reporting system for May
2, 1996.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE> 3
754,717 SHARES
THE B.F.GOODRICH COMPANY
COMMON STOCK
($5 Par Value)
_____________
Up to 754,717 shares of Common Stock are being offered hereby by the
retirement plan trust established under the Amended and Restated Trust
Agreement Establishing The B.F.Goodrich Company Master Trust For Qualified
Employee Benefit Plans dated as of March 18, 1986 (the "BFGoodrich Retirement
Plan"), and The B.F.Goodrich Company will not receive any of the proceeds from
such sale. The shares may be offered from time to time by the BFGoodrich
Retirement Plan in brokers' transactions at market prices prevailing at the
time of sale or as otherwise described in the section of this Prospectus
entitled "Plan of Distribution." The Common Stock is listed on the New York
Stock Exchange and is also traded on the Midwest and Pacific Stock Exchanges.
The BFGoodrich Retirement Plan may pay usual and customary brokers'
commissions. On May 2, 1996, the reported last sale price of the Company's
Common Stock on the New York Stock Exchange was $39.125 per share, and the
average of the high and low prices under the consolidated reporting system for
such day was $39.3125.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
<TABLE>
<CAPTION>
Price to Proceeds to BFGoodrich
Public(1) Commissions(2) Retirement Plan(3)
--------- -------------- ------------------
<S> <C> <C> <C>
Per Share $39.3125 $.05 $39.2625
Total $29,669,812 $37,736 $ 29,632,076
</TABLE>
(1) Estimated on the basis of the average of the high and low prices of
the Common Stock as reported in the consolidated reporting system for
May 2, 1996.
(2) Estimated broker's commission.
(3) There are no expenses for the BFGoodrich Retirement Plan in connection
with this offering.
______________
The date of this Prospectus is May , 1996.
<PAGE> 4
AVAILABLE INFORMATION
---------------------
The B.F.Goodrich Company (the "Company", "BFGoodrich", "Goodrich" or
"BFG") is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
offices located at 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661;
and 7 World Trade Center, New York, New York 10048. Copies of such materials
can be obtained by mail from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such material may also be inspected and copied at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York, 10005.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, collectively
referred to as the "Registration Statement") under the Securities Act of 1933,
as amended (the "Act")". This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed with the Commission (File No. 1-892)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering of Common Stock shall
be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of the filing of such documents. Any
statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person, including
beneficial owners, to whom a copy of this Prospectus is delivered, upon the
request of any such person, a copy of any and all of the documents which are
incorporated herein by reference, other than exhibits
<PAGE> 5
to such information (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to The
B.F.Goodrich Company, 3925 Embassy Parkway, Akron, Ohio 44333-1799, Attention:
Secretary, telephone: (330) 374-3985.
THE COMPANY
-----------
BFGoodrich participates in two principal business segments: BFGoodrich
Aerospace ("Aerospace") and BFGoodrich Specialty Chemicals ("Specialty
Chemicals"). Aerospace includes the Landing Systems Group, which manufactures
aircraft wheels and brakes and aircraft landing gear; the Sensors and
Integrated Systems Group, which manufactures sensors and related equipment,
fuel and integrated utility measurement and management systems, and engine
ignition systems; the Safety Systems Group, which manufactures aircraft
evacuation slides and rafts, ice protection systems, navigation, traffic alert
and collision avoidance systems, weather detection systems, and airport and
aircraft lighting components; and the Maintenance, Repair and Overhaul Group,
which repairs and overhauls commercial airframes, components, wheels and
brakes, landing gear, instruments and avionics for commercial, regional,
business and general aviation customers. Specialty Chemicals includes the
Specialty Plastics Group, which manufactures thermoplastic polyurethanes, low
combustibility/high temperature plastics, static-dissipating polymers and
reaction-injection molding resins; the Specialty Additives Group, which
manufactures synthetic thickeners and emulsifiers, control release and
suspension agents, polymer emulsions, rubber and lubricant additives, and
plastic and adhesive additives and modifiers; and the Sealants and Coatings
Group, which manufactures insulating glass sealants, construction sealants and
waterproof coatings, commercial glazing products and roofing products. In
addition, the Company has Other Operations which include the manufacture of
chlorine, caustic soda, ethylene, and various by-products and co-
products.
BFGoodrich maintains its principal executive offices at 3925 Embassy
Parkway, Akron, Ohio 44333-1799 (telephone: (330) 374-3985). The Company was
incorporated under the laws of the State of New York in 1912 as a successor to
a business founded in 1870.
SELLING SHAREHOLDER
-------------------
On May 1, 1996, the Company contributed 754,717 shares of its Common
Stock to the BFGoodrich Retirement Plan in an exempt transaction under Section
4(2) of the Securities Act of 1933, as a transaction not involving any public
offering. The value of the shares contributed was approximately $30 million.
The BFGoodrich Retirement Plan is the trust for the Company's tax qualified
retirement plans for its domestic salaried and hourly employees. The Trustee is
The Bank of New York, One Wall Street, New York, New York 10286.
PLAN OF DISTRIBUTION
--------------------
The BFGoodrich Retirement Plan may sell the shares being offered
hereby from time to time in brokers' transactions at market prices prevailing
at the time of sale. In addition, the BFGoodrich Retirement Plan may sell the
shares being offered hereby from time to time directly to purchasers, through
agents, through underwriters, or otherwise, at market prices prevailing at the
time of sale or at prices otherwise negotiated.
<PAGE> 6
VALIDITY OF SECURITIES
----------------------
The validity of the securities offered hereby will be passed upon for
the Company by Nicholas J. Calise, Esq., Vice President, Associate General
Counsel, and Secretary of the Company. As of April 25, 1996, Mr. Calise owned
approximately 8,590 shares of the Company's Common Stock; held 4,000 Restricted
Shares and 12,200 Performance Shares under the Company's Stock Option Plan, all
of which are subject to forfeiture; held options to purchase 76,000 shares of
Common Stock; and had credited to his account in the Company's Retirement Plus
Savings Plan approximately 4,023 shares of Common Stock.
EXPERTS
-------
The consolidated financial statements of The B.F.Goodrich Company
incorporated by reference in The B.F.Goodrich Company's Annual Report (Form
10-K) for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
______________
754,717 SHARES
THE B.F.GOODRICH COMPANY
COMMON STOCK
($5 Par Value)
______________
PROSPECTUS
______________
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Bath, State of Ohio, on May 8, 1996.
THE B.F.GOODRICH COMPANY
By: /s/Nicholas J. Calise
-----------------------------------
Nicholas J. Calise
Vice President, Associate
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 8, 1996 by the following
persons in the capacities indicated.
<TABLE>
<S> <C>
Jeanette Grasselli Brown* David L. Burner*
- ---------------------------------- ----------------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director President and Director
George A. Davidson, Jr.* James J. Glasser*
- ---------------------------------- ----------------------------------
(George A. Davidson, Jr.) (James J. Glasser)
Director Director
Thomas H. O'Leary* John D. Ong*
- ---------------------------------- ----------------------------------
(Thomas H. O'Leary) (John D. Ong)
Director Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
</TABLE>
<PAGE> 8
<TABLE>
<S> <C>
Richard de J. Osborne* Joseph A. Pichler*
- ---------------------------------- ----------------------------------
(Richard de J. Osborne) (Joseph A. Pichler)
Director Director
Alfred M. Rankin, Jr.* Steven G. Rolls*
- ---------------------------------- ----------------------------------
(Alfred M. Rankin, Jr.) (Steven G. Rolls)
Director Vice President and Controller
(Principal Accounting Officer
Ian M. Ross* D. Lee Tobler*
- ---------------------------------- ----------------------------------
(Ian M. Ross) (D. Lee Tobler)
Director Executive Vice President
and Director
(Principal Financial Officer)
William L. Wallace* A. Thomas Young*
- ---------------------------------- ----------------------------------
(William L. Wallace) (A. Thomas Young)
Director Director
</TABLE>
* The undersigned, as attorney-in-fact, does hereby sign this Registration
Statement on behalf of each of the officers and directors indicated above.
/s/N. J. Calise
----------------------------------
N. J. Calise
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution*
<TABLE>
<CAPTION>
BFGoodrich
Company Retirement Plan
------- ---------------
<S> <C> <C>
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . $10,230.98 -0-
Accounting expenses . . . . . . . . . . . . . . 5,000.00 -0-
Legal Fees and disbursements . . . . . . . . . . -0- -0-
Other . . . . . . . . . . . . . . . . . . . . 4,769.02 -0-
Total . . . . . . . . . . . . . . . . . . $20,000.00 -0-
</TABLE>
____________
*All amounts other than the registration fee are estimated.
Item 15. Indemnification of Directors and Officers
- ---------------------------------------------------
Under the Company's Restated Certificate of Incorporation, no member of
the Board of Directors shall have any personal liability to the Company or its
Shareholders for damages for any breach of duty in such capacity, provided that
such liability shall not be limited if a judgment or other final adjudication
adverse to the Director establishes that his or her acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that the Director personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that the Director's
act violated Section 719 of the New York Business Corporation Law ("B.C.L.")
(generally relating to the improper declaration of dividends, improper
purchases of shares, improper distribution of assets after dissolution, or
making any improper loans to directors contrary to specified statutory
provisions). Reference is made to Article TWELFTH of the Company's Restated
Certificate of Incorporation filed as Exhibit 3(a) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1988.
Under the Company's By-Laws, any person made, or threatened to be made,
a party to an action or proceeding by reason of the fact that he, his testator
or intestate is or was a director or officer of the Company or served any other
corporation in any capacity at the request of the Company shall be indemnified
by the Company to the extent and in a manner permissible under the laws of the
State of New York.
In addition, the Company's By-Laws provide indemnification for directors
and officers where they are acting on behalf of the Company where the final
judgment does not establish that the director or officer acted in bad faith or
was deliberately dishonest, or gained a financial profit or other advantage to
which he was not legally entitled. The By-Laws provide that the indemnification
rights shall be deemed to be "contract rights" and continue after a person
ceases to be a director or officer or after rescission or modification of the
By-Laws with
<PAGE> 10
respect to prior occurring events. They also provide directors and officers
with the benefit of any additional indemnification which may be permitted by
later amendment to the B.C.L. The By-Laws further provide for advancement of
expenses and specify procedures in seeking and obtaining indemnification.
Reference is made to Article VI of the Company's By-Laws filed as Exhibit 3(b)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1990.
The Company has insurance to indemnify its directors and officers,
within the limits of the Company's insurance policies, for those liabilities in
respect of which such indemnification insurance is permitted under the laws of
the State of New York.
Reference is made to Sections 721-726 of the B.C.L., which are summarized
below.
Section 721 of the B.C.L. provides that indemnification pursuant to the
B.C.L. shall not be deemed exclusive of other indemnification rights to which a
director or officer may be entitled, provided that no indemnification may be
made if a judgment or other final adjudication adverse to the director or
officer establishes that (i) his acts were committed in bad faith or were the
result of active and deliberate dishonesty, and, in either case, were material
to the cause of action so adjudicated, or (ii) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled.
Section 722(a) of the B.C.L. provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any civil or
criminal action, other than a derivative action, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action or proceeding, or any appeal therein, if
such director or officer acted in good faith, for a purpose which he reasonably
believed to be in the best interests of the corporation, and in criminal
actions or proceedings, in addition, had no reasonable cause to believe that
his conduct was unlawful. With respect to derivative actions, Section 722(c)
of the B.C.L. provides that a director or officer may be indemnified only
against amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense or settlement of such action, or any appeal therein, if such director
or officer acted in good faith, for a purpose which he reasonably believed to
be in the best interests of the corporation and that no indemnification shall
be made in respect of (1) a threatened action, or a pending action which is
settled or otherwise disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
to the extent an appropriate court determines that the person is fairly and
reasonably entitled to partial or full indemnification.
Section 723 of the B.C.L. specifies the manner in which payment of such
indemnification may be authorized by the corporation. It provides that
indemnification by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in defending
an action. In the event that the director or officer has not been successful or
the action is settled, indemnification may be made by the corporation only if
authorized by any of the corporate actions set forth in such Section 723 (unless
the corporation has provided for indemnification in some other manner as
otherwise permitted by Section 721 of the B.C.L.).
<PAGE> 11
Section 724 of the B.C.L. provides that upon proper application by a
director or officer, indemnification shall be awarded by a court to the extent
authorized under Sections 722 and 723 of the B.C.L. Section 725 of the B.C.L.
contains certain other miscellaneous provisions affecting the indemnification of
directors and officers, including provision for the return of amounts paid as
indemnification if any such person is ultimately found not to be entitled
thereto.
Section 726 of the B.C.L. authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
sections, (2) directors and officers in instances in which they may be
indemnified by a corporation under such sections, and (3) directors and
officers in instances in which they may not otherwise be indemnified by a
corporation under such sections, provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for co-insurance.
Item 16. Exhibits
- ------------------
5. Opinion of Nicholas J. Calise, Esq., Vice President, Associate General
Counsel, and Secretary, with respect to the validity of the Common Stock
(including consent).
23. (a) Consent of Ernst & Young LLP, independent auditors. (b) Consent of
Nicholas J. Calise, Esq. (contained in his opinion filed as Exhibit 5).
24. Power of Attorney
Item 17. Undertakings
- ----------------------
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
<PAGE> 12
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions described under Item 15 above, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of an action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 13
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
5. Opinion of Nicholas J. Calise, Esquire, Vice President, Associate
General Counsel, and Secretary, with respect to the validity of the
Common Stock (including consent).
23. (a) Consent of Ernst & Young LLP, independent auditors.
(b) Consent of Nicholas J. Calise, Esq. (contained in his opinion
filed as Exhibit 5)
24. Power of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5
---------
The BFGoodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799
330/374-3778
Facsimile:
330/374-3456
May 7, 1996
The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799
Dear Sirs:
I am Vice President, Associate General Counsel, and Secretary of The
B.F.Goodrich Company, a New York corporation (the "Company"), and have acted as
counsel for the Company in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the registration statement (together with all amendments, the
"Registration Statement," and the prospectus included therein (the
"Prospectus")) on Form S-3 relating to the proposed offering and sale of up to
754,717 shares of Common Stock, $5 par value, of the Company (the "Common
Stock") by the BFGoodrich Retirement Plan, as identified in the Prospectus.
I, or attorneys employed by the Company and under my supervision and upon whom
I have relied for purposes of this opinion, have examined such documents,
certificates, records, authorizations and proceedings as I have deemed
relevant, and it is my opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of New York.
2. The Common Stock has been duly authorized by all necessary
corporate action of the Company and is validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the aforesaid
Registration Statement and to the use of my name under the caption "Validity of
Securities" in the Prospectus.
Very truly yours,
/s/Nicholas J. Calise
-----------------------------
Nicholas J. Calise
<PAGE> 1
EXHIBIT 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of The B.F.Goodrich
Company for the registration of 754,717 shares of its common stock and to the
incorporation by reference therein of our report dated February 2, 1996, with
respect to the consolidated financial statements of The B.F.Goodrich Company
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
-----------------------------
ERNST & YOUNG LLP
Cleveland, Ohio
May 6, 1996
<PAGE> 1
EXHIBIT 24
----------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Lee Tobler, Jon V. Heider and
Nicholas J. Calise, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
in his or her name and on his or her behalf, to do any and all acts and things
and to execute any and all instruments which they may deem necessary or
advisable to enable The B.F.Goodrich Company (the "Company") to comply with the
Securities Act of 1933 (the "Act") and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with the registration under the Act of up to 800,000 shares of the Company's
Common Stock ($5 par value) to be issued to the Master Trust for the Company's
salary and wage defined benefit plans and for subsequent resale by the Master
Trust, including power and authority to sign his or her name in any and all
capacities (including his capacity as a Director and/or Officer of the Company)
to a Registration Statement on Form S-3 or other appropriate form, and to any
and all amendments, including post-effective amendments, to such Registration
Statement, and to any and all instruments or documents filed as part of or in
connection with such Registration Statement or any amendments thereto; and the
undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents, or any of them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed this 15th day of
April, 1996.
<TABLE>
<S> <C>
/s/Jeanette Grasselli Brown /s/David L. Burner
- ------------------------------------ ------------------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director President and Director
/s/George A. Davidson, Jr. /s/James J. Glasser
- ------------------------------------ ------------------------------------
(George A. Davidson, Jr.) (James J. Glasser)
Director Director
/s/Thomas H. O'Leary /s/John D. Ong
- ------------------------------------ ------------------------------------
(Thomas H. O'Leary) (John D. Ong)
Director Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
/s/Richard de J. Osborne /s/Joseph A. Pichler
- ------------------------------------ ------------------------------------
(Richard de J. Osborne) (Joseph A. Pichler)
Director Director
/s/Alfred M. Rankin, Jr. /s/Steven G. Rolls
- ------------------------------------ ------------------------------------
(Alfred M. Rankin, Jr.) (Steven G. Rolls)
Director Vice President and Controller
(Principal Accounting Officer
/s/Ian M. Ross /s/D. Lee Tobler
- ------------------------------------ ------------------------------------
(Ian M. Ross) (D. Lee Tobler)
Director Executive Vice President
and Director
(Principal Financial Officer)
/s/William L. Wallace /s/A. Thomas Young
- ------------------------------------ ------------------------------------
(William L. Wallace) (A. Thomas Young)
Director Director
</TABLE>
