PROSPECTUS Pricing Supplement No. 1010
Dated June 18, 1996 Dated December 5, 1996
PROSPECTUS SUPPLEMENT Rule 424(b)(2) -- Registration Statement
Dated June 18, 1996 No. 33-40127
THE B.F.GOODRICH COMPANY
MEDIUM-TERM NOTES, SERIES A
(Fixed Rate Notes)
Principal Amount: $20,000,000
Maturity Date: December 10, 2046, subject to change on certain
events. See Additional Terms.
Interest Rate Per Annum: 7.375%
Price to Public
(Issue Price): 99.098%
Settlement Date
(Original Issue Date): December 10, 1996
Interest Payment Date(s):
(x) April 15 and October 15 of each year (first payment date
April 15, 1997)
( ) Other: _____________________________
Form of Notes: (x) DTC registered ( ) non-DTC registered
Repayment, Redemption and Acceleration Not Applicable
Optional Repayment Date(s): _______________________
Initial Redemption Date: __________________________
Initial Redemption Percentage: ___________________%
Annual Redemption Percentage Reduction: __________%
Modified Payment Upon Acceleration: _______________
Original Issue Discount Not Applicable
Amount of OID: ____________________________
Yield to Maturity: ________________________
Interest Accrual Date: ____________________
Initial Accrual Period OID: _______________
Additional Terms:
The Company intends to deduct interest paid on the Notes for Federal
income tax purposes. However, the Clinton Administration's budget
proposal for Fiscal Year 1997, contained a series of proposed tax law
changes that, among other things, would prohibit an issuer from
deducting interest payments on debt instruments with a maturity of more
than 40 years. On March 29, 1996, the Chairmen of the Senate Finance
Committee and the House Ways and Means Committee issued a statement to
the effect that this proposal, if enacted, would not be effective prior
to the date of "appropriate congressional action." There can be no
assurance, however, that this proposal or similar legislation affecting
the Company's ability to deduct interest paid on the Notes will not be
enacted in the future or that any such legislation would not have a
retroactive effective date.
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Upon occurrence of a Tax Event, as defined below, the Company will have
the right to shorten the maturity of the Notes to the extent required,
in the opinion of a nationally recognized independent tax counsel
experienced in such matters (a "Maturity Opinion"), such that, after
the shortening of the maturity, interest paid on the Notes will be
deductible for Federal income tax purposes.
The Company believes that the Notes should constitute indebtedness for
Federal income tax purposes under current law and an exercise of its
right to shorten the maturity of the Notes would not be a taxable event
to holders. Prospective investors should be aware, however, that the
Company's exercise of its right to shorten the maturity of the Notes
will be a taxable event to holders if the Notes are treated as equity
for purposes of Federal income taxation before the maturity is
shortened.
"Tax Event" means that the Company shall have received an opinion of a
nationally recognized independent tax counsel experienced in such
matters (a "Change of Law Opinion") to the effect that on or after the
date of the issuance of the Notes, as a result of (a) any amendment to,
clarification of, or change in the laws of the United States or any
regulations thereunder, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement of intent to adopt such procedures or regulations (an
"Administrative Action"), or (c) any amendment to, clarification of, or
change in the official position or the interpretation of such laws,
regulations, Administrative Action or judicial decision that differs
from the theretofore generally accepted position, in each case, on or
after, the date of the issuance of the Notes, there is more than an
insubstantial risk that the interest payable by the Company on the
Notes is not, or will not be, deductible, in whole or in part, by the
Company for purpose of United States Federal income tax.
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Morgan Stanley & Co.
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Capitalized terms used in this Pricing Supplement which are defined in the
Prospectus Supplement shall have the meanings assigned to them in the Prospectus
Supplement.
