SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 2, 1997
THE B.F.GOODRICH COMPANY
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-892 34-0252680
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
4020 Kinross Lakes Parkway
Richfield, Ohio 06901
(Address of Principal Executive Offices) (Zip Code)
(216) 659-7600
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)<PAGE>
ITEM 5. Other Events.
On June 2, 1997, the Board of Directors of The
B.F.Goodrich Company, a New York corporation (the "Company"),
adopted a new shareholder rights plan, effective as of the
close of business on August 2, 1997 (the "Rights Plan"), to
replace the Company's existing shareholder rights plan (the
"Existing Plan"), which expires at the close of business on
August 2, 1997.
In connection with the Rights Plan, the Board of Di-
rectors of the Company declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of
common stock, par value $5 per share (the "Common Shares"), of
the Company. The dividend is payable on August 2, 1997 (the
"Record Date") to the shareholders of record on that date.
Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Junior Participating
Preferred Stock, Series F, par value $1 per share (the "Pre-
ferred Shares"), of the Company at a price of $200 per one one-
thousandth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between
the Company and The Bank of New York, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired ben-
eficial ownership of 20% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announce-
ment of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial owner-
ship by a person or group of 20% or more of the outstanding
Common Shares (the earlier of such dates being called the "Dis-
tribution Date"), the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of
the summary of Rights attached thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier redemp-
tion or expiration of the Rights), new Common Share certifi-
cates issued after the Record Date upon transfer or new issu-
ance of Common Shares will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any certificates for Common Shares outstanding
as of the Record Date, even without such notation or a copy of
2<PAGE>
the summary of Rights being attached thereto, will also consti-
tute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidenc-
ing the Rights ("Right Certificates") will be mailed to holders
of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on August 2, 2007 (the "Final
Expiration Date"), unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Pre-
ferred Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Pre-
ferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible
into Preferred Shares with a conversion price, less than the
then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evi-
dences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings or
dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of
one one-thousandths of a Preferred Share issuable upon exercise
of each Right are also subject to adjustment in the event of a
stock split of the Common Shares or a stock dividend on the
Common Shares payable in Common Shares or subdivisions, con-
solidations or combinations of the Common Shares occurring, in
any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $10 per share but will be entitled to an aggregate dividend
of 1000 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will
be entitled to a minimum preferential liquidation payment of
$1000 per share but will be entitled to an aggregate payment of
1000 times the payment made per Common Share. Each Preferred
Share will have 1000 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 1000 times the
amount received per Common Share. These rights are protected
by customary antidilution provisions.
3<PAGE>
Because of the nature of the Preferred Shares' div-
idend, liquidation and voting rights, the value of the one one-
thousandth interest in a Preferred Share purchasable upon exer-
cise of each Right should approximate the value of one Common
Share.
In the event that the Company is acquired in a merger
or other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such trans-
action will have a market value of two times the exercise price
of the Right. In the event that any person or group of affili-
ated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Ac-
quiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of
one Common Share, or one one-thousandth of a Preferred Share
(or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments re-
quire an adjustment of at least 1% in such Purchase Price. No
fractional Preferred Shares will be issued (other than frac-
tions which are integral multiples of one one-thousandth of a
Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an ad-
justment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of
exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial own-
ership of 20% or more of the outstanding Common Shares, the
Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Re-
demption Price"). The redemption of the Rights may be made
effective at such time on such basis with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
4<PAGE>
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders
of the Rights, except that from and after such time as any per-
son or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company, in-
cluding, without limitation, the right to vote or to receive
dividends.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by
the Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other busi-
ness combination approved by the Board of Directors since the
Rights may be redeemed by the Company at the Redemption Price
prior to the time that a person or group has acquired benefi-
cial ownership of 20% or more of the Common Shares.
The Rights Agreement, dated as of June 2, 1997, be-
tween the Company and The Bank of New York, as Rights Agent,
specifying the terms of the Rights and including the form of
Certificate of Amendment setting forth the terms of the Pre-
ferred Shares as an exhibit thereto, the form of press release
announcing the declaration of the Rights, and a form of the
resolutions approving the issuance of the Rights are incorpo-
rated herein by reference as Exhibit 4.1 hereto. The foregoing
description of the Rights is qualified in its entirety by
reference to such exhibits.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
4.1 Rights Agreement, dated as of June 2, 1997, be-
tween The B.F.Goodrich Company and The Bank of
New York which includes the form of Certificate
of Amendment setting forth the terms of the Jun-
ior Participating Preferred Stock, Series F, par
value $1 per share, as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Ex-
hibit C. (Incorporated by reference to Form 8-A
filed June 19, 1997)
5<PAGE>
99.1 Press Release issued by the Company on June 3,
1997. (Incorporated by reference to Form 8-A
filed June 19, 1997)
6<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the un-
dersigned hereunto duly authorized.
THE B.F.GOODRICH COMPANY
By: /s/ Nicholas J. Calise
Name: Nicholas J. Calise
Title: Vice President
Dated: June 19, 1997
7<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Rights Agreement, dated as of June 2, 1997,
between The B.F.Goodrich Company and The
Bank of New York which includes the
form of Certificate of Amendment setting
forth the terms of the Junior Participating
Preferred Stock, Series F, par value $1 per
share, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as
Exhibit C. (Incorporated by reference to
Form 8-A filed June 19, 1997)
99.1 Press Release issued by the Company on June
3, 1997. (Incorporated by reference to
Form 8-A filed June 19, 1997)
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