SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE B.F.GOODRICH COMPANY
------------------------
(Exact name of issuer as specified in its charter)
NEW YORK 34-0252680
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368
- ------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
THE B.F.GOODRICH COMPANY SAVINGS BENEFIT RESTORATION PLAN
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(Full title of the plan)
Nicholas J. Calise, Vice President, Associate General Counsel, and Secretary
The B.F.Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
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(Name and address of agent for service)
(216) 659-7711
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered (1) registered per share price (2) fee
- ----------------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
Deferred Compensa- $15,000,000 $ 0 $15,000,000 $5,000
tion Obligations
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
1) The Deferred Compensation Obligations are unsecured
obligations of The B.F.Goodrich Company to pay deferred
compensation in the future in accordance with the terms of The
B.F.Goodrich Company Savings Benefit Restoration Plan.
2) Estimated solely for the purpose of determining the registration fee.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428(b) (1) of
the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitutes a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
DOCUMENTS INCORPORATED BY REFERENCE (Item 3)
The following documents of The B.F.Goodrich Company (or the "Company") filed
with the Commission (File No. 1-892) pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1996, June 30, 1996 and September 30,
1996.
(b) All reports and other documents subsequently filed by the Company
and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date
of the filing of such reports and documents.
All documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part thereof
from the date of filing of such documents.
<PAGE>
DESCRIPTION OF SECURITIES (Item 4)
The B.F.Goodrich Company Savings Benefit Restoration Plan (the "Plan") allows
eligible employees who meet the criteria for participation in the Plan to defer
receipt of a percentage of their compensation for a particular calendar year, as
elected by them prior to the calendar year in which such compensation is earned,
until a date, as selected by them, after their employment with the registrant
has terminated by reason of retirement, as defined in the Plan. Such deferral
amounts shall be credited (or debited) with earnings (or losses) based upon the
performance of certain investment options selected by participating employees.
In the event that any such employee terminates employment prior to retirement,
the amounts deferred by that employee, as adjusted for any earnings or losses,
shall be paid promptly after such employee's termination date. Those eligible to
participate in the Plan shall consist of those management employees whose annual
compensation exceeds a level set forth in the Plan (the "Participants"). To the
extent that the amounts deferred relate to a level of compensation which exceeds
the maximum set forth in section 401(a)(17) of the Internal Revenue Code, the
registrant shall, in certain circumstances as set forth in the Plan, add
matching contributions to amounts deferred by an employee.
The amounts deferred, together with any matching contributions of the registrant
and any earnings, shall not be held in separate accounts for each Participant,
but shall constitute general obligations of the registrant to pay such amounts
(plus earnings thereon) to such Participants in accordance with the terms of the
Plan and the payout elections made by such Participants. It is the intention of
the registrant to establish a trust to hold an amount approximating the total
value of the obligations of the registrant under the Plan. The registrant has
entered into a trust agreement with NBD Bank, Detroit, Michigan for such
purpose. Under the terms of the trust, the assets held therein shall be for the
sole purpose of meeting the obligations of the registrant to Participants in the
Plan, except that in the event of the insolvency of the registrant, the trust
fund shall be subject to the claims of the general creditors of the registrant.
As a result, Participants shall be general creditors of the registrant with
respect to the amounts credited to their accounts and they shall have no special
or priority claim with respect to any such assets, except as such may be granted
under federal bankruptcy law.
Amounts deferred by Participants and any matching contributions made by the
registrant shall be credited with earnings (or debited with losses), based upon
the investment performance of certain investment funds as selected by each
Participant from a group of investment funds offered under the Plan. Such
amounts shall not actually be invested in such funds.
Except as set forth in the Plan, or as otherwise provided by applicable law, the
interest of any person in the Plan, in the Trust, or in any distribution to be
made under the Plan may not be assigned, pledged, alienated, anticipated, or
otherwise encumbered (either at law or in equity) and shall not be subject to
attachment, bankruptcy, garnishment, levy, execution, or other legal or
equitable process. Each Participant in the Plan has the right to designate a
Beneficiary to receive the balance, if any, of the Participant's account at the
time of the Participant's death and shall have the right at any time to revoke
such designation or to substitute another such Beneficiary.
The registrant's Board of Directors has the right to amend or terminate this
Plan at any time and for any reason, provided, however, that no amendment or
termination of the Plan shall reduce any Participant's or Beneficiary's rights
or benefits accrued under the Plan before the date the amendment is adopted or
the Plan is terminated, as appropriate, including the Participant's or
Beneficiary's right to payment of the balance of this account as of such date.
The amounts deferred under the Plan are not convertible into another security of
the registrant. NBD Bank has been appointed as Trustee pursuant to the Trust
Agreement to take action with respect to the accounts of Participants.
<PAGE>
INTEREST OF NAMED EXPERTS AND COUNSEL (Item 5)
The validity of the securities offered hereby will be passed upon for the
Company by Nicholas J. Calise, Vice President, Associate General Counsel and
Secretary of the Company. Mr. Calise owns 23,840 shares of the Company's Common
Stock, has options to purchase 84,500 shares of Common Stock; and had credited
to his account in the Company's Retirement Plus Savings Plan as of January 6,
1997, 4,141 shares of Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS (Item 6)
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
acts 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
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 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.
<PAGE>
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.).
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.
EXEMPTION FROM REGISTRATION CLAIMED (Item 7)
Not applicable.
<PAGE>
EXHIBITS (Item 8)
The following exhibits are filed as part of this Registration Statement:
4a) Rights Agreement between The B.F.Goodrich Company and Morgan
Shareholder Services Trust Company, as Rights Agent, dated as of
July 20, 1987 and amended and restated as of December 7, 1987 which
includes as Exhibit A thereto, the form of Designation, Preferences and
Rights of Cumulative Participating Preferred Stock, Series E; as Exhibit
B thereto, the Form of Rights Certificate; as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Stock; and the Supplement to the
Summary of Rights to Purchase Preferred Stock. This exhibit was filed
with the same designation as an exhibit to the Company's Form 10-K
Annual Report for the year ended December 31, 1987, and is incorporated
herein by reference. Agreement dated as of August 1, 1989, substituting
The Bank of New York as Rights Agent and Agreement dated as of August 1,
1989 with The Bank of New York amending the Rights Agreement. This
exhibit was filed with the same designation as an exhibit to the
Company's Form 10-K Annual Report for the year ended December 31, 1989,
and is incorporated herein by reference.
4b) The B.F.Goodrich Company Savings Benefit Restoration Plan.
5) Opinion of Nicholas J. Calise, Esquire, Vice President, Associate
General Counsel and Secretary of the Company, as to the legality of the
Common Stock being registered.
23a) Consent of Ernst & Young LLP, independent auditors.
23b) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24) Power of Attorney.
<PAGE>
UNDERTAKINGS (Item 9)
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 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(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.
The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person in connection with the
securities being registered, the registrant 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>
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Akron, State of Ohio, on January 13, 1997.
THE B.F.GOODRICH COMPANY
By /s/N. 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 October 21, 1996 by the following persons in
the capacities indicated.
/s/Jeanette Grasselli Brown* /s/David L. Burner*
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director President and Director
/s/George A. Davidson, Jr.* /s/Richard K. Davidson*
- ---------------------------- ----------------------------
(George A. Davidson) (Richard K. Davidson)
Director Director
/s/James J. Glasser*
- ---------------------------- ----------------------------
(James J. Glasser) (Thomas H. O'Leary)
Director Director
/s/Douglas E. Olesen* /s/John D. Ong*
- ---------------------------- ----------------------------
(Douglas E. Olesen) (John D. Ong)
Director Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
<PAGE>
/s/Richard de J. Osborne* /s/Joseph A. Pichler*
- ---------------------------- ----------------------------
(Richard de J. Osborne) (Joseph A. Pichler)
Director Director
/s/Alfred M. Rankin* /s/Steven G. Rolls*
- ---------------------------- ----------------------------
(Alfred M. Rankin) (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/A. Thomas Young*
- ---------------------------- ----------------------------
(William L. Wallace) (A. Thomas Young)
Director Director
*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
- ----------------------------
Nicholas J. Calise
THE B.F.GOODRICH COMPANY SAVINGS BENEFIT RESTORATION PLAN
- ---------------------------------------------------------
By: /s/Gary L. Habegger
- ----------------------------
Gary L. Habegger
Member, Plan Committee
<PAGE>
EXHIBITS INDEX
EXHIBIT
NO.
4a) Rights Agreement between The B.F.Goodrich Company and Morgan Shareholder
Services Trust Company, as Rights Agent, dated as of July 20, 1987 and
amended and restated as of December 7, 1987 which includes as Exhibit A
thereto, the form of Designation, Preferences and Rights of Cumulative
Participating Preferred Stock, Series E; as Exhibit B thereto, the Form
of Rights Certificate; as Exhibit C thereto, the Summary of Rights to
Purchase Preferred Stock; and the Supplement to the Summary of Rights to
Purchase Preferred Stock. This exhibit was filed with the same
designation as an exhibit to the Company's Form 10-K Annual Report for
the year ended December 31, 1987, and is incorporated herein by
reference. Agreement dated as of August 1, 1989, substituting The Bank
of New York as Rights Agent and Agreement dated as of August 1, 1989
with The Bank of New York amending the Rights Agreement. This exhibit
was filed with the same designation as an exhibit to the Company's Form
10-K Annual Report for the year ended December 31, 1989, and is
incorporated herein by reference.
4b) The B.F.Goodrich Company Savings Benefit Restoration Plan.
5) Opinion of Nicholas J. Calise, Esquire, Vice President, Associate
General Counsel and Secretary of the Company, as to the legality of the
Common Stock being registered.
23a) Consent of Ernst & Young LLP, independent auditors.
23b) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24) Power of Attorney.
EXHIBIT 4(b)
THE B.F.GOODRICH COMPANY
SAVINGS BENEFIT RESTORATION PLAN
The B.F.Goodrich Company, a New York corporation, (the "Company"),
which has previously established the Benefit Restoration Top-Hat Plan of The
B.F.Goodrich Company, now desires to amend, rename, and restate that plan, and
does, as of January 1, 1997, amend and restate that plan, and does hereby rename
it The B.F.Goodrich Company Savings Benefit Restoration Plan (the "Plan"). The
principal purpose of the Plan shall be to restore to certain management and
executive-level employees the savings opportunities and employer-provided
benefits that cannot be provided to such employees under The BFGoodrich Company
Retirement Plus Savings Plan (the "RPSP") because of limitations imposed by
Federal law.
ARTICLE 1
Definitions
1.1 Annual Deferral shall mean the percentage of Compensation which the
Participant elects to defer for a Plan Year pursuant to Articles 2 and 3 of the
Plan.
1.2 Base Salary for a particular year shall mean the Participant's
total annual base salary actually paid to the Participant for that year, or for
purposes of determining the Participant's Cash Compensation, the amount of
annual base salary payable to such Participant at the salary rate in effect on a
date specified by the Committee, which may be as early as August 1 of the
previous year, in either case without reduction for any salary reduction
contributions to (i) the RPSP or any other cash or deferred arrangement
sponsored by the Company under Section 401(k) of the Code, (ii) a cafeteria plan
under Section 125 of the Code, or (iii) any other non-qualified deferred
compensation plan sponsored by the Company. Base salary shall not include any
incentive compensation, commissions, reimbursed expenses, credits or benefits
under any plan of deferred compensation to which the Company contributes, or any
additional cash compensation or compensation payable in a form other than cash.
1.3 Beneficiary shall mean the person or persons or entity designated
by a Participant in writing in accordance with Article 10 of the Plan.
1.4 Bonus shall mean the annual incentive award provided under the
Company's Management Incentive Program or any other incentive bonus arrangement
of the Company, but shall exclude long-term incentive payments (those based upon
performance over a period greater than one year) payable under the Company's
Long-Term Incentive Plan or any similar plan.
1.5 Cash Compensation for a particular year shall mean an employee's
Base Salary, plus commissions paid in the previous year, plus Bonus. In the case
of Participants who are entitled to receive a Bonus under the Management
Incentive Program, Cash Compensation shall include the higher of the actual
Bonus paid to such employee under the Management Incentive Program in the
previous year, or such employee's so-called "target" bonus under the Management
Incentive Program for that year.
1.6 Change in Control shall mean, or shall be deemed to have occurred
if:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")), of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the
then outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Company (other than by exercise of a conversion
privilege), (B) any acquisition by the Company or any of its subsidiaries, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D) any acquisition by
any corporation with respect to which, following such acquisition, more than
70% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Company Voting
Securities immediately prior to such acquisition in substantially the same
proportions as their ownership, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be; or
- 1 -
<PAGE>
(ii) During any period of two consecutive years, individuals who, as of
the beginning of such period, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the beginning of
such period whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or
(iii) Approval by the shareholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger or
consolidation, do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 70% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such
reorganization, merger or consolidation in substantially the same
proportions as their ownership, immediately prior to such reorganization,
merger or consolidation of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be; or
(iv) Approval by the shareholders of the Company of (A) a complete
liquidation or dissolution of the Company or (B) a sale or other disposition of
all or substantially all of the assets of the Company, other than to a
corporation, with respect to which following such sale or other disposition,
more than 70% of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.
1.7 Code shall mean the Internal Revenue Code of 1986, as amended.
1.8 Company Match shall mean the amount of Company matching
contributions that a Participant would have received under the RPSP if the
Participant was not affected by the Statutory Limit, and had made the maximum
contribution permitted under the RPSP, less the amount of Company matching
contributions that were or would have been made to the Participant's account in
the RPSP, were such Participant making the maximum permissible contributions to
the RPSP, and taking into account the Statutory Limit.
1.9 Compensation shall mean the sum of the Participant's Base Salary,
Bonus, and Commissions actually paid in a particular year.
1.10 Crediting Rate shall mean the rate of investment return used to
determine any gains or losses posted to the Participant's Deferral Account, in
accordance with Article 5.4.
1.11 Deferral Account shall mean the bookkeeping account established
for a Participant to measure and determine the amount of deferred compensation,
consisting of Rollover Credits, Annual Deferrals, Company Match, and earnings or
losses credited thereto, to be paid to a Participant or Beneficiary pursuant to
Article 6 of the Plan.
1.12 Disability shall mean any disability which qualifies a Participant
for benefits under the Company's Long-Term Disability Income Plan. A Participant
shall be deemed to have a Disability for only as long as he or she is receiving
benefits under said Long-Term Disability Income Plan.
1.13 Eligible Employee shall mean, for 1997, an employee who is
eligible to participate in the Management Incentive Program and whose Cash
Compensation exceeds the limit established by the Company for such year. A
person who is an Eligible Employee for 1997 shall remain so in subsequent years,
unless either his or her Base Salary drops below an amount established each year
by the Company, or he or she is no longer a Participant in the Management
Incentive Program. Eligible Employees for years subsequent to 1997 shall also
mean any employees who subsequent to January 1, 1997 become eligible to
participate in the Management Incentive Program and have Cash Compensation for
that year in an amount which exceeds the limit established by the Company. Once
eligible, such employees shall remain Eligible Employees in accordance with the
criteria set out above for employees who are Eligible Employees for 1997.
- 2 -
<PAGE>
1.14 Enrollment Period shall mean the period or periods selected by the
Plan Administrator each year in which Participant may elect to defer for a
subsequent year.
1.15 ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.16 Participant shall mean an Eligible Employee who has elected to
participate and has completed a Participation Election pursuant to Article 2 of
the Plan, and shall also mean those employees and former employees to whom
amounts remain owed under the Plan, regardless of whether they continue to be
Eligible Employees, or whether they are presently making Annual Deferrals to the
Plan.
1.17 Participation Election shall mean the Participant's written
election to participate in the Plan, pursuant to Article 2 of the Plan.
1.18 Plan Administrator shall mean the committee of individuals named
by the Compensation Committee of the Board of Directors to administer and
interpret the Plan, and determine all matters that arise under the Plan.
1.19 Plan Year shall mean the calendar year.
1.20 Retirement shall mean the termination of employment of a
Participant for any reason other than death after attaining age 55.
1.21 Retirement Date shall mean the date on which the Participant
retires on or after attaining age 55.
1.22 Retirement Plus Savings Plan shall mean The BFGoodrich Company
Retirement Plus Savings Plan (the "RPSP"), as it currently exists and as it may
subsequently be amended from time to time.
1.23 Rollover Credit shall mean a Participant's account balance in the
Company's Benefit Restoration Top-Hat Plan as of January 1, 1997.
1.24 Statutory Limit shall mean any statutory or regulatory limit under
ERISA or the Code on salary reduction, after-tax or matching contributions that
can be made to the RPSP by or on behalf of an employee, or on the compensation
that can be taken into account in calculating employer or employee contributions
to the RPSP.
1.25 Termination of Employment shall mean the cessation of a
Participant's employment with the Company for any reason whatsoever, whether
voluntary or involuntary, other than Retirement or death.
1.26 Valuation Date shall mean, with respect to Participants who have
incurred a Termination of Employment or who have died, the last business day of
the month in which Termination of Employment or death occurs. With respect to
Participants who have incurred a Retirement, the Valuation Date shall be
November 30 of the year in which Retirement occurs, except that if Retirement
occurs on December 1, the Valuation Date shall be December 31 of that year.
1.27 Vesting shall mean the Participant's nonforfeitable right to
receive Cash Compensation deferred and Company Match Credits under the Plan and
earnings or losses thereon.
1.28 Vesting Service shall have the meaning given to that term under
the RPSP.
ARTICLE 2
Participation
2.1 Participation Election. An Eligible Employee may become a
Participant in the Plan on the first day of the Plan Year coincident with or
next following the year in which the employee first becomes an Eligible
Employee, provided such Eligible Employee has submitted to the Plan
Administrator a Participation Election during the designated Enrollment Period.
An Eligible Employee may also become a Participant as of the first day of any
subsequent Plan Year, by completing a Participation Election during the
designated Enrollment Period for that Plan Year. Notwithstanding the foregoing,
the Plan Administrator, in its sole discretion, may permit an employee who first
becomes an Eligible Employee after January 1, 1997 to become a Participant as
soon as 30 days after first becoming an Eligible Employee, if a Participation
Election is properly completed. In such event, Annual Deferrals shall commence
as soon as practicable.
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<PAGE>
2.2 Annual Deferral. In the Participation Election, and subject to the
restrictions contained in Article 3, the Eligible Employee shall elect an Annual
Deferral for the applicable Plan Year. The maximum percentage of Compensation
which may be elected as an Annual Deferral shall be determined from time to time
by the Plan Administrator. Unless otherwise determined by the Plan
Administrator, the first Plan Year to which a Participation Election is
applicable shall be the Plan Year which commences after the end of the Plan Year
which follows the Plan Year in which the Participation Election is made. With
respect to elections made during the 1996 Enrollment Period, and in the
Company's discretion, for employees who first become Eligible Employees after
January 1, 1997, the first Plan Year to which a Participation Election is first
applicable shall be the Plan Year which next follows the Plan Year in which the
Participation Election is made. If a Participation Election is applicable for
the Plan Year which next follows the Plan Year in which the Participation
Election is made, the Annual Deferral for that Plan Year shall, unless the Plan
Administrator determines otherwise, be drawn solely from the Base Salary and
Commissions payable to the Participant, and not from any Bonus.
2.3 Duration of Annual Deferral. A Participation Election shall remain
in effect for a subsequent Plan Year if no different election is made during the
Enrollment Period applicable to that Plan Year. Once a Participant elects to
make Annual Deferrals for a particular Plan Year, such election cannot be
modified or terminated except upon Termination of Employment or Disability.
2.4 Vesting. The portion of a Participant's Deferral Account which
consists of Annual Deferrals and earnings thereon, shall be 100% vested at all
times.
ARTICLE 3
Company Match
3.1 Amount. The Company shall credit each Participant who is making
Annual Deferrals for a particular year with a Company Match which is determined
by subtracting 2) from 1) below, as follows:
1) the Company matching contributions which would have been
made under the RPSP if the Participant was able to contribute to the
RPSP the total amount of his Annual Deferrals under this Plan, plus the
deferral amount of his Tax-Deferred and Regular Savings Contributions
to the RPSP, and if the Statutory Limit did not apply, less
2) the actual amount of Company matching contributions that
would have been made to the Participant's account under the RPSP, had
the Participant been contributing to the RPSP at a rate which would
permit him or her to receive the maximum possible Company matching
contribution under the terms of that Plan, taking into account the
Statutory Limit.
3.2 Vesting. A Participant's Company Match, and any earnings
attributable thereto, shall be fully vested after a Participant has completed
three years of Vesting Service.
ARTICLE 4
Rollover Credit
4.1 Amount. All Rollover Credits shall remain in the Plan, shall be
subject to the terms of the Plan, as amended and restated herein, and shall
become part of such Participant's Deferral Account.
ARTICLE 5
Deferral Account
5.1 Deferral Account. The Company shall establish for each Participant
a book account, which shall be referred to as the Deferral Account, which shall
be credited with a Participant's Annual Deferrals, Company Match, Rollover
Credits, and earnings or losses attributable to any of the foregoing. The
Company shall have no obligation to fund the Deferral Account.
5.2 Crediting of Annual Deferrals. The Company shall credit to the
Participant's Deferral Account the Annual Deferrals under Article 3 as of the
same day of the month in which the amounts would have been paid to the
Participant but for the deferral.
5.3 Crediting of Company Match. The Company shall credit to the
Participant's Deferral Account the Company Match under Article 4 as of the first
day of the calendar quarter following the quarter in which the Annual Deferrals
generating the Company Match were credited to the Deferral Accounts.
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<PAGE>
5.4 Investment Performance of the Account. Annual Deferrals, Company
Match, and Rollover Credits shall be credited (or debited) with earnings (or
losses), as if such amounts were invested in the investment funds elected by the
Participant from the investment fund choices offered under the Plan by the
Company. Deferral Accounts shall be credited (or debited) with such earnings (or
losses) at such regular intervals as are determined from time to time by the
Company. Such investment fund choices may be changed from time to time in the
sole discretion of the Company. Participants may allocate the percentage of
their total Deferral Account at a given point in time, and the percentage of
their Annual Deferral which they wish to invest among one or more of the
investment fund options, in whole percentages of the total Deferral Account or
Annual Deferrals. Participants may change the percentage of their future Annual
Deferrals or their existing Deferral Accounts which shall be credited (or
debited) with the earnings (or losses) of a particular investment fund, once per
calendar quarter, by giving the Plan Administrator written notice of such change
on a form provided by the Company for that purpose. Any such change will become
effective on the first day of the calendar quarter next following the quarter in
which such change is made.
5.5 Statement of Accounts. The Plan Administrator shall provide
periodically to each Participant a statement setting forth the balance of the
Deferral Account maintained for such Participant.
ARTICLE 6
Payment of Deferral Account
6.1 Retirement Benefits.
The provisions of this Article 6.1 apply to distributions from
the Deferral Account following the Retirement of a Participant.
6.1.1 Form of Benefit. Upon Retirement, the Company shall pay
out the Participant's Deferral Account in accordance with the written election
contained in the Participation Election filed by the Participant, or any
subsequent election submitted by the Plan Administrator in accordance with the
rules and procedures set forth in paragraph 6.1.2 below. Participants will be
permitted to elect to receive payout of their Deferral Accounts in a lump sum,
monthly installments over 5, 10 and 15 years, a partial lump sum in an amount
elected by the Participant with the balance paid in monthly installments over 5,
10 or 15 years, or such other form of payment as is offered to Participants by
the Plan Administrator. If no payout election is made by a Participant, the
Participant's Deferral Account shall be paid in monthly installments over 15
years.
A Participant shall have the right to amend a Participation Election with
respect to the form of payout elected by the Participant, by filing a separate
written election within 13 months prior to Retirement. Such amended election
shall govern, unless the Plan Administrator, in its sole discretion, determines
that giving effect to such election might cause the amount in the Participant's
Deferral Account to become taxable to the Participant prior to actual receipt of
such amounts by the Participant. No payout election made by a Participant within
13 months of Retirement shall be effective, except that an election made during
the Enrollment Period in 1996 shall be effective, even if Retirement occurs
within 13 months of such election. Further, the date on which the first payment
of a Participant's Deferral Account is made must be set forth in the
Participation Election, and cannot later be changed.
6.1.2 Timing. The payout of a retired Participant's benefit
shall be made or commence on the latest of the following three dates: (i)
January 31 of the year following the year of the Participant's Retirement, (ii)
90 days after the Participant's Retirement, or (iii) the date on which the
Participant has elected to first receive payment of his or her Deferral Account.
In no event will payment of the Deferral Account commence at a later date than
January 31 of the year in which the Participant attains age 70.
6.1.3 Valuation. A retired Participant's Deferral Account
shall be valued on November 30 of the Plan Year in which Retirement occurs, or
December 31 if the Participant retires on December 1. If the Participant elects
to receive payment in installments, the Deferral Account shall be revalued as of
the end of each Plan Year to credit (or debit) earnings (or losses) on the
Deferral Account, and payments made during the next Plan Year shall reflect such
revaluation.
6.2 Disability Benefits. A Participant who incurs a Disability shall
be entitled to commence receipt of benefits as if he or she had retired on the
date on which long-term disability payments commence.
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<PAGE>
6.3 Termination of Employment Prior to Retirement. Upon the Termination
of Employment of a Participant, the Company shall pay the Deferral Account to
the Participant in a lump sum as soon as practicable after the last day of the
month in which Termination of Employment occurs, provided, however, that the
Plan Administrator may defer payment of the benefit until the next Plan Year
following Termination of Employment if it determines, in its sole discretion,
that the Company would not qualify for a tax deduction, if the Deferral Account
were paid in the Plan Year in which Termination of Employment occurs. Earnings
(or losses) shall be credited (or debited) to the Participant's Deferral Account
up to the last business day of the month in which Termination of Employment
occurs, but not thereafter.
6.4 Survivor Benefits.
6.4.1 Pre-Termination Death. If the Participant dies before
payment of his or her Deferral Account has commenced, the Company shall
make a lump sum payment of the Participant's entire Deferral Account,
as soon as practicable after death, to the Beneficiary.
6.4.2 Post-Termination Death. If the Participant dies after
payment of the Participant's Deferral Account has commenced, but before
all payments have been made, payments shall continue to be made to the
Participant's Beneficiary in accordance with the same schedule as was
elected by the Participant, and the Beneficiary shall continue to
maintain all of the rights which would have been maintained by the
Participant had the Participant survived.
ARTICLE 7
Conditions Related to Benefits
7.1 Nonassignability. The benefits provided under the Plan may not be
alienated, assigned, transferred, pledged or hypothecated by or to any person or
entity, at any time or any manner whatsoever. These benefits shall be exempt
from the claims of creditors of any Participant or other claimants and from all
orders, decrees, levies, garnishment or executions against any Participant to
the fullest extent allowed by law.
7.2 No Right to Company Assets. The benefits paid under the Plan shall
be paid from the general funds of the Company, and the Participant and any
Beneficiary shall be unsecured general creditors of the Company with respect to
such benefits, with no special or prior right to any assets of the Company for
payment of any obligations hereunder, except as may be provided under Federal
bankruptcy law.
7.3 Protective Provisions. The Participant shall cooperate with the
Company by furnishing any and all information requested by the Plan
Administrator, in order to facilitate the payment of benefits hereunder.
7.4 Small Benefit Exception. Notwithstanding any other provisions of
the Plan, if the Participant's Deferral Account prior to the commencement of any
payments of such Deferral Account to the Participant is less than $10,000, the
Plan Administrator may, in its sole discretion, elect to pay such benefits in a
single lump sum. Similarly, if as a result of any election to receive payment of
the Deferral Account in installments, the installment payments will total less
than $300 each, the Plan Administrator may, in its sole discretion, elect to
shorten the benefit payment period so that each installment payment will total
at least $300.
7.5 Withholding. The Company will withhold from any payments made to
the Participant or Beneficiary such amounts as are required to be withheld for
the satisfaction of any federal, state or local income tax withholding
requirements and Social Security or other employee tax requirements applicable
to the payment of benefits under the Plan.
ARTICLE 8
Administration/Claims Procedures
8.1 Administration. The Plan Administrator shall have complete
discretionary authority to administer the Plan and interpret, construe and apply
its provisions. The Plan Administrator shall further have the right to
establish, adopt or revise such rules and regulations as it may deem necessary
or advisable for the administration of the Plan. All decisions of the Plan
Administrator shall be final and binding. The Plan Administrator shall have the
right to delegate some or all of its authority to any third party.
- 6 -
<PAGE>
8.2 Notice of Right to Claim Benefits. The Plan Administrator shall
notify the Participant and, where appropriate, the Beneficiary, of a right to
claim benefits under the Plan, shall make forms available for filing of such
claims, and shall provide the name of the person or persons with whom such claim
should be filed.
8.3 Benefit Claims and Appeal Procedures. The Plan Administrator shall
have full discretionary authority to make all determinations as to the right of
any person to a benefit from the Plan.
Any Participant or Beneficiary, or a duly authorized representative
thereof whose claim for a benefit made pursuant to the Plan is denied, may
request the Corporate Executive Office of the Company to review the denial of
any claim by the Plan Administrator. Such request must be in writing and must be
made within 60 days after receipt of the written notice that his or her claim
has been denied. Participants or Beneficiaries making such a request may review
pertinent documents and may submit issues and comments in writing.
Upon receipt of the written request, the Corporate Executive Office
shall render a decision on the request within 60 days after receipt of a request
for review.
The Corporate Executive Office shall have full discretionary authority
to make a determination on any matter relating to the Plan on which it is asked
to make a determination pursuant to the foregoing procedures. The decision of
such Corporate Executive Office shall be final and shall be provided in writing,
and shall include specific reasons for the decision, written in a manner
calculated to be understood by the person making the claim and with specific
references to the pertinent provisions of the Plan on which the decision is
based.
ARTICLE 9
Beneficiary Designation
The Participant shall have the right, at any time, to designate any
person or persons as Beneficiary (both primary and contingent) to whom payment
under the Plan shall be made in the event of the Participant's death. The
Beneficiary designation shall be effective when it is submitted in writing to
the Plan Administrator during the Participant's lifetime on a form prescribed by
the Plan Administrator. The submission of a new Beneficiary designation shall
cancel all prior Beneficiary designations.
If a Participant fails to designate a Beneficiary as provided above,
or if the Beneficiary designation is revoked by marriage, divorce, or otherwise
without execution of a new designation, or if every person designated as
Beneficiary predeceases the Participant or dies prior to complete distribution
of the Participant's benefits, then the Plan Administrator shall direct the
distribution of such benefits to the Participant's estate.
ARTICLE 10
Amendment and Termination of Plan
10.1 Amendment of Plan. The Company may at any time amend the Plan in
whole or in part, provided, however, that such amendment (i) shall not decrease
the balance of the Participant's Deferral Account at the time of such amendment,
and (ii) shall not retroactively decrease the applicable Crediting Rates or
Company Match of the Plan prior to the time of such amendment. The Plan
Administrator may amend the Crediting Rate and/or the available investment
portfolios of the Plan prospectively. Notwithstanding the foregoing, the Company
may not amend or terminate the Plan for two years following a Change in Control
without the consent of a majority of the Participants.
10.2 Termination of Plan. The Company may at any time terminate the
Plan. If the Company terminates the Plan, the date of such termination shall be
treated as the date of Termination of Employment for the purpose of calculating
Plan benefits, and the Company shall pay to the Participant the benefits the
Participant is entitled to receive under the Plan as monthly installments over a
three-year period commencing within 90 days after termination. All amounts in a
Participant's Deferral Account shall be vested as of such date. In the event
that the Plan is terminated within three years following a Change in Control,
payment of all Deferral Accounts in a cash lump sum will be made. In the event
the Plan is terminated within two years following a Change in Control, the
Participant's Account Balance shall be credited with earnings during the
foregoing three-year installment period at the Crediting Rate method in effect
prior to the Change in Control.
10.3 Constructive Receipt Termination. In the event the Plan
Administrator determines, in its sole discretion that any amounts deferred under
the Plan have been constructively received by Participants and must be
recognized as income for Federal income tax purposes before such amounts would
otherwise be paid hereunder, such amounts shall be distributed to Participants
as may be determined by the Plan Administrator. The determination of the Plan
Administrator under this Article 10.3 shall be binding and conclusive.
- 7 -
<PAGE>
ARTICLE 11
Miscellaneous
11.1 Captions. The captions of the articles and paragraphs of the
Plan are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
11.2 Employment Not Guaranteed. Nothing contained in the Plan nor
any action taken hereunder shall be construed as a contract of employment or as
giving any Participant any right to continued employment with the Company.
11.3 Exempt ERISA Plan. The Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for "a select
group of management or highly compensated employees" within the meaning of
Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3
and 4 of Title I of ERISA.
11.4 Gender, Singular and Plural. All pronouns and variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the identity
of the person or persons may require. As the context may require, the singular
may be read as the plural and the plural as the singular.
11.5 Notice. Any notice or filing required or permitted to be given to
the Company under the Plan shall be sufficient if in writing and hand-delivered,
or sent by first class mail to the principal office of the Company, directed to
the attention of the Plan Administrator. Such notice shall be deemed given as of
the date of delivery, or, if delivery is made by mail, as of the date shown on
the postmark.
11.6 Successors of the Company. The rights and obligations of the
Company under the Plan shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company.
11.7 Trust. The Company shall be responsible for the payment of all
benefits under the Plan. At its discretion, the Company may establish one or
more grantor trusts for the purpose of providing for payment of benefits under
the Plan. Such trust or trusts may be irrevocable, but the assets thereof shall
be subject to the claims of the Company's creditors. Benefits paid to the
Participant from any such trust shall be considered paid by the Company for
purposes of meeting the obligations of the Company under the Plan.
11.8 Validity. If any provision of the Plan is held invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provisions of the Plan.
11.9 Waiver of Breach. The waiver by the Company of any breach of any
provision of the Plan by the Participant shall not operate or be construed as a
waiver of any subsequent breach by the Participant.
IN WITNESS WHEREOF, the Company has caused the Plan, as amended and restated, to
be executed by its authorized officers, as of the 30th day of December, 1996.
THE BFGOODRICH COMPANY
ATTEST:
By: _________________________ By: _____________________________
Secretary Gary L. Habegger
Vice President, Human Resources
- 8 -
EXHIBIT 5
January 13, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Dear Sirs:
Please be advised that The B.F.Goodrich Company is filing herewith a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
relating to the registration of securities to be issued under The B.F.Goodrich
Company Savings Benefit Restoration Plan (the "Plan").
In connection with such filing, I, or attorneys employed or engaged by The
B.F.Goodrich Company, have examined such documents, certificates, and records
and have made such inquiries as I have deemed necessary or appropriate in order
to give the opinions expressed herein. On the basis of such examination and
inquiries, I am of the opinion that the securities issued under the Plan, which
shall consist of the deferred compensation obligations of the Company described
in the Registration Statement on Form S-8 of which this Exhibit 5 is part, will,
when issued in accordance with the Plan, be valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other losses of general applicability relating to or
affecting creditors' rights.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement.
Very truly yours,
/s/Nicholas J. Calise
Nicholas J. Calise
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of deferred compensation obligations under The
B.F.Goodrich Company Savings Benefit Restoration Plan, 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
January 6, 1997
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 interests under the Company's Non-Qualified Savings Benefit
Restoration Plan in an aggregate principal amount not to exceed $15 million,
including power and authority to sign his or her name in any and all capacities
(including his or her capacity as a Director and/or Officer of the Company) to
one or more registration statements on Form S-8, or such other available form as
may be approved by officers of the Company, and to any and all amendments,
including post-effective amendments, to such registration statements, and to any
and all instruments or documents filed as part of or in connection with such
registration statements 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 these presents this
21st day of October, 1996.
/s/Jeanette Grasselli Brown /s/David L. Burner
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director President and Director
/s/George A. Davidson, Jr. /s/Richard K. Davidson
- ---------------------------- ----------------------------
(George A. Davidson) (Richard K. Davidson)
Director Director
/s/James J. Glasser
- ---------------------------- ----------------------------
(James J. Glasser) (Thomas H. O'Leary)
Director Director
/s/Douglas E. Olesen /s/John D. Ong
- ---------------------------- ----------------------------
(Douglas E. Olesen) (John D. Ong)
Director Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
<PAGE>
/s/Richard de J. Osborne /s/Joseph A. Pichler
- ---------------------------- ----------------------------
(Richard de J. Osborne) (Joseph A. Pichler)
Director Director
/s/Alfred M. Rankin /s/Steven G. Rolls
- ---------------------------- ----------------------------
(Alfred M. Rankin) (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/A. Thomas Young
- ---------------------------- ----------------------------
(William L. Wallace) (A. Thomas Young)
Director Director
