UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
The B.F.Goodrich Company
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(Name of Issuer)
Common Stock Par Value $5 Per Share
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(Title of Class of Securities)
382388106
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(CUSIP Number)
Robert J. Tubbs, Secretary
Coltec Industries Inc
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
(704) 423-7000
Copies to:
George W. Bilicic, Jr.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 1998
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(Date of Event which Requires Filing of this Statement )
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of ss.ss.240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ss.240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes.)
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CUSIP No..........................................................382388106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
Coltec Industries Inc
IRS # 13-1846375
2. Check the Appropriate Box if a Member of a Group
(a) .....................................................[ ]
(b) .....................................................[ ]
3. SEC Use Only ............................................
4. Source of Funds.......................................WC, OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)....................................[ ]
6. Citizenship or Place of Organization.............Pennsylvania
Number of 7. Sole Voting Power..14,792,612 shares of Common Stock*
Shares
Beneficially 8. Shared Voting Power............................... 0
Owned by
each 9. Sole Dispositive Power.14,792,612 shares of Common Stock*
Reporting
Person With 10. Shared Dispositive Power.......................... 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person.................................. 14,792,612*
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*....................................................[ ]
13. Percent of Class Represented by Amount
in Row (11).................19.9% of the number of shares of
Common Stock
14. Type of Reporting Person................................... CO
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* Beneficial Ownership of 14,792,612 shares of Common Stock reported
hereunder is so being reported solely as a result of the Option Agreement
described in Item 4. The Option (as defined in Item 3) granted pursuant to
the Option Agreement has not yet become exercisable. Because the Option
will not become exercisable unless and until certain specified events
occur, Coltec Industries Inc expressly disclaims beneficial ownership of
all such shares.
Item 1. Security and Issuer
This statement relates to the common stock, par value $5 per share
("Common Stock"), of The B.F.Goodrich Company, a corporation formed under
the laws of the State of New York (the "Issuer"), the principal executive
offices of which are located at 4020 Kinross Lakes Parkway, Richfield, Ohio
44286-9368.
Item 2. Identity and Background
(a)-(c) and (f) This statement is being filed by Coltec
Industries Inc, a corporation formed under the laws of the Commonwealth of
Pennsylvania ("Coltec"). The principal business offices of Coltec are
located at 3 Coliseum Centre, 2550 West Tyvola Road, Charlotte, North
Carolina 28217. As of the date of this Schedule 13D, Coltec and its
consolidated subsidiaries manufacture and sell a diversified range of
highly-engineered aerospace and industrial products in the United States
and, to a lesser extent, abroad. Coltec's operations are conducted through
two principal segments: its Aerospace and Industrial Segments.
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The names of the directors and executive officers of Coltec and
their respective business addresses, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations and other organizations in which such
employment is conducted, are set forth on Schedule I, which Schedule is
incorporated herein by reference.
Other than executive officers and directors, to the best of
Coltec's knowledge, there are no persons controlling or ultimately in
control of Coltec.
(d)-(e) Neither Coltec nor, to the best of its knowledge, any of
the persons listed in Schedule I has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither Coltec nor, to the best of its knowledge, any of the
persons listed in Schedule I has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As more fully described in Item 4, the Issuer has pursuant to the
Option Agreement granted to Coltec an irrevocable option pursuant to which
Coltec has the right, upon the occurrence of certain events (none of which
has occurred), to purchase up to 14,792,612 shares of Common Stock (subject
to customary anti-dilution adjustments) at a price per share of $35.9375
(the "Option"). Certain terms of the Option are summarized in Item 4.
If the Option were exercisable and Coltec were to exercise the
Option on the date of this Schedule 13D, the funds required to purchase the
shares of Common Stock issuable upon exercise would be $531,609,494. It is
currently anticipated that funds to finance such purchase would be derived
from a combination of working capital and borrowings, although no
definitive determination has been made at this time as to the source of
such funds and no agreement is currently in place that would allow for the
borrowing of such funds. Pursuant to the terms of the Option Agreement,
Coltec can perform a cashless exercise of the Option, which would allow
Coltec to obtain the benefits of the Option but would require no
expenditure of funds.
Item 4. Purpose of Transaction
(a)-(j) Summary of the Terms of the Merger Agreement:
The Issuer, Coltec and Runway Acquisition Corporation have
entered into an Agreement and Plan of Merger, dated as of November 22, 1998
(the "Merger Agreement"), pursuant to which Runway Acquisition Corporation,
a wholly-owned subsidiary of the Issuer, will merge into Coltec (the
"Merger"). Coltec will be the surviving corporation (the "Surviving
Corporation") of the Merger and will, after the Merger is completed, be a
wholly-owned subsidiary of the Issuer. The Articles of Incorporation and
the Bylaws of Runway Acquisition Corporation that are in effect immediately
prior to the effective date of the Merger will become the Articles of
Incorporation and the Bylaws of the Surviving Corporation after the Merger.
The directors and officers of Runway Acquisition Corporation, immediately
before the effective date of the Merger, will become the directors and
officers of the Surviving Corporation; however, it is anticipated that the
current members of Coltec's operating management will generally remain in
place and be integrated into existing business units of the Issuer or
operate separate business units of the Issuer. The Board of Directors of
the Issuer will be increased from 12 to 15 members. At the effective date
of the Merger, each outstanding share of common stock of Coltec will be
converted into .56 of a share of Common Stock (plus cash in lieu of
fractional shares and together with the associated preferred share purchase
rights under the Issuer's rights plan), subject to customary anti-dilution
adjustments.
Upon consummation of the Merger, the Coltec common stock will be
delisted from trading on the New York Stock Exchange and the Pacific
Exchange, where it currently trades under the symbol "COT," and Coltec will
no longer be required to file periodic reports under Section 12(b) of the
Act (although Coltec may have continuing reporting obligations under
Section 15(d) of the Act by reason of various outstanding debt securities).
The Merger Agreement contains certain customary restrictions on
the conduct of the business of Coltec pending consummation of the Merger,
including, but not limited to, not declaring, setting aside or paying any
dividend or other distribution payable in cash, stock or property in
respect of any capital stock of Coltec.
Consummation of the Merger is subject to the satisfaction or
waiver of certain conditions, including, but not limited to, approval of
the Merger by the holders of shares of Coltec common stock, approval of the
issuance of shares of Common Stock in accordance with the terms of the
Merger Agreement by the holders of shares of Common Stock, the receipt of
certain regulatory approvals, and the satisfaction of certain other
customary conditions.
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Summary of the Terms of the Option Agreement:
In connection with the Merger Agreement, Coltec and the Issuer
entered into a stock option agreement, dated as of November 22, 1998 (the
"Option Agreement"). Simultaneously with the execution of the Option
Agreement, Coltec and the Issuer entered into a corresponding stock option
agreement providing for the issuance to the Issuer of up to 19.9% of the
common stock of Coltec on substantially identical terms as are set forth in
the Option Agreement.
Pursuant to the Option Agreement, the Issuer granted to Coltec an
Option to purchase, subject to customary anti-dilution adjustments, up to
14,792,612 shares of Common Stock at a price per share of $35.9375, or
19.9% of the issued and outstanding shares of Common Stock. In no event
will the number of shares of Common Stock issuable upon exercise of the
Option exceed 19.9% of the issued and outstanding shares of Common Stock.
Coltec may only exercise the Option in whole, but not in part, at
any time after the Merger Agreement is terminated and the Issuer has become
obligated to pay the Termination Fee (as defined in the Merger Agreement)
to Coltec. This is defined as the Trigger Event in the Option Agreement.
Pursuant to the Merger Agreement, the Issuer would be required to pay the
Termination Fee to Coltec if the Merger Agreement is terminated by either
Coltec or the Issuer if (1) the Board of Directors of the Issuer has
accepted or resolved to accept a Superior Proposal (as defined in the
Merger Agreement) or refused to affirm its recommendation concerning the
Stock Issuance Proposal (as defined in the Merger Agreement) within 10
business days after receipt of any written request from Coltec to do so at
any time when an Acquisition Proposal (as defined in the Merger Agreement)
with respect to the Issuer has been made and not rejected by the Board of
Directors of the Issuer or (2) the shareholders of the issuer have not
approved the Stock Issuance Proposal, an Acquisition Proposal with respect
to the Issuer has been publicly disclosed to the shareholders of the Issuer
(and has not been withdrawn or terminated) prior to the Issuer's
shareholders' meeting and, within 12 months after such termination of the
Merger Agreement, the Issuer enters into an agreement providing for the
consummation of an Acquisition Proposal or an Acquisition Proposal is
consummated.
The obligation of the Issuer to issue shares of Common Stock upon
the exercise of the Option by Coltec is subject to certain conditions,
including, but not limited to, the expiration of the applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the Competition Act (Canada), receipt of all third party or
governmental consents required under the Merger Agreement to be obtained by
either Coltec or the Issuer (except such consents as are determined to be
immaterial) and no preliminary injunction or other court order prohibiting
the issuance of the shares of Common Stock being in effect.
The Option shall terminate (1) upon the effective date of the
Merger, (2) if the Merger Agreement is terminated for reasons other than as
set forth above, (3) if an Acquisition Proposal with respect to the Issuer
has been publicly disclosed to the shareholders of the Issuer (and not
withdrawn or terminated), but an agreement providing for the consummation
of an Acquisition Proposal is not executed or an Acquisition Proposal is
not consummated within 12 months after termination of the Merger Agreement,
(4) if the Option has not been exercised by Coltec within certain time
periods set forth in the Option Agreement (generally within 30 days
following a Trigger Event, subject to extension to 180 days in the event
that there exists a legal impediment to Coltec's exercise of the Option at
the expiration of such initial 30-day period) or (5) if the representations
and warranties of Coltec contained in the Option Agreement or Merger
Agreement are determined to be inaccurate (subject to materiality
qualifications) upon certain specified dates or if Coltec is determined to
be in material breach of any of its covenants contained in the Option
Agreement or the Merger Agreement.
The terms of the Option Agreement also provide for the ability of
Coltec, at its election, to be paid cash by the Issuer during the Option's
exercise period if the Market/Offer Price (as defined in the Option
Agreement) is determined to be greater than $35.9375. The Market/Offer
Price is defined, as of any date, as the higher of (1) the price per share
offered as of such date pursuant to any tender or exchange offer or other
public offer with respect to the highest Acquisition Proposal that was made
prior to such date and not terminated or withdrawn as of such date and (2)
the Fair Market Value (as defined in the Option Agreement) of the Common
Stock as of such date.
Pursuant to the Option Agreement, Coltec has agreed that,
following the date thereof and prior to the fifth anniversary of the date
thereof, it will vote all shares of capital stock of the Issuer acquired
pursuant to the Option Agreement or otherwise beneficially owned by it on
each matter submitted to a vote of shareholders of the Issuer
proportionately with the votes cast by all other shareholders of the
Issuer.
Subject to the terms and conditions of the Option Agreement, the
Issuer has granted Coltec the right, for a period of two years after the
exercise of the Option, to request that the Issuer register under the
Securities Act of 1933, as amended, all or a portion of the shares of
Common Stock issuable upon the exercise of the Option pursuant to a bona
fide firm commitment underwritten public offering. The Option Agreement
provides that, other than pursuant to such a registered public offering,
Coltec may not sell or otherwise transfer any shares of Common Stock
obtained by it through exercise of the Option, unless such transaction (1)
has been approved by a majority of the members of the Board of
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Directors of the Issuer, which members were members of the Board of
Directors of the Issuer prior to the announcement of such transaction, or
(2) would not result in any purchaser or transferee becoming, to Coltec's
knowledge after reasonable inquiry, the beneficial owner of more than 1% of
the then-outstanding Common Stock on a fully diluted basis.
Except as provided in the Option Agreement, neither the Option
Agreement nor the rights or obligations of either the Issuer or Coltec may
be assigned without the written consent of the other party.
Except as set forth in this Item 4, Coltec has no plans or
proposals which relate to or would result in any of the matters set forth
in clauses (a) through (j) of Item 4 of Schedule 13D.
Copies of the Merger Agreement and both stock option agreements
are filed as exhibits to the Issuer's Report on Form 8-K filed on November
24, 1998 and are incorporated herein by reference. The summary of the terms
of the Merger Agreement and the Option Agreement contained in this Schedule
13D is not intended to be complete and is qualified in its entirety by
reference to such exhibits.
Item 5. Interest in Securities of the Issuer
(a) Coltec may be deemed to be the beneficial owner of the shares
of Common Stock issuable upon the exercise of the Option. As provided in
the Option Agreement, Coltec may exercise the Option only upon the
happening of one or more events, none of which has occurred. (See Item 4.)
If the Option were exercised, the shares of Common Stock issuable to Coltec
would represent 19.9% of the currently issued and outstanding shares of
Common Stock (without giving effect to the issuance of such shares of
Common Stock). Coltec has no right to vote or dispose of the shares of
Common Stock subject to the Option and expressly disclaims beneficial
ownership of all such shares. Except as set forth above, neither Coltec
nor, to the best of its knowledge, any of the persons listed in Schedule I
beneficially owns any shares of Common Stock.
(b) If Coltec were to exercise the Option, it would have sole
power to vote and, subject to the terms of the Option Agreement, sole power
to direct the disposition of the shares of Common Stock issuable pursuant
to the Option.
(c) Coltec acquired the Option in connection with the Merger
Agreement. (See Item 4.) Neither Coltec nor, to the best of its knowledge,
any of the persons listed in Schedule I has effected any transactions in
the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as described in Item 4 and Item 5 of this Schedule 13D,
neither Coltec nor, to the best of its knowledge, any of the persons listed
on Schedule I has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Issuer, including, but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
1. Agreement and Plan of Merger, dated as of November 22, 1998, among The
B.F.Goodrich Company, Runway Acquisition Corporation and Coltec
Industries Inc. (Reference is made to Exhibit 99.2 to The B.F.Goodrich
Company's Report on Form 8-K filed November 24, 1998, which Exhibit is
incorporated herein by reference.)
2. Company Stock Option Agreement, dated as of November 22, 1998, between
The B.F.Goodrich Company and Coltec Industries Inc. (Reference is made
to Exhibit 99.3 to The B.F.Goodrich Company's Report on Form 8-K filed
November 24, 1998, which Exhibit is incorporated herein by reference.)
3. Parent Stock Option Agreement, dated as of November 22, 1998, between
The B.F.Goodrich Company and Coltec Industries Inc. (Reference is made
to Exhibit 99.3 to The B.F.Goodrich Company's Report on Form 8-K filed
November 24, 1998, which Exhibit is incorporated herein by reference.)
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Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 2, 1998 COLTEC INDUSTRIES INC
By: /s/ Robert J. Tubbs
------------------------------------
Name: Robert J. Tubbs
Title: Executive Vice President,
General Counsel and Secretary
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SCHEDULE I
Directors and Executive Officers of Coltec Industries Inc
The names, business addresses and present principal occupations
of the directors and executive officers of Coltec Industries Inc are set
forth below. If no business address is given, the director's or executive
officer's business address is Coltec Industries Inc, 3 Coliseum Centre,
2550 West Tyvola Road, Charlotte, North Carolina 28217. The business
address of each of the directors of Coltec Industries Inc is also the
business address of such director's employer, if any. Unless otherwise
indicated, all directors and officers listed below are citizens of the
United States.
I. Directors
Joseph R. Coppola Retired. Formerly, Chairman, Chief Executive
Officer and President of Giddings & Lewis, Inc. (a
machine tool manufacturing company).
4021 Gulf Shore Blvd. N., #2005, Naples, FL
34103
William H. Grigg Retired. Formerly Chairman and Chief Executive
Officer of Duke Energy Corporation (a public
utility company).
2301 Hopedale Avenue, Charlotte, NC 28207
David D. Harrison Executive Vice President and Chief Financial
Officer
Coltec Industries Inc
John W. Guffey, Jr. Chairman and Chief Executive Officer
Coltec Industries Inc
William R. Holland Chairman and Chief Executive Officer of United
Dominion Industries (a diversified industrial
manufacturing company).
United Dominion Industries, One First Union
Center, 301 South College Street, Charlotte, NC
28202-6039
David I. Margolis Retired. Formerly Chairman of the Board and
Chief Executive Officer of Coltec Industries Inc.
147 East 48th Street, New York, NY 10017
Joel Moses Retired. Formerly, Provost of the Massachusetts
Institute of Technology.
400 West 119th Street
New York, NY 10027
Richard A. Stuckey Retired. Formerly, Chief Economist of E.I. du
Pont de Nemours and Company, Inc. (a diversified
chemical manufacturing company).
3502 SE Doubleton Drive, Stuart, FL 34997
Nishan Teshoian President and Chief Operating Officer
Coltec Industries Inc
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II. Executive Officers
Joseph F. Andolino Vice President, Business Development and Taxes
Coltec Industries Inc
Michael J. Burdulis Senior Vice President, Group Operations
Coltec Industries Inc
John W. Guffey, Jr. Chairman and Chief Executive Officer
Coltec Industries Inc
David D. Harrison Executive Vice President and Chief Financial
Officer
Coltec Industries Inc
Paul R. Kuhn Senior Vice President, Group Operations
Coltec Industries Inc
John N. Maier Vice President and Controller
Coltec Industries Inc
Laurence H. Polsky Executive Vice President, Administration
Coltec Industries Inc
Nishan Teshoian President and Chief Operating Officer
Coltec Industries Inc
Robert J. Tubbs Executive Vice President, General Counsel and
Secretary
Coltec Industries Inc
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