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)
ROHR, INC. 1982 STOCK OPTION PLAN
ROHR, INC. 1989 STOCK INCENTIVE PLAN
ROHR, INC. 1995 STOCK INCENTIVE PLAN
---------------------------------------------------------
(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
---------------------------------------
(Name and address of agent for service)
(330) 659-7711
-------------------------------------------------------------
(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 registered per share (1) price (1) fee
- ---------- ------------ ------------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 1,288,604 $51.125 $65,879,879.50 $19,470
</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) Estimated solely for the purpose of determining the registration fee
based on the closing price of the Common Stock under the consolidated
reporting system for May 26, 1998.
<PAGE>
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, 1997, and the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998, and Current Reports on Form 8-K dated
January 6, 1998 and January 14, 1998.
(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.
(c) The description of the Company's Common Stock which is contained in
the Company's registration statement No. 333-40291 on Form S-4.
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 13,617 shares of the Company's Common
Stock, has deferred receipt of 5,949 shares of the Company's Common Stock under
the Company's Long-Term Incentive Plan; has contingently credited to his account
2,600 phantom shares under the 1998-2000 Long-Term Incentive Plan, has options
to purchase 77,300 shares of Common Stock; and had credited to his account in
the Company's Retirement Plus Savings Plan as of April 30, 1998, 5,158 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
<PAGE>
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.
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.
<PAGE>
EXEMPTION FROM REGISTRATION CLAIMED (Item 7)
Not applicable.
EXHIBITS (Item 8)
The following exhibits are filed as part of this Registration Statement:
4(a) 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 which was filed as Exhibit 1 to
Form 8-A filed June 19, 1997, is incorporated herein by reference.
4(b) Rohr, Inc. 1982 Stock Option Plan. This exhibit was filed as Exhibit B
to Rohr, Inc. proxy statement dated October 13, 1982 and First through
Seventh Amendments filed as Exhibits to Rohr, Inc. Annual Report on Form
10-K as follows are incorporated herein by reference: Exhibit 10.2.1
to Form 10-K for fiscal year ended July 31, 1986; Exhibits 10.2.2 and
10.2.3 to Form 10-K for fiscal year ended July 31, 1987; Exhibits 10.1.4
and 10.1.5 to Form 10-K for fiscal year ended July 31, 1988; Exhibits
10.1.9 and 10.1.10 to form 10-K for fiscal year ended July 31, 1989.
Eighth and Ninth Amendments.
4(c) Rohr, Inc. 1989 Stock Option Plan was filed as Exhibit 10.18 to Rohr
Industries, Inc. Form 10-K for fiscal year ended July 31, 1990 is
incorporated herein by reference.
4(d) Rohr, Inc. 1995 Stock Incentive Plan filed as Exhibit 4.1 to Rohr, Inc.
Registration Statement No. 33-65447 filed on December 28, 1995, is
incorporated herein by reference.
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.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Deloitte & Touche LLP, independent auditors.
23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24(a) Power of Attorney.
24(b) 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 Town of Richfield, State of Ohio, on May 28, 1998.
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 May 28, 1998 by the following persons in
the capacities indicated.
/s/Jeanette Grasselli Brown* /s/David L. Burner*
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director Chairman of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Diane C. Creel* /s/George A. Davidson, Jr.*
- ---------------------------- ----------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director
/s/Jodie K. Glore *
- ---------------------------- ----------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director
/s/Robert D. Koney, Jr.* /s/Douglas E. Olesen *
- ---------------------------- ----------------------------
(Robert D. Koney, Jr.) (Douglas E. Olesen)
Vice President and Controller Director
(Principal Accounting Officer)
/s/Richard de J. Osborne* /s/Alfred M. Rankin, Jr.*
- ---------------------------- ----------------------------
(Richard de J. Osborne) (Alfred M. Rankin, Jr.)
Director Director
/s/Robert H. Rau* /s/D. Lee Tobler*
- ---------------------------- ----------------------------
(Robert H. Rau) (D. Lee Tobler)
Director Executive Vice President and Director
(Principal Financial Officer)
/s/James R. Wilson* /s/A. Thomas Young*
- ---------------------------- ----------------------------
(James R. Wilson) (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
<PAGE>
EXHIBITS INDEX
EXHIBIT
NO.
4(b) Eighth and Ninth Amendments to Rohr, Inc. 1982 Stock Option 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.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Deloitte & Touche LLP, independent auditors
23(c) Consent of Nicholas J. Calise, Esquire (contained in his opinion filed
as Exhibit 5).
24(a) Power of Attorney.
24(b) Power of Attorney.
Exhibit 4(b)
EIGHTH AMENDMENT
ROHR INDUSTRIES, INC.
STOCK OPTION PLAN OF 1982
Amendment made as of the day of , 19 , to the Stock Option Plan
of 1982, hereinafter referred to as the "Plan."
1. Section 7.5 is hereby amended to read in full as follows:
"7.5 In the event of a Change in Control of the Company, then (i) a person
who at the date of the Change in Control is an officer of the Company
and who is thereafter terminated other than by death, retirement or
permanent and total disability, (which are dealt with elsewhere in
the plan), and other than a voluntary termination or a termination
for cause, shall have his period to exercise his options or Stock
Appreciation Rights extended (but not extended beyond the date on
which such option or Stock Appreciation Right would have expired by
its own terms) for a period of three months following his termination
of employment, and (ii) such terminated officer described just above
shall be entitled to exercise, within the aforesaid extended period,
the entire number of shares granted in the option, notwithstanding
any other provisions in the Plan or the option grant; provided,
however, in connection with said Change in Control, said officer will
not have obtained, except proportionately as a shareholder, a
participatory interest in the ownership of the surviving corporation
(in the case of a merger or consolidation), in the ownership of the
entity beneficially owning the requisite percentage of Company stock
(in the case of an entity owning 40% of the Company), in the receipt
of assets or earning power (in the case of a transfer of 50% or more
of the assets or earning power), or in the loans, advances,
guarantees, pledges, or other financial assistance or tax credits.
2. For the purposes of this Section, the following definitions shall apply:
(A) "Change in Control" shall mean:
(1) an agreement shall have been entered or a document signed
providing for the merger, consolidation or liquidation of the
Company;
(2) the beneficial ownership (the direct or indirect beneficial
ownership for purposes of Section 13(d) of the Securities Exchange
Act of 1934 (the "1934 Act") and Regulations 13D-G thereunder, or
any comparable or successor law or regulation) of 40 percent or
more of the Company's shares by any person or associated or
affiliated group of persons (as defined by Rule 12b-2 of the
General Rules and Regulations under the 1934 Act, as in effect on
the date hereof);
(3) an agreement shall have been entered or a document signed
providing for the sale, mortgage, lease or other transfer in one
or more transactions (other than transactions in the ordinary
course of business) of the assets or earning power aggregating
more than 50 percent of the assets or earning power of the
Company and its subsidiaries (taken as a whole) to any Person
or associated or affiliated group of Persons; or
(4) any Acquiring Person (as hereinafter defined) shall receive the
benefit, directly or indirectly (except proportionately as a
shareholder or upon terms and conditions not less favorable to the
Company than the Company would be able to obtain in arm's length
negotiations with an unaffiliated party) of any loans, advances,
guarantees, pledges or other financial assistance, or any tax
credits or other tax advantage provided by the Company or its
subsidiaries; or
(5) Change in Control shall also mean, and a Change of Control shall
be deemed to have occurred, if at any time, the Board of Directors
of the Company shall be composed of a majority of Directors which
are not Continuing Directors.
<PAGE>
(B) "Acquiring Person" shall mean any Person (as defined) who or which,
together with all Affiliates and Associates (as such terms are defined
in Rule 12b-2 of the General Rules and Regulations under the 1934 Act,
as in effect on the date hereof) of such Person, shall be the
Beneficial Owner (as defined in Rule 13d-3 of the General Rules and
Regulations under the 1934 Act, as in effect on the date hereof) of 15
percent or more of the Voting Shares of the Company then outstanding;
provided, however, that an Acquiring Person shall not include the
Company, any wholly-owned subsidiary of the Company and any employee
benefit plan of the Company or of a subsidiary of the Company or any
Person holding Voting Shares of the Company for or pursuant to the
terms of any such plan. For purposes of this paragraph, the percentage
of the outstanding shares of Voting Shares of which a Person is a
Beneficial Owner shall be calculated in accordance with said Rule
13d-3.
(C) "Continuing Director" shall mean a director if he or she was a member
of the Board of Directors as of the date hereof and any successor of a
Continuing Director or director filling a newly created position on the
Board of Directors who is elected or nominated to succeed a
Continuing Director or to fill such newly created position by a
majority of Continuing Directors then on the Board.
(D) "Person" shall mean any individual, firm, partnership,
corporation, trust, estate, association, group (as such term is used
in Rule 13d-5 under the Exchange Act) or other entity, and any two or
more of the foregoing acting in concert or pursuant to an agreement,
arrangement, or understanding for the purpose of acquiring, holding,
voting or disposing of capital stock of the Company, and shall include
any successor by merger or otherwise) of such entity.
(E) "Voting Shares" shall mean (i) shares of the Company's $1 par value
common stock, and (ii) any other share of capital stock of the Company
entitled to vote generally in the election of directors or entitled to
vote in respect of any merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation, dissolution
or winding up. References to a percentage or portion of the
outstanding Voting Shares shall be deemed a reference to the percentage
or portion of the total votes entitled to be cast by the holders of the
outstanding Voting Shares.
(i) "Termination for Cause" shall mean termination of the Grantee's
employment by the Company solely by reason of one or more of:
(1) an act by the Grantee constituting a felony, and resulting in
a conviction, and resulting or intended to result directly or
indirectly in substantial gain or personal enrichment at the
expense of the Company or any of its affiliated corporations,
or
(2) the Grantee's willful and deliberate engagement in an
act of gross misconduct that results in demonstrably
material and irreparable injury to the Company or any of
its affiliated corporations, and which was demonstrably
(A) due in bad faith and (B) without a reasonable belief that
such act was in the best interests of the Company, or
<PAGE>
(3) the Grantee's willful, deliberate and continued failure
substantially to perform the Grantee's duties to the Company,
which is demonstrably committed
(A) in bad faith,
(B) without a reasonable belief that any such breach of
duties is in the best interests of the Company, and
(C) which is not remedied within three months, after the
written demand notice referred to below.
In the event a Termination for Cause is believed to be
justified, then a written notice thereof shall be
delivered to the Grantee by the Company's chief
executive officer Or by the Company's Board of
Directors if the Grantee is the chief executive
officer) which specifically and in detail
identifies and explains the manner in which it is
believed that the Grantee has performed an act which
justifies a Termination for Cause.
(vii) A "voluntary termination" shall be a termination where the
officer voluntarily resigns from employment with the Company
except in the case of an event which is a "Constructive
Termination", as defined in any severance compensation agreement
entered between said officer and the Company."
2. In all other respects, the Plan is hereby ratified and confirmed.
ROHR INDUSTRIES, INC.
By:
---------------------------
<PAGE>
NINTH AMENDMENT TO THE
ROHR INDUSTRIES, INC.,
STOCK OPTION PLAN OF 1982
Amendment made as of this 30th day of November, 1990, to the
Rohr Industries, Inc., Stock Option Plan of 1982, hereinafter referred to as the
"Plan."
1. Paragraph 7.3 is hereby amended to read in full as follows:
"7.3Retirement. If the Grantee's employment by the Company or
any of its subsidiaries is terminated by the Grantee's normal
retirement at age 65, under the Company's Salaried Retirement
Plan (Restated, January 1, 1989) or the Supplemental
Retirement Plan (Restated, 1983), as they may be amended from
time to time or any succession retirement plan thereto, then
that portion of this Option exercisable at the time of such
termination of employment may thereafter be exercised during
the full term specified in the Option. In the event of an
early retirement of the Grantee, however, then that portion of
the Option which is exercisable at the time of such
termination of employment may thereafter be exercised, but not
for more than three (3) years after such termination (or upon
the expiration of the specified term of this option, whichever
date is sooner); provided, however, in the sole discretion of
the Chairman of the Board of the Company, in writing
exercised, then the above-stated period may be extended for
the full term specified in the Option."
2. In all other respects, the Plan is hereby ratified and
confirmed.
ROHR INDUSTRIES, INC.
By:
--------------------
R. W. Madsen
Vice President
EXHIBIT 5
May 28, 1998
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 Rohr, Inc.
1982 Stock Option Plan, the Rohr, Inc. 1989 Stock Incentive Plan and the Rohr,
Inc. 1995 Stock Incentive Plan (the "Plans").
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 Common Stock of The B.F.Goodrich Company
to be issued under the Plans, will, when issued in accordance with the Plans, 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 laws 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 The B.F.Goodrich Company Common Stock under
the Rohr, Inc. 1982 Stock Option Plan, the Rohr, Inc. 1989 Stock Incentive Plan
and the Rohr, Inc. 1995 Stock Incentive Plan, of our report dated February 16,
1998, 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, 1997, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
--------------------
ERNST & YOUNG LLP
Cleveland, Ohio
May 26, 1998
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The BFGoodrich Company on Form S-8 of our reports dated September 11, 1997, on
our audits of Rohr, Inc. as of July 31, 1996 and for each of the two years in
the period then ended, incorporated by reference in the Annual Report on Form
10-K of The BFGoodrich Company for the year ended December 31, 1997.
/s/Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
San Diego, California
May 28, 1998
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Lee Tobler, Terrence G. Linnert 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 shares of the Company's common Stock ($5 par value) to be
issued pursuant to The B.F.Goodrich Company Directors' Deferred Compensation
Plan, and various existing stock option and employee savings plans or Rohr,
Inc., 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 Registration Statements on Form S-8, 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
16th day of February, 1998.
/s/Jeanette Grasselli Brown /s/David L. Burner
- ---------------------------- ----------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director Chairman of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Diane C. Creel /s/George A. Davidson, Jr.
- ---------------------------- ----------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director
/s/Jodie K. Glore
- ---------------------------- ----------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director
/s/Douglas E. Olesen /s/ Richard de J. Osborne
- ---------------------------- ----------------------------
(Douglas E. Olesen) (Richard de J. Osborne)
Director Director
<PAGE>
/s/Alfred M. Rankin, Jr. /s/Robert H. Rau
- ---------------------------- ----------------------------
(Alfred M. Rankin, Jr.) (Robert H. Rau)
Director Director
/s/D. Lee Tobler /s/James R. Wilson
- ---------------------------- ----------------------------
(D. Lee Tobler) (James R. Wilson)
Executive Vice President and Director Director
(Principal Financial Officer)
/s/A. Thomas Young
- ----------------------------
(A. Thomas Young)
Director
EXHIBIT 24(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. Lee Tobler, Terrence G. Linnert 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 shares of the Company's common Stock ($5 par value) to be
issued pursuant to The B.F.Goodrich Company Directors' Deferred Compensation
Plan, and various existing stock option and employee savings plans or Rohr,
Inc., 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 Registration Statements on Form S-8, 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
20th day of April, 1998.
/s/Robert D. Koney, Jr.
----------------------------
(Robert D. Koney, Jr.)
Vice President and Controller
(Principal Accounting Officer)
