<PAGE> 1
Filed Pursuant To Rule 424(b)(1)
Registration No. 333-48775
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 8, 1998
$300,000,000
THE B.F.GOODRICH COMPANY
$100,000,000 6.45% NOTES DUE 2008
$200,000,000 7.00% NOTES DUE 2038
------------------------
Interest on each series of Notes (collectively, the "Offered Securities")
is payable on April 15 and October 15 of each year, commencing October 15, 1998.
Each series of Offered Securities is hereby offered separately and not as a
unit. The Offered Securities are not redeemable prior to maturity and will not
be subject to any sinking fund.
The Offered Securities will be represented by one or more global securities
registered in the name of a nominee of The Depository Trust Company ("DTC").
Beneficial interests in such global securities will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants. Except as described herein, the Offered Securities will not be
issued in definitive form. The Offered Securities will be issued only in
denominations of $1,000 and integral multiples thereof. See "Description of
Offered Securities -- General" and "-- Book-Entry System".
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(2)(3)
--------- ------------ -------------
<S> <C> <C> <C>
Per 2008 Note................................ 99.815% 0.650% 99.165%
Total........................................ $99,815,000 $650,000 $99,165,000
Per 2038 Note................................ 99.411% 0.875% 98.536%
Total........................................ $198,822,000 $1,750,000 $197,072,000
</TABLE>
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(1) Plus accrued interest from April 15, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
(3) Before deducting other expenses payable by the Company, estimated at
$800,000.
------------------------
The Offered Securities are being offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Offered
Securities will be ready for delivery in book-entry form only through the
facilities of DTC in New York, New York on or about April 28, 1998 against
payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
CITICORP SECURITIES, INC.
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
NATIONSBANC MONTGOMERY SECURITIES LLC
------------------------
The date of this Prospectus Supplement is April 23, 1998.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE OFFERED
SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH OFFERED SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING".
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES.
------------------
THE COMPANY
GENERAL
The Company manufactures and supplies a wide variety of systems and
component parts for the aerospace industry and provides maintenance, repair and
overhaul services on commercial, regional, business and general aviation
aircraft. The Company also manufactures specialty plastics and specialty
additives products for a variety of end-user applications. The Company, with
1997 sales of $3.4 billion, is organized into two principal business segments:
BFGoodrich Aerospace and BFGoodrich Specialty Chemicals. The Company maintains
patent and technical assistance agreements, licenses and trademarks on its
products, process technologies and expertise in most of the countries in which
it operates. The Company conducts its business through numerous divisions and 82
wholly and majority-owned subsidiaries worldwide.
The principal executive offices of the Company are located at 4020 Kinross
Lakes Parkway, Richfield, Ohio 44286-9368 (telephone (330) 659-7600). The
Company was incorporated under the laws of the State of New York on May 2, 1912
as the successor to a business founded in 1870.
FINANCIAL RESULTS FOR THE THREE-MONTHS ENDED MARCH 31, 1998
Selected highlights from the Company's financial results for the three
months ended March 31, 1998 as compared to the same period in the previous year,
are presented below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1998 1997
--------- ---------
(DOLLARS IN MILLIONS)
(UNAUDITED)
<S> <C> <C>
Sales
Aerospace................................................. $685.3 $541.5
Specialty Chemicals....................................... 252.4 222.7
------ ------
$937.7 $764.2
Operating Income
Aerospace................................................. $ 87.9 $ 55.0
Specialty Chemicals....................................... 36.6 31.1
Unallocated Corporate Expenses............................ (13.8) (14.8)
------ ------
Operating Income............................................ $110.7 $ 71.3
Income from continuing operations........................... $ 54.2 $ 29.8
Net income.................................................. $ 52.6 $ 93.9
</TABLE>
Net income for the three-month periods ended March 31, 1998 and 1997
included an after-tax charge of $1.6 million and after-tax earnings of $64.1
million, respectively, related to discontinued operations.
S-2
<PAGE> 3
Aerospace continued to benefit from the upturn in commercial aircraft
production and from increased sales of replacement parts. All four Aerospace
business groups had improved results, with the Aerostructures and Sensors and
Integrated Systems Groups achieving substantial increases in operating income.
Specialty Chemicals achieved solid operating income growth over the 1997
first quarter, reflecting improved earnings in both the Specialty Additives and
Specialty Plastics Groups. The Specialty Additives Group had higher volumes and
lower raw material costs, while the Specialty Plastics Group experienced strong
demand for thermoplastic polyurethanes that offset volume softness for
high-heat-resistant plastics.
The results of the Company for the three-month period ended March 31, 1998
should not be considered indicative of the results that may be achieved for the
year ending December 31, 1998.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Offered
Securities to retire a similar amount of indebtedness which is borrowed on a
7-day or 30-day revolving basis and which expires in March 1999 and which bears
interest at a rate equal to LIBOR plus 30 basis points and which was incurred by
the Company to acquire Freedom Chemical Company.
DESCRIPTION OF THE OFFERED SECURITIES
The 6.45% Notes due 2008 (the "2008 Notes") and the 7.00% Notes due 2038
(the "2038 Notes") are each a series of the Offered Securities (referred to in
the accompanying Prospectus as the "Debt Securities"). The following description
of the particular terms of the Offered Securities offered hereby supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities set forth in the Prospectus,
to which reference is hereby made.
GENERAL
The Offered Securities will be issued under an Indenture, dated as of May
1, 1991, between the Company and Harris Trust and Savings Bank (the "Trustee"),
as the same may be amended or supplemented from time to time (said Indenture, as
so supplemented, referred to herein as the "Indenture"). The 2008 Notes are
limited to an aggregate principal amount of $100,000,000, and the 2038 Notes are
limited to an aggregate principal amount of $200,000,000. The 2008 Notes and the
2038 Notes will mature on April 15, 2008, and April 15, 2038, respectively. The
Offered Securities will be issued only in registered form in denominations of
$1,000 and integral multiples thereof. The Offered Securities will not be
subject to any sinking fund.
The Offered Securities will bear interest at the respective rates set forth
on the cover page of this Prospectus Supplement from April 15, 1998, or the most
recent date to which interest has been paid or provided for, payable
semiannually on April 15 and October 15 of each year, commencing October 15,
1998 to the persons in whose names the Offered Securities are registered as of
the close of business on the next preceding April 1 or October 1, respectively,
as applicable. Any payment required to be made with respect to the Offered
Securities on a day that is not a Business Day will be made on the next
succeeding Business Day with the same force and effect as if made on such day,
and no interest shall accrue from and after such day to the date of payment.
"Business Day" means any day that is not a Saturday or Sunday and that is
not a day on which banking institutions are generally authorized or obligated by
law to close in The City of New York.
So long as each series of Offered Securities is represented by one or more
global certificates, the interest payable on the Offered Securities will be paid
to Cede & Co., the nominee of DTC, as
S-3
<PAGE> 4
Depositary (the "Depositary"), or its registered assigns as the registered owner
of the global certificates, by wire transfer of immediately available funds on
each of the applicable interest payment dates, not later than 2:30 p.m. (New
York City time). If any series of the Offered Securities is no longer
represented by global certificates, payment of interest may, at the option of
the Company, be made by check mailed to the address of the person entitled
thereto. No service charge will be made for any transfer or exchange of Offered
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
BOOK-ENTRY SYSTEM
Each series of Offered Securities will be issued in the form of one or more
fully registered global certificates (each, a "Book-Entry Note") that will be
deposited with the Depositary or a nominee thereof. Unless and until it is
exchanged in whole or in part for Offered Securities in definitive form, a
Book-Entry Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor.
Upon the issuance of a Book-Entry Note, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Offered Securities represented by such Book-Entry Note to the accounts of
persons that have accounts with the Depositary ("participants"). The accounts to
be credited shall be designated by any underwriters or agents participating in
the distribution of such Offered Securities. Ownership of beneficial interests
in a Book-Entry Note will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests in such
Book-Entry Note will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary for such Book-Entry
Note (with respect to interests of participants) or by participants or persons
that hold through participants (with respect to interests of persons other than
participants).
So long as the Depositary, or its nominee, is the registered owner of such
Book-Entry Note, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Offered Securities represented by
such Book-Entry Note for all purposes under the Indenture. Except as set forth
below, owners of beneficial interests in a Book-Entry Note will not be entitled
to have the Offered Securities represented by such Book-Entry Note registered in
their names, will not receive or be entitled to receive physical delivery of
such Offered Securities in definitive form and will not be considered the owners
or holders thereof under the Indenture.
Principal, premium, if any, and interest payments on Offered Securities
represented by a Book-Entry Note registered in the name of the Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of such Book-Entry Note. None of the Company, the Trustee
or any paying agent for such Offered Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in such Book-Entry Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.
The Company expects that the Depositary, with respect to any Offered
Securities represented by a Book-Entry Note, upon receipt of any payment of
principal, premium or interest, will immediately credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of such Book-Entry Note as shown on the records of the
Depositary. The Company also expects that payments by participants to owners of
beneficial interest in such Book-Entry Note held through such participants will
be governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in "street
names" and will be the responsibility of such participants.
S-4
<PAGE> 5
If the Depositary is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by the Company within 90
days, the Company will issue Offered Securities in definitive form in exchange
for each Book-Entry Note. In addition, the Company may at any time and in its
sole discretion determine not to have any of the Offered Securities represented
by one or more Book-Entry Offered Securities and, in such event, will issue
Offered Securities in definitive form in exchange for all of the Book-Entry
Offered Securities representing such Offered Securities.
GOVERNING LAW
The Indenture and the Offered Securities will be governed by and construed
in accordance with the laws of the State of New York.
UNDERWRITING
Subject to the terms of the Underwriting Agreement and the Pricing
Agreement between the Underwriters and the Company, the Company has agreed to
sell to each of the several Underwriters, and each Underwriter has severally
agreed to purchase from the Company the principal amount of 2008 Notes and 2038
Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF 2008 NOTES OF 2038 NOTES
----------- ---------------- ----------------
<S> <C> <C>
Goldman, Sachs & Co................................ $ 20,000,000 $ 40,000,000
Citicorp Securities, Inc........................... 20,000,000 40,000,000
J.P. Morgan Securities Inc......................... 20,000,000 40,000,000
Morgan Stanley & Co. Incorporated.................. 20,000,000 40,000,000
Nationsbank Montgomery Securities LLC.............. 20,000,000 40,000,000
============ ============
Total.............................................. $100,000,000 $200,000,000
</TABLE>
Under the terms of the Underwriting Agreement and the Pricing Agreement,
the Underwriters are committed to take and pay for all of each series of Offered
Securities if any of such series is taken. Each series of Offered Securities is
hereby offered separately, and not as a unit. The sale of any series of Offered
Securities is not conditioned upon the sale of any other series of Offered
Securities.
The Underwriters propose to offer the Offered Securities directly to the
public at the initial public offering price set forth on the cover page hereof
and in part to certain securities dealers at such price less a concession of
0.400% of the principal amount of the 2008 Notes and 0.500% of the principal
amount of the 2038 Notes. The Underwriters may allow, and such dealers may
reallow, a concession of not more than 0.250% of the principal amount of the
Offered Securities to certain brokers and dealers. After the Offered Securities
are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the Underwriters.
Each series of Offered Securities is a new issue of securities with no
established trading market. The Company has been advised by the Underwriters
that the Underwriters intend to make a market in each series of Offered
Securities but are not obligated to do so and may discontinue such market making
at any time without notice. No assurance can be given as to the liquidity of the
trading market for any series of Offered Securities.
In connection with this offering, the Underwriters may purchase and sell
any series of Offered Securities in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover short
positions created by the Underwriters in connection with this offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or retarding a decline in the market price of Offered Securities, and
short positions created by the Underwriters involve the sale by the Underwriters
of a greater number of Offered
S-5
<PAGE> 6
Securities than they are required to purchase from the Company in this offering.
The Underwriters also may impose a penalty bid whereby selling concessions
allowed to broker-dealers in respect of Offered Securities sold in this offering
may be reclaimed by the Underwriters if such Offered Securities are repurchased
by the Underwriters in stabilizing or covering transactions. These activities
may stabilize, maintain or otherwise affect the market price of Offered
Securities, which may be higher than the price that might otherwise prevail in
the open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
Each of the Underwriters has rendered financial advisory services to the
Company from time to time and has received customary fees for its services. From
time to time the Underwriters and certain of their affiliates have engaged, and
may in the future engage, in transactions with, and perform services for, the
Company and its affiliates in the ordinary course of business.
VALIDITY OF THE OFFERED SECURITIES
The validity of the Offered Securities offered hereby will be passed upon
for the Company by Nicholas J. Calise, Vice President, Associate General Counsel
and Secretary of the Company, and for the Underwriters by Sullivan & Cromwell,
New York, New York. As of March 18, 1998, Mr. Calise owned 17,792 shares of the
Company's Common Stock; has deferred receipt of 5,917 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, all of which are subject to forfeiture; held options to purchase
83,300 shares of Common Stock; and had credited to his account in the Company's
Retirement Plus Savings Plan approximately 5,107 shares of Common Stock.
S-6
<PAGE> 7
============================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT
Description of Notes...................... S-2
United States Tax Considerations.......... S-13
Supplemental Plan of Distribution......... S-19
Validity of The Notes..................... S-21
PROSPECTUS
Prospectus Summary........................ 1
Forward-Looking Statements................ 1
Available Information..................... 1
The Company............................... 1
Ratio of Earnings to Fixed Charges........ 2
Use of Proceeds........................... 2
General Business Developments............. 2
Selected Consolidated Financial Data...... 5
Supplementary Financial Information....... 7
Management Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 8
Business.................................. 22
Description of Securities................. 30
Management................................ 38
Executive Compensation.................... 45
Plan of Distribution...................... 57
Validity of Debt Securities............... 58
Experts................................... 59
Index to Consolidated Financial
Statements.............................. F-1
</TABLE>
============================================================
============================================================
$300,000,000
THE B.F.GOODRICH
COMPANY
$100,000,000 6.45% NOTES
DUE 2008
$200,000,000 7.00% NOTES
DUE 2038
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B.F.GOODRICH LOGO
------------------
GOLDMAN, SACHS & CO.
CITICORP SECURITIES, INC.
J.P. MORGAN & CO.
MORGAN STANLEY DEAN WITTER
NATIONSBANC MONTGOMERY
SECURITIES LLC
============================================================
