SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 9, 1999
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THE B.F.GOODRICH COMPANY
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(Exact name of registrant as specified in charter)
New York 1-892 34-0252680
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 330-659-7600
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Not Applicable
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
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On April 9, 1999, the shareholders of The B.F.Goodrich Company
("BFGoodrich") approved the issuance of BFGoodrich shares in connection with the
Agreement and Plan of Merger ("Merger Agreement") dated as of November 22, 1998,
among BFGoodrich, Runway Acquisition Corporation (a wholly-owned subsidiary of
BFGoodrich) and Coltec Industries Inc ("Coltec"), whereby Coltec would become a
wholly-owned subsidiary of BFGoodrich. On the same date the shareholders of
Coltec approved the Merger Agreement. On April 9, 1999, BFGoodrich issued a
press release with respect to these matters, which is incorporated herein by
reference as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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a) Financial Statements
None
b) Pro forma Financial Information
None
c) Exhibits
See Exhibit Index.
EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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99.1 Press Release Dated April 9, 1999
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE B.F.GOODRICH COMPANY
By /s/Nicholas J. Calise
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Nicholas J. Calise, Secretary
Dated: April 12, 1999
Exhibit 99.1
Media contact: Rob Jewell (330) 659-7999
Investor contact: John Bingle (330) 659-7788
BF GOODRICH SHAREHOLDERS OVERWHELMINGLY APPROVE MERGER WITH COLTEC INDUSTRIES
RICHFIELD, Ohio, April 9, 1999 - Shareholders of The BFGoodrich Company
today overwhelmingly approved a merger with Coltec Industries Inc. Approximately
96 percent of the shares voted at a special meeting held in New York City were
in favor of the merger. Coltec shareholders also overwhelmingly approved the
merger at a similar meeting held in Charlotte, N.C., with approximately 96
percent of the shares voted in favor of the transaction.
David L. Burner, BFGoodrich chairman and chief executive officer, said,
"We are bringing together two strong, profitable companies with a focus on
providing innovative solutions and quality products to our customers and
creating value for our shareholders. This is the beginning of an exciting new
era for our company."
Completion of the merger requires clearance from the Federal Trade
Commission. Also, lawsuits filed by AlliedSignal and Crane Company aimed at
blocking the merger are pending in U.S. District Court in Indiana. BFGoodrich
agreed late yesterday, following discussions with AlliedSignal, that it would
not complete the merger until the judge rules on motions to dismiss and to
transfer contract issues to arbitration.
"The shareholders of BFGoodrich and Coltec have overwhelmingly endorsed
the fact that this merger is in their best interests," Burner said. "We are now
looking forward to completing the merger as quickly as possible."
Burner pointed out that the merger combines two companies that in
recent years have achieved solid earnings performance while establishing a
strong platform for future growth, enhanced profitability and the creation of
shareholder value.
Once the merger is completed, Coltec shareholders will receive 0.56
shares of BFGoodrich common stock for each share of Coltec common stock. They
will receive written instructions for exchanging their share certificates.
BFGoodrich shareholders will keep their certificates. The value of the
transaction is about $2 billion, based on yesterday's closing price of
BFGoodrich common stock. The headquarters of the merged company will be located
in Charlotte.
BFGoodrich, headquartered in Richfield, Ohio, provides aircraft systems
and services and manufactures performance materials that are sold to customers
worldwide and used in thousands of consumer and industrial products.
Coltec is a leading producer of aerospace and industrial products and
is headquartered in Charlotte.
[Part of this announcement contains forward-looking statements that
involve risks and uncertainties, and actual results could differ materially from
those projected in the forward-looking statements. The risks and uncertainties
are detailed from time to time in reports filed with the Securities and Exchange
Commission, including but not limited to the last section of the Management's
Discussion and Analysis entitled "Forward-Looking Information is Subject to Risk
and Uncertainty" contained in the company's Annual Report on Form 10-K and in
other filings.]
