GOODRICH B F CO
8-K, 1999-02-19
GUIDED MISSILES & SPACE VEHICLES & PARTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                ---------------


                                    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)   February 17, 1999
                                                         ------------------



                            THE B.F.GOODRICH COMPANY
               --------------------------------------------------
               (Exact name of registrant as specified in charter)



New York                           1-892                          34-0252680
- --------------------------------------------------------------------------------
(State or other                (Commission                      (IRS Employer
jurisdiction of               File Number)                   Identification No.)
incorporation)



            4020 Kinross Lakes Parkway, Richfield, Ohio         44286-9368
            --------------------------------------------------------------
             (Address of principal executive offices)           (Zip Code)



       Registrant's telephone number, including area code     330-659-7600
                                                              ------------



                                 Not Applicable
          ---------------------------------------------------------------
          (Former name or former address,  if changed since last report.)




<PAGE>




Item 5.    Other Events
- -------    ------------


         On February 17, 1999,  The B.F.Goodrich Company ("BFGoodrich") issued a
press  release  announcing  that  BFGoodrich  will  restructure  its Performance
Materials business.  Reference is made to Exhibit 99.1 hereto which is a copy of
the press release.




                                    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
                                                -----------------------------
                                                Nicholas J. Calise, Secretary




Dated:   February 19, 1999



                                                                  Exhibit 99.1


The BFGoodrich Company                    Media Contact:     Rob Jewell
4020 Kinross Lakes Parkway                                   (330) 659-7999
Richfield, Ohio  44286                    Investor Contact:  John Bingle
                                                             (330) 659-7788


            BF GOODRICH TO RESTRUCTURE PERFORMANCE MATERIALS BUSINESS 
                 Cost Savings of $10-12 Million Expected


         RICHFIELD, Ohio, February 17 -The BFGoodrich Company today announced it
will realign its Brecksville, Ohio-based Performance Materials business in order
to strengthen customer and market focus, simplify business structure and enhance
productivity.  The actions are  expected to result in cost savings of $10 to $12
million annually.

         "Our Performance Materials businesses will move into the new millennium
leaner, stronger and more agile," said David L. Burner,  BFGoodrich chairman and
chief  executive  officer.  "As a result of this  realignment,  our  Performance
Materials  businesses will be more responsive to our global customers and better
able to support the growth and profitability goals of our company."

         David B. Price,  president and chief operating officer, BFG Performance
Materials and an executive vice  president of  BFGoodrich,  said that as part of
the realignment, 150 to 160 of the 625 positions at the Brecksville headquarters
will be eliminated.

          "This action  represents an ambitious  realignment of our  Performance
Materials  businesses  that we believe  is  essential  in order to  enhance  our
ability to grow  globally,  facilitate  acquisition  integration  and reduce our
costs," Price said.  "This  realignment will drive margin  improvement,  support
earnings growth and foster closer alignment with customer  expectations."  Price
said the realignment also will enable the Performance Materials business to move
quickly to deliver products and technologies.

         "We  understand  the upheaval and turmoil that these actions will cause
for a  number  of our  colleagues,"  Price  said.  "But  we  believe  that  this
realignment is necessary for us to move ahead, poised for profitable growth in a
competitive global economy."

         BFGoodrich  is leading  provider of aircraft  systems and  services and
performance materials for a wide range of consumer and industrial products.






February 17, 1999






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