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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2000
REGISTRATION NO. 333-95081
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Pre-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE B.F.GOODRICH COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
NEW YORK 34-0252680
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number)
Organization)
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THREE COLISEUM CENTRE
2550 WEST TYVOLA ROAD
CHARLOTTE, NORTH CAROLINA 28217
(704) 423-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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KENNETH L. WAGNER
THE B.F.GOODRICH COMPANY
THREE COLISEUM CENTRE
2550 WEST TYVOLA ROAD
CHARLOTTE, NC 28217
(704) 423-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
MAUREEN S. BRUNDAGE
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
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Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 14, 2000
PROSPECTUS
THE B.F.GOODRICH COMPANY
Three Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
(704) 423-7000
BFGoodrich may offer by this prospectus the following securities for sale:
- Common Stock
- Series Preferred Stock
- Debt Securities
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WE WILL PROVIDE SPECIFIED TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS
PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated , 2000
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TABLE OF CONTENTS
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PAGE
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About This Prospectus....................................... 3
Where You Can Find More Information......................... 3
Forward-Looking Statements.................................. 4
Risk Factors................................................ 4
The Company................................................. 4
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges.......................... 6
Description of Capital Stock................................ 6
Description of Series Preferred Stock....................... 10
Description of Debt Securities.............................. 12
Plan of Distribution........................................ 19
Legal Opinions.............................................. 21
Experts..................................................... 21
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we, The
B.F.Goodrich Company, filed with the SEC using a "shelf" registration process.
Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings up to a total dollar
amount of $500,000,000.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of the
securities offered. Each prospectus supplement may also add to or update or
change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information" directly
below. In addition, a number of the documents and agreements that we refer to or
summarize in this prospectus, like our certificate of incorporation, have been
filed with the SEC as exhibits to the registration statement. Before you invest
in any of our securities, you should read the relevant documents and agreements.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet from the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms and their
copy charges. Our common stock is listed on the New York Stock Exchange. You can
obtain information about us from the Exchange at 20 Broad Street, New York, New
York 10005.
The SEC allows us to "incorporate by reference" in this prospectus the
information in documents filed with it. This means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus. We incorporate by
reference in this prospectus the documents listed below and any future filings
that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we, or our agents, sell all of the
securities that may be offered by this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1999.
- Our Current Reports on Form 8-K filed February 3, 2000 and February 22,
2000.
- Our Registration Statements on Form 8-A filed on July 27, 1987
(description of our Common Stock) and June 19, 1997 (description of our
Junior Preferred Stock).
You may request a copy of these documents at no cost to you, by writing or
telephoning us at the following address:
The B.F.Goodrich Company
Three Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
Attention: Assistant Secretary
(704) 423-7000
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We are currently planning to move into a new headquarters facility in May
2000. The new address will be Four Coliseum Centre, 4000 North Falls Drive,
Charlotte, North Carolina 28217. Our telephone number will remain the same.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of the securities described in this prospectus in any state where the
offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.
FORWARD-LOOKING STATEMENTS
We believe that some of the information presented in or incorporated by
reference in this prospectus constitutes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933. These forward-looking
statements involve risk and uncertainty. Our actual results may be materially
different from those included in the forward-looking statements. Forward-looking
statements typically are identified by words or phrases such as "believe",
"expect", "anticipate", "intend", "estimate", "are likely to be" and similar
expressions. These forward-looking statements are based on management's
assumptions, expectations and projections about us and the industries in which
we operate. Our Annual Report on Form 10-K for the year ended December 31, 1999
and other reports filed with the SEC explain the nature of a number of these
forward-looking statements as well as some of the things that could cause our
actual results to differ materially from what we are expecting. You should read
that explanation before investing in our securities. In addition, this
prospectus and the documents incorporated into it describe a number of factors
which could cause our actual results, or the actual results of one or more of
our three principal business segments (Aerospace, Engineered Industrial Products
and Performance Materials) to differ materially from our expectations.
RISK FACTORS
The prospectus supplement for each type or series of securities we offer
will contain a discussion of risks applicable to an investment in us and to the
particular type or series of securities that we are offering under that
supplement. Before making a decision about investing in our securities, you
should carefully consider the specific factors discussed under the caption "Risk
Factors" in the applicable prospectus supplement, together with all of the other
information contained in the prospectus supplement or appearing or incorporated
by reference in the registration statement of which this prospectus is a part.
THE COMPANY
We manufacture and supply a wide variety of systems and component parts for
the aerospace industry and provide maintenance, repair and overhaul services on
commercial, regional, business and general aviation aircraft. We also
manufacture a variety of highly-engineered industrial products, as well as
specialty plastics and specialty additives products for a variety of end-user
applications. In 1999, we had sales of $5.5 billion. We are organized into three
principal business segments: Aerospace, Engineered Industrial Products and
Performance Materials. We maintain patent and technical assistance agreements,
licenses and trademarks on our products, process technologies and expertise in
most of the countries in which we operate.
On July 12, 1999, we merged with Coltec, a producer of aerospace and
industrial products. We exchanged each share of Coltec common stock for 0.56
shares of our common stock. Coltec is now a direct wholly-owned subsidiary of
BFGoodrich. The merger has been accounted for as a pooling of interests,
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which means that we will treat BFGoodrich and Coltec as if they always had been
one company for accounting and financial reporting purposes.
AEROSPACE
Our Aerospace segment is conducted through four major business groups.
- Our Aerostructures group primarily designs, develops and integrates
aircraft engine nacelle and pylon systems for commercial and general
aviation customers.
- Our Landing Systems group manufactures aircraft landing gear; aircraft
wheels and brakes; high-temperature composites; flight attendant and
cockpit seats; and aircraft evacuation slides and rafts. These products
are used by commercial, military, regional and business aviation
customers, and in space programs.
- Our Sensors and Integrated Systems group manufactures sensors and
sensor-based systems; fuel measurement and management systems;
electromechanical actuators; aircraft windshield wiper systems; health
and usage management systems; electronic test equipment; ice protection
systems; gas turbine engine components; specialty heated products;
collision warning systems; weather detection systems; standby altitude
indicators; aircraft lighting components; and polymer and composite
products. These products are used by commercial, military, regional,
business and general aviation customers, and in aircraft engine and space
programs.
- Our Maintenance, Repair and Overhaul group provides maintenance, repair
and overhaul of commercial airframes, components, wheels and brakes,
landing gear, instruments and avionics for commercial, regional, business
and general aviation customers.
ENGINEERED INDUSTRIAL PRODUCTS
Our Engineered Industrial Products segment manufactures a variety of
highly-engineered industrial products, including:
- Industrial seals, gaskets, packing products, self-lubricating bearings,
oil seals and hubodometers.
- Spray nozzles, which are used in agricultural, home heating and
industrial applications.
- Diesel, gas and dual-fuel engines, which are used in marine, locomotive
and stationary power applications.
- Air compressors and tooling, which are used in industrial applications.
PERFORMANCE MATERIALS
Our Performance Materials segment is conducted through three major business
groups.
- Our Textile and Industrial Coatings group manufactures acrylic textile
coatings and industrial formulations of Carbopol(R) polymers for textile
printing. This group also manufactures durable press resins, dyes and
softeners, as well as paper saturants and coatings in wood, metal and
other surface finishing products and in graphic arts applications.
- Our Consumer Specialties group manufactures thickening, suspension and
emulsion polymers for personal care products and for household and
pharmaceutical applications.
- Our Polymer Additives & Specialty Plastics group manufactures
thermoplastic polyurethane and alloys, high-heat-resistant and
low-combustibility plastics, static-dissipating polymers, reaction-
injection molding resins, and antioxidants for rubber, plastic and
lubricants applications. We market and sell these products to
manufacturers for film and sheet applications, wire and cable jacketing,
and magnetic media. Specialty plastics are also used in the manufacture
of automotive products,
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recreational vehicles and products, agricultural equipment, industrial
equipment, tire and rubber goods, plumbing and industrial pipe, fire
sprinkler systems and building material components.
USE OF PROCEEDS
Unless we state otherwise in a prospectus supplement, we will use the net
proceeds from the sale of the securities that we offer for sale for general
corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is
as follows:
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TWELVE MONTHS ENDED DECEMBER 31,
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1999 1998 1997 1996 1995
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2.74x 4.14x 3.01x 2.30x 1.92x
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For these ratios, "earnings" consists of income from continuing operations
before
- income taxes,
- fixed charges (excluding capitalized interest and distributions on trust
preferred securities),
- amortization of previously capitalized interest, and
- undistributed earnings (losses) of affiliated companies which are
accounted for on the equity method.
For these ratios, "fixed charges" consist of
- interest on all indebtedness (including capitalized interest and interest
costs on company-owned life insurance policies),
- amortization of debt discount or premium,
- an interest factor attributable to rentals, and
- distributions on trust preferred securities.
There were no shares of preferred stock outstanding during any of the
periods indicated and therefore the ratio of earnings to fixed charges and
preferred stock dividends would have been the same as the ratio of earnings to
fixed charges for each period indicated.
DESCRIPTION OF CAPITAL STOCK
We have summarized below provisions of our certificate of incorporation and
our stockholder rights agreement. This summary does not contain all of the
provisions that you may want to consider as an investor in our securities. You
may wish to review our certificate of incorporation and stockholders rights
agreement. We have filed copies of our certificate of incorporation and
stockholder rights agreement with the SEC.
As of December 31, 1999, we had 210,000,000 shares of authorized capital
stock. Those shares consisted of:
- 200,000,000 shares of common stock, $5.00 par value, of which 110,232,008
shares were outstanding (excluding 14,000,000 shares held by a wholly
owned subsidiary); and
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- 10,000,000 shares of series preferred stock, none of which were
outstanding. We may issue the series preferred stock from time to time in
one or more series.
COMMON STOCK
Listing
Our common stock is listed on the New York Stock Exchange under the symbol
"GR".
Dividends
The owners of common stock may receive dividends when declared by our board
of directors. Subject to the terms of any outstanding series preferred stock,
owners of common stock may not receive dividends until we have satisfied our
obligations to any holders of our series preferred stock.
Voting Rights
Each share of common stock is entitled to one vote in the election of
directors and other matters. There is no cumulative voting.
By-Laws
Our board of directors may adopt, amend or repeal our by-laws subject to
New York law and our certificate of incorporation. The board's power to change
our by-laws is also subject to the power of stockholders to do the same.
Liquidation Rights
If we liquidate, dissolve or wind-up our business, whether voluntarily or
not, common stockholders will share equally in the distribution of all assets
remaining after we pay creditors and preferred stockholders.
Redemption
Our common stock is not redeemable or convertible.
Anti-Takeover Provisions
Our certificate of incorporation and our stockholder rights plan may make
it more difficult for certain corporations, entities or persons to acquire
control of us or to remove management.
Approval of Certain Mergers, Consolidations, Sales and Leases. Our
certificate of incorporation requires us to get the approval of 80% of our
stockholders who are entitled to vote in elections of directors before we may
enter into various transactions with related parties, including the following:
- a merger or consolidation between us and another individual, corporation,
firm or other entity that holds, or will hold after giving effect to the
merger or consolidation, 20% or more of our outstanding shares;
- the sale, lease, exchange, mortgage, pledge, transfer or other
disposition of any of our assets or our securities worth more than $25
million to another individual, corporation, firm or other entity that
holds 20% or more of our outstanding shares;
- the adoption of any plan or proposal to liquidate or dissolve us proposed
by another individual, corporation, firm or other entity that holds 20%
or more of our outstanding shares;
- any reclassification of our securities or recapitalization of us or any
merger or consolidation of us with any of our subsidiaries or any other
transaction that increases the proportionate share of any
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class of our shares held by another individual, corporation, firm or
other entity who holds 20% or more of our outstanding shares.
However, this requirement does not apply to any transaction if:
- a majority of the members of the board of directors who are not
affiliated with another individual, corporation, firm or other entity
which holds 20% or more of our outstanding shares and who were members
before that other individual, corporation, firm or other entity became a
holder of 20% or more of our outstanding shares approved the transaction;
or
- certain price and procedure requirements are met as follows:
- PRICE. The per-share aggregate amount of cash or the value of any
non-cash consideration to be received by holders of our common or
preferred stock must exceed:
- the highest per share price paid by the individual, corporation,
firm or other entity that owns 20% or more of our outstanding
shares to acquire any of those shares within a specified time
period;
- the highest closing price of such stock on specified dates; and
- in the case of holders of preferred stock, the highest preferential
amount to which those holders are entitled in the event of our
liquidation or dissolution.
- PROCEDURE. Holders of our shares must receive cash or consideration
in the same form and in the same relative proportion as previously
paid by the individual, corporation, firm or other entity that owns
20% or more of our outstanding shares to acquire such shares. Except
as recommended by a majority of disinterested directors, we must have
declared and paid the full quarterly dividends on our common and
preferred stock at the regular date and at the annual rate. We must
have increased the dividends paid on the common stock as necessary to
reflect any reclassification, recapitalization or other similar
transaction, and the individual, corporation, firm or other entity
that owns 20% or more of our outstanding shares must not have received
any loans or other financial assistance from us. We must mail a proxy
statement describing the proposed transaction to all our shareholders
30 days prior to the completion of the transaction.
These anti-takeover provisions may only be altered or repealed with the
approval of 80% of our stockholders.
Stockholder Rights Plan. Each outstanding share of our common stock
carries with it one junior preferred share purchase right. The terms of the
rights are explained in a rights agreement, dated as of June 2, 1997, between us
and The Bank of New York, as rights agent.
Under the rights agreement, a distribution date is the earlier of
- ten business days after the date of a public announcement that a person
or group of affiliated or associated persons has acquired, or obtained
the right to acquire or the right to vote, 20% or more of our outstanding
common stock; or
- ten business days after the date of the commencement of, or of the first
public announcement of the intention to commence, a tender or exchange
offer that would result in a person or entity owning 20% or more of our
outstanding common stock, other than by us, any of our subsidiaries or
any our employee benefit plans or any entity holding our common stock
pursuant to such a plan.
Before a distribution date, the rights are transferred automatically with
the transfer of any outstanding common stock certificates. On a distribution
date, the rights will separate from the common stock. Under most circumstances,
as soon as possible after a distribution date, we will send each record holder a
right certificate evidencing one right per share of common stock. Each right
allows the registered holder to purchase directly from us one one-thousandth of
a share of our junior preferred stock. The purchase price
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for each fraction is $200, subject to adjustment. The terms of the junior
preferred stock are described under "Description Of Series Preferred
Stock -- Junior Preferred Stock" beginning on page 12.
The rights will expire at the close of business on August 2, 2007, or
earlier, if
- we redeem them; or
- we exchange them for our common shares at an exchange rate of one common
share per right, subject to adjustment.
Each share of junior preferred stock carries voting and dividend rights
that are intended to be equivalent to one thousand shares of common stock. These
rights would be subject to adjustment
- in the event of stock dividends, subdivisions and combinations with
respect to our common stock;
- upon the grant to holders of our junior preferred stock of the right to
purchase either junior preferred stock at a price below the current
market price of the junior preferred stock or securities convertible into
junior preferred stock with a conversion price below the current market
price of the junior preferred stock; or
- upon the distribution to holders of our junior preferred stock of
evidence of indebtedness, assets, subscription rights or warrants.
Under the rights agreement, we may pay cash instead of issuing certificates
for fractions of shares of our junior preferred stock, other than fractions
which are integral multiples of one one-thousandth of a share.
In the event that:
- we are acquired in a merger or other business combination transaction or
- 50% or more of our consolidated assets or earning power are sold
at any time after a person or group has acquired 20% or more of our outstanding
common stock, arrangements will be made so that each holder of a right will have
the right to receive, upon exercise at the then current exercise price of the
right, that number of shares of common stock of the acquiring company that at
the time of that transaction will have a market value of two times the exercise
price of the right.
If any person or group of affiliated or associated persons has acquired 20%
or more of our outstanding common stock, arrangements must be made so that each
holder of a right, other than rights beneficially owned by any person who has
acquired 20% or more of our outstanding common stock which will be void, will
have the right to receive upon exercise that number of shares of our common
stock having a market value of two times the exercise price of the right.
At any time after any person or group has acquired 20% or more of our
outstanding common stock and prior to the acquisition by that person or group of
50% or more of our outstanding common stock, our board of directors may exchange
the rights, other than rights owned by that person or group which will have
become void, in whole or in part, at an exchange ratio of one share of our
common stock per right, or one one-thousandth of a share of junior preferred
stock per right, subject to adjustment.
Under certain circumstances as specified in the rights agreement, all
rights that are or were owned by any person or entity who acquired 20% or more
of the common stock will be null and void.
The purchase price payable and the number of fractions of our junior
preferred stock or other securities or property issuable upon exercise of the
rights is subject to adjustment to prevent dilution as a result of events
described in the rights agreement.
Until a right is exercised, the holder of a right has no rights as a
stockholder. At any time until the date that a person or group of affiliated
persons or group of affiliated persons, has acquired or obtained the right
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to acquire or the right to vote 20% or more of our outstanding common stock, we
have the option to redeem the rights in whole, but not in part, at a price of
$0.01 per right, subject to adjustment.
Before the time when any entity acquires 20% or more of our outstanding
common stock, we may supplement or amend the rights agreement without the
approval of any holder of rights certificates. From and after the time when any
entity acquires 20% or more of our outstanding common stock, we may not amend
the rights agreement in any manner that would adversely affect the interests of
the holders of the rights.
The rights have certain anti-takeover effects. The rights will cause
substantial dilution of ownership interests to a person or group that attempts
to acquire us without conditioning the offer on the rights being redeemed or a
substantial number of rights being acquired. The rights should not interfere
with any merger or other business combination approved by our board of directors
because the rights are either redeemable or are not exercisable or do not go
into effect under those circumstances.
DESCRIPTION OF SERIES PREFERRED STOCK
We have summarized below provisions of our certificate of incorporation
relating to our series preferred stock. The summary does not contain all of the
provisions that you may want to consider as an investor in our series preferred
stock. You may wish to review our certificate of incorporation. We have filed a
copy of our certificate of incorporation with the SEC.
GENERAL
Our certificate of incorporation authorizes us to issue 10,000,000 shares
of preferred stock in one or more series. Our board of directors has the power
to fix various terms for each series of preferred stock, including the
following:
- the number of shares to be issued in a particular series;
- the dividend rate on the shares of that series, including whether those
dividends will be cumulative;
- whether the shares of that series will be redeemable, and if they are,
the circumstances under which they will be redeemable;
- whether those shares will be convertible into or exchangeable for other
securities, and if so, the circumstances under which they may be
converted or exchanged;
- the amount payable on those shares if we should liquidate or dissolve;
- the circumstances, if any, under which a holder of those shares may vote;
and
- any other terms as long as they do not violate our certificate of
incorporation or any resolution of our board of directors.
The particular terms of any series of preferred stock that we may offer
will be described in a prospectus supplement.
JUNIOR PREFERRED STOCK
General
Currently, our only authorized series of preferred stock is the Junior
Participating Preferred Stock, Series F, which we refer to as the junior
preferred stock. The junior preferred stock is issuable upon the exercise of the
rights issued under our rights agreement as described under "Description Of
Capital Stock -- Rights Agreement." Under the rights agreement and our
certificate of incorporation, we may issue up to 100,000 shares of junior
preferred stock.
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Dividend Rights
Each share of junior preferred stock has a preferential quarterly dividend
payable on the first day of January, April, July and October of each year. Each
payment will be 1,000 times the dividend declared on each share of common stock,
but in no event less than $10.00.
Voting Rights
Each share of junior preferred stock will have 1,000 votes on all matters
submitted to a vote of our stockholders. These voting rights are subject to
adjustment as provided in the certificate of designation for the junior
preferred stock. Generally, the holders of junior preferred stock and the
holders of common stock will vote together as one class unless the certificate
of designation for the junior preferred stock, the certificate of incorporation
or applicable law states differently.
Liquidation Rights
In the event of a voluntary or involuntary liquidation, dissolution or
winding-up of our business, the holders of junior preferred stock will receive a
preferred liquidation payment equal to the greater of:
- $1,000 per share plus accrued dividends to the date of payment, whether
or not declared; or
- 1,000 times the aggregate payment made with respect to each share of
common stock.
Effect of Mergers, Consolidations, Sales and Leases
If we merge, consolidate, combine or enter into other transactions in which
our common stock is exchanged for or changed into other stock or security, cash
or any other property, each share of junior preferred stock will be similarly
exchanged for or changed into an amount equal to 1,000 times the aggregate
amount and type of consideration received for each share of common stock.
Ranking of Junior Preferred Stock
The shares of junior preferred stock rank junior to all series of preferred
stock that we may issue in the future and senior to our common stock as to the
payment of dividends and the distribution of assets.
Certain Restrictions
Unless we have paid all dividends and distributions, whether or not
declared, on any outstanding junior preferred stock, we may not:
- declare or pay dividends on, make any other distributions on any shares
of stock ranking junior to the junior preferred stock;
- declare or pay dividends on or make any other distributions on any shares
of stock ranking on a parity with the junior preferred stock, except
dividends paid ratably on the junior preferred stock;
- redeem or purchase or otherwise acquire for consideration shares of any
stock ranking junior to the junior preferred stock, provided that we may
at any time redeem, purchase or otherwise acquire any junior stock in
exchange for shares of any of our stock ranking junior to the junior
preferred stock; or
- redeem or purchase or otherwise acquire for consideration shares of any
stock ranking on a parity with the junior preferred stock, provided that
we may at any time redeem, purchase or otherwise acquire shares of any
parity stock in exchange for shares of any stock of our ranking junior to
the junior preferred stock.
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We will not permit any of our subsidiaries to purchase or otherwise acquire
for consideration any shares of our stock unless we could, under the preceding
sentence, purchase or otherwise acquire those shares at that time and in that
manner.
Reacquired Shares
If we purchase or otherwise acquire any shares of junior preferred stock,
we will promptly retire and cancel them. When we cancel them, they will be
authorized but unissued shares that we may reissue as part of a new series of
preferred stock.
Redemption
We may not redeem the junior preferred stock.
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture between us and Harris
Trust and Savings Bank, as trustee, dated as of May 1, 1991.
We have summarized below selected provisions of the indenture and the Trust
Indenture Act of 1939. The summary does not contain all of the provisions that
you may want to consider as an investor in our debt securities. You may wish to
review the indenture. We have filed a copy of the indenture with the SEC, and
the summary below includes references to the relevant sections of the indenture
so that you can easily locate them.
GENERAL
We may offer debt securities by this prospectus. The indenture does not
limit the amount of debt securities that we may issue. Unless we state otherwise
in a prospectus supplement, the indenture does not limit the amount of other
debt that we can issue.
The indenture allows us to issue debt securities in one or more series. The
prospectus supplement for a series of debt securities being offered will include
specific terms of the debt securities. These terms will include some or all of
the following:
- the title of the debt securities;
- the total principal amount and the permitted denominations of the debt
securities;
- the price of the debt securities;
- the currency or currencies in which the principal of and any interest on
the debt securities will be payable;
- the dates on which principal and interest on the debt securities will be
payable;
- the interest rate, if any, for the debt securities or the method that
will be used to determine the interest rate;
- the places where principal and interest will be payable;
- any mandatory or optional repayment or redemption provisions; and
- any other terms of the debt securities.
We are permitted under the indenture to issue debt securities of a single
series at various times, with different maturity dates and redemption and
repayment provisions, if any, and different interest rates.
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(Section 2.5) We will specify in the applicable prospectus supplement the
persons to whom and the manner in which any interest will be payable.
The debt securities will be unsecured, unsubordinated indebtedness of
BFGoodrich. The debt securities will rank equally with all of our other
unsecured and unsubordinated indebtedness.
The debt securities will be issued in the denominations set forth in the
applicable prospectus supplement. The trustee will maintain a register of the
names of the holders of the debt securities. We will maintain an office or
agency where the debt securities may be presented for payment and may be
transferred or exchanged. (Section 3.2) We will not make any service charges for
any transfer or exchange of the debt securities, but we may require a payment
sufficient to cover any tax or other governmental charge payable on the debt
securities. (Section 2.10)
We may sell debt securities at a substantial discount below their stated
principal amount, and we may provide for the payment of no interest or interest
at a rate which at the time of issuance is below market rates. We will describe
the U.S. federal income tax consequences and other special considerations
applicable to any discounted debt securities in the prospectus supplement
relating to the discounted debt securities.
BOOK-ENTRY PROCEDURES
We may issue debt securities in the form of one or more global certificates
registered in the name of a depositary or a nominee of a depositary. Unless we
state otherwise in the applicable prospectus supplement, the depositary will be
The Depository Trust Company. The Depository Trust Company has informed us that
its nominee will be Cede & Co., who will be the initial registered holder of any
series of debt securities that are issued in book-entry form.
If we use the book-entry only form for any series of debt securities, we
will not issue certificates to individual holders of the debt securities, except
as set forth below or in the applicable prospectus supplement. The Depository
Trust Company and its participating organizations will only show beneficial
interests in, and transfers of, book-entry securities on through the records
that it and its participating organizations maintain. In addition, if any holder
of debt securities issued in book-entry form wants to take any action, it must
instruct the participating organization through which it holds the debt
securities. The participating organization must then instruct The Depository
Trust Company or Cede & Co., as the registered holder of the debt securities, to
take action.
The Depository Trust Company has provided us with the following
information. The Depository Trust Company is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered under Section 17A of
the Securities Exchange Act of 1934. The Depository Trust Company holds
securities that its participating organizations, or direct participants, deposit
with it. The Depository Trust Company also facilitates the clearance and
settlement of securities transactions among direct participants through
electronic book-entries, thereby eliminating the need for physical exchange of
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Other
organizations, including banks, brokers, dealers and trust companies that work
with a direct participant also use The Depository Trust Company's book-entry
system. These organizations are referred to as indirect participants. The rules
that apply to The Depository Trust Company and its participants are on file with
the SEC.
If anyone wishes to purchase, sell or otherwise transfer debt securities in
book-entry form, they must do so through a direct or indirect participant. Under
a book-entry format, holders of debt securities may experience some delay in
their receipt of payments. Holders will not be recognized as registered holders
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of the debt securities and, thus, will be permitted to exercise their rights
only indirectly through and subject to the procedures of direct participants
and, if applicable, indirect participants.
The absence of physical certificates may limit the ability of a holder to
pledge debt securities issued in book-entry form to persons or entities that do
not participate in the The Depository Trust Company system, or to otherwise act
with respect to the debt securities.
The Depository Trust Company has advised us that it will only take any
action permitted to be taken by a registered holder of any debt securities at
the direction of a direct participant.
Debt securities represented by a book-entry security will be exchangeable
for the debt securities in registered form with the same terms only if:
- The Depository Trust Company notifies us that it is unwilling or unable
to continue as depositary or The Depository Trust Company ceases to be a
clearing agency registered under applicable law and we do not appoint a
new depositary within 90 days;
- we determine that the global security is now exchangeable; or
- an event of default has occurred and is continuing with respect to the
debt securities.
If any of these events occur, The Depository Trust Company will generally
notify all direct participants of the availability of definitive debt
securities.
Except as we describe in this section, a book-entry security may not be
transferred except as a whole by The Depository Trust Company to its nominee or
by its nominee to The Depository Trust Company or another of its nominees or to
a successor depositary appointed by us.
CERTAIN COVENANTS
We must comply with the restrictive covenants in the indenture that are
described below.
Definitions
"Debt" is defined as indebtedness for money borrowed or any debt evidenced
by notes, bonds, debentures or other similar documents.
"Subsidiary" is defined as any company in which we, or one or more of our
subsidiaries, own directly or indirectly at least a majority of outstanding
voting stock.
"Restricted Subsidiary" is defined as any Subsidiary (1) with substantially
all of its property located in the U.S. or carrying on substantially all of its
business within the U.S. and (2) which owns a Principal Property. "Restricted
Subsidiary", however, does not include any Subsidiary whose primary business
consists of (1) financing operations in connection with leasing and conditional
sales transactions on behalf of us and our Subsidiaries, (2) purchasing accounts
receivable or making loans secured by accounts receivable or inventory or (3)
whose primary business is that of a finance company. As of the date of this
prospectus, there are no Restricted Subsidiaries.
"Principal Property" is defined as any building, structure or other
facility, the land upon which it stands and the fixtures that are a part of it,
(1) which is used primarily for manufacturing and is located in the United
States and (2) the net book value of which exceeds 3% of Consolidated Net
Tangible Assets. Principal Property does not include (1) any building, structure
or facility which is not of material importance to our total business or (2) any
portion of a particular building, structure or facility which is not of material
importance to the use or operation of that building, structure or facility.
"Consolidated Net Tangible Assets" is defined as the total amount of assets
(minus applicable reserves and deductibles) minus (1) all current liabilities,
excluding (a) those which are extendible or renewable to
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<PAGE> 16
more than 12 months after the time as of which the amount of the liability is
being computed, (b) current maturities of long-term indebtedness and (c) capital
lease obligations, and (2) all goodwill.
"Attributable Debt" with respect to any lease is defined as the lesser of
(1) the fair value of the property subject to that lease or (2) the present
value of the total net amount of rent we must pay under that lease until it
expires, compounded semiannually. The net amount of rent we must pay under any
lease for any period is the amount of rent payable for the period, excluding
payments for maintenance and repairs, insurance, taxes, assessments, water rates
and similar charges. For any lease which we may terminate by paying a penalty,
the net amount of rent includes the penalty, but no rent is included after the
first date upon which the lease may be terminated.
"Funded Debt" is defined as all indebtedness for money borrowed (1) with a
maturity of more than 12 months after the date on which the amount of
indebtedness is determined or (2) with a maturity that is less than 12 months
but which is renewable or extendible beyond 12 months at the borrower's option.
Limitation on Liens
The indenture prohibits us and our Restricted Subsidiaries from incurring,
issuing, assuming or guaranteeing any Debt secured by any sort of lien on
(1) any Principal Property owned by us or a Restricted Subsidiary,
(2) any stock in any Restricted Subsidiary or
(3) or Debt of any Restricted Subsidiary,
without securing all outstanding series of debt securities equally and ratably
with (or prior to) the secured Debt to be incurred, issued, assumed or
guaranteed, unless the aggregate principal amount of that secured Debt together
with all secured Debt which would otherwise be prohibited, plus all of our and
our Restricted Subsidiaries' Attributable Debt in respect of sale and leaseback
transactions which would otherwise be prohibited by the covenant limiting sale
and leaseback transactions described below, would not exceed 10% of Consolidated
Net Tangible Assets. The restriction described above does not apply to
guarantees related to the sale, discount, guarantee or pledge of notes, chattel
mortgages, leases, accounts receivable, trade acceptances and other paper
arising in the ordinary course of business out of installment or conditional
sales of merchandise, equipment or services to distributors, dealers or other
customers, and other similar transactions.
In addition, the restriction described above will not apply to Debt secured
by the following:
- liens on property, stock or Debt of any corporation existing at the time
it becomes a Restricted Subsidiary;
- liens to secure indebtedness of a Restricted Subsidiary to us or to
another Restricted Subsidiary;
- liens for taxes, assessments or governmental charges or levies (a) that
are not yet due and delinquent or (b) the validity of which we are
contesting, or deposits to obtain the release of these liens;
- liens of materialmen, mechanics, carriers, workmen, repairmen, landlords
or other similar liens, or deposits to obtain the release of these liens;
- liens arising under legal process the execution or enforcement of which
is stayed and which are being contested in good faith;
- liens (a) to secure public or statutory obligations, (b) to secure
payment of workmen's compensation, (c) to secure performance in
connection with tenders, leases of real property, bids or contracts or
(d) to secure (or in lieu of) surety or appeal bonds, and liens made in
the ordinary course of business for similar purposes;
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- liens in favor of the United States, any state in the United States, any
other country, or any governmental entity or any political subdivision
thereof, to secure payments pursuant to any contract or statute or to
secure any debt incurred to finance the purchase price or the cost of
construction of the property subject to the lien;
- liens on property, stock or Debt of a corporation (a) existing at the
time we acquired the corporation (including corporations with which we
merged or consolidated or purchased substantially all the properties of),
(b) that secure the payment of purchase price, construction cost or
improvement cost thereof or (c) that secure any Debt incurred prior to,
at the time of, or within one year after we acquired the property, shares
or Debt, completed the construction on or commenced commercial operation
of the property for the purpose of financing the purchase price or
construction cost;
- liens existing at the date of the indenture; and
- any extension, renewal or replacement of any of these liens that does not
increase the Debt and that is limited to all or a part of the same
property, stock or Debt that secured the original lien.
(Section 3.4)
Limitation on Sales and Leasebacks
The indenture provides that neither we nor any Restricted Subsidiary may
enter into any sale and leaseback transaction with any bank, insurance company
or other lender or investor where we or the Restricted Subsidiary would lease a
Principal Property for a period totalling more than three years if that
Principal Property has been or will be sold within one year to that investor or
lender or to any person to whom that lender or investor has made funds available
on the security of that Principal Property, unless either:
- we or any Restricted Subsidiary could create Debt secured by a lien on
the Principal Property to be leased back in an amount equal to the
Attributable Debt with respect to that sale and leaseback transaction
without equally and ratably securing the debt securities of all series
pursuant to the provisions of the covenant on limitation on liens
described above; or
- we apply within 270 days after the sale or transfer an amount equal to
the greater of (1) the net proceeds of the sale of the Principal Property
sold and leased back pursuant to the arrangement and (2) the fair market
value of the Principal Property so sold and leased back at the time of
entering into the arrangement to
(a) the purchase of different property, facilities or equipment which
has a value at least equal to the net proceeds of the sale or
(b) the retirement of our Funded Debt (other than debt securities issued
under the indenture).
The amount to be applied to the retirement of our Funded Debt will,
however, be reduced by (1) the principal amount of any debt securities
issued under the indenture (or, if any of those debt securities are
original issue discount debt securities, the portion of the principal
amount that is due and payable with respect to those debt securities
pursuant to a declaration in accordance with Section 5.1 of the indenture)
delivered within 270 days after the relevant sale to the Trustee for
retirement and cancellation and (2) the principal amount of Funded Debt,
other than the debt securities issued under the indenture, voluntarily
retired by us within 270 days after the relevant sale. We may not effect
any retirement referred to in this clause by payment at maturity or
pursuant to any mandatory sinking fund payment or any mandatory prepayment
provision.
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(Section 3.5)
Absence of Other Restrictions
The indenture does not contain:
- any restrictions on the declaration of dividends;
- any requirements concerning the maintenance of any asset ratio; or
- any requirement for the creation or maintenance of reserves.
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
The indenture permits us to consolidate or merge with or into another
entity, or to sell, convey or lease all or substantially all of our property to
another entity only if certain conditions in the indenture are met including:
- the successor entity, purchaser or lessee expressly assumes our
obligations on the debt securities and under the indenture; and
- we are not, or our successor is not, as the case may be, in default under
any covenant or condition in the indenture immediately after giving
effect to the merger, sale, conveyance or lease.
(Article Eight)
EVENTS OF DEFAULT, WAIVER AND NOTICE
"Event of Default" when used with respect to a series of debt securities
issued under the indenture will mean any of the following:
- our failure to pay any interest on the debt securities of that series for
a period of 10 days after the interest was due;
- our failure to pay the principal or any premium on the debt securities of
that series;
- failure to deposit any sinking fund payment on the debt securities of
that series;
- failure to perform any other covenant or agreement in the indenture with
respect to that series of debt securities, and the continuance of that
failure for 90 days after we receive written notice of that failure from
the Trustee or from the holders of at least 25% of the aggregate
principal amount of the debt securities of that series;
- acceleration of any indebtedness of ours (1) with a principal amount of
more than $50,000,000, or (2) under any mortgage, indenture or other
instrument that permits the incurrence by us of more than $50,000,000 of
indebtedness, in either case that is not discharged, rescinded or
annulled within 10 days after we receive written notice to us of this
default;
- various events involving our bankruptcy, insolvency or reorganization;
and
- any other Event of Default established with respect to debt securities of
that series.
(Sections 2.5 and 4.1)
Within 90 days after the occurrence of a default, without regard to any
grace periods, the Trustee will give all holders of debt securities of the
affected series notice of all uncured defaults known to it. Except in the case
of a default in the payment of principal, any premium or any interest or in the
payment of any sinking fund installment, the Trustee may withhold notice if it
in good faith determines that withholding notice is in the interest of the
holders. (Trust Indenture Act)
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If an Event of Default with respect to any series of debt securities occurs
and is continuing, either the Trustee or the holders of at least 25% of the
aggregate principal amount of the debt securities of that series may declare the
principal (or, in the case of original issue discount debt securities, the
portion specified in the applicable prospectus supplement) of the debt
securities of that series and any accrued interest to be due and payable
immediately. Once this has happened, subject to various conditions, the holders
of a majority of the aggregate principal amount of the debt securities of that
series can annul the declaration of acceleration and waive the past defaults,
except they cannot waive uncured defaults in the payment of principal, any
premium or any interest. (Sections 4.1 and 4.9)
We must file with the Trustee annually a written statement regarding the
presence or absence of certain defaults. (Trust Indenture Act)
If a default or an Event of Default occurs and continues, the holders of at
least a majority in aggregate principal amount of the debt securities of the
series may direct the time, method and place of conducting any proceeding or
remedy available to the Trustee, or exercising any trust or power given under
the indenture to the Trustee. (Section 4.8)
The Trustee does not have to exercise any of its rights or powers at the
direction of the holders of debt securities unless the holders offer the Trustee
reasonable security or indemnity against expenses and liabilities. (Section
5.1(d))
DEFEASANCE
Defeasance and Discharge
The indenture provides that we will be discharged from any and all
obligations with respect to the debt securities of any series (other than
various transfer obligations) if we deposit with the Trustee in trust money
and/or U.S. government obligations which will provide enough money to pay the
principal of and each installment of interest on the debt securities of that
series on the stated maturity of those payments in accordance with the terms of
the indenture and those debt securities. (Section 12.2)
We may only establish this kind of trust if, among other things, we have
delivered to the Trustee an opinion of counsel stating that, due to an Internal
Revenue Service ruling or a change in federal income tax law, holders of those
debt securities will not recognize income, gain or loss for federal income tax
purposes as a result of that deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if that deposit, defeasance and
discharge had not occurred. (Section 12.4)
Defeasance of Certain Covenants and Certain Events of Default
The indenture provides that we may choose not to comply with the covenants
entitled "Limitation on Liens" and "Limitations on Sales and Leasebacks" and
with Section 4.1(d) of the indenture (described above in the fourth bullet point
under "Events of Default, Waiver and Notice") without triggering an Event of
Default with respect to a particular series of debt securities, if we deposit
with the Trustee in trust money and/or U.S. government obligations which through
the payment of interest and principal will provide enough money to pay the
principal of and each installment of interest on the debt securities of that
series on the stated maturity of those payments in accordance with the terms of
the indenture and those debt securities. Our other obligations under the
indenture and those debt securities and other Events of Default shall remain in
full force and effect. (Section 12.3)
We may only establish this kind of trust if, among other things, we have
delivered to the Trustee an opinion of counsel stating that the holders of those
debt securities will not recognize income, gain, or loss for federal income tax
purposes as a result of that deposit and defeasance of certain covenants and
Events of Default and will be subject to federal income tax on the same amounts
and in the same manner and at the same times, as would have been the case if
that deposit and defeasance had not occurred. (Section 12.4)
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If we exercise the option described in this section and the debt securities
of the relevant series are declared due and payable because of the occurrence of
any Event of Default (other than the Event of Default described above in the
fourth bullet point under "Events of Default, Waiver and Notice"), the amount of
money and U.S. government obligations on deposit with the Trustee will be
sufficient to pay amounts due on those debt securities at the time of their
stated maturity but may not be sufficient to pay amounts due on those debt
securities at the time of the acceleration resulting from that Event of Default.
CHANGES TO THE INDENTURE
Holders who own not less than 50% in principal amount of the outstanding
debt securities of all series affected can agree to amend the indenture or the
rights of the holders of those debt securities. However, no amendment without
the consent of each affected holder of debt securities can change:
- the fixed maturity of those debt securities;
- the principal amount of, or premium on, those debt securities;
- the rate or the time of payment of interest on those debt securities;
- the currency of those debt securities;
- the portion of the principal amount of original issue discount debt
securities payable upon acceleration of the maturity thereof;
- the portion of the principal amount of those debt securities provable in
bankruptcy;
- amounts payable upon redemption of those debt securities;
- the overdue rate of interest on those debt securities;
- any right of repayment at the option of the holders of those debt
securities; or
- reduce the percentage of principal amount of the those debt securities
required to amend the indenture.
(Section 7.2)
We may amend the indenture in certain circumstances without your consent to
evidence our merger with another company or the replacement of the Trustee and
for certain other purposes. (Section 7.1)
CONCERNING THE TRUSTEE
We maintain deposit accounts and conduct other banking transactions with
the Trustee in the ordinary course of our business.
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus
- to or through underwriters or dealers;
- directly to one or more purchasers; or
- through agents.
BY UNDERWRITERS
If we use underwriters in the sale of offered securities, the underwriters
will acquire the offered securities for their own accounts. The underwriters may
resell the securities in one or more transactions,
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including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to certain conditions.
The underwriters will be obligated to purchase all the offered securities if any
of the offered securities are purchased. Any initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may be
changed from time to time.
DIRECT SALES
We may also sell securities directly. In this case, no underwriters or
agents would be involved.
BY AGENTS
We may also sell securities through agents that we designate. The agents
will agree to use their reasonable best efforts to solicit purchases for the
period of their appointment.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act of
1933, and any discounts, concessions or commissions that we pay them and any
profit on their resale of the offered securities may be treated as underwriting
discounts, concessions and commissions under the Securities Act of 1933. We will
identify any underwriters or agents and describe their compensation in a
prospectus supplement.
We may have agreements with the underwriters, dealers and agents who
participate in the sale of offered securities to indemnify them against certain
civil liabilities, including liabilities under the Securities Act of 1933, or to
contribute with respect to payments which the underwriters, dealers or agents
may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
Except for the common stock, the offered securities, when first issued,
will have no established trading market. Any underwriters or agents to or
through whom offered securities are sold by us for public offering and sale may
make a market in the offered securities; but the underwriters or agents will not
be obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
any offered securities.
In connection with an offering of the offered securities, underwriters or
agents may purchase and sell the offered securities in the open market. These
transactions may include over-allotment and stabilizing transactions, purchases
to cover syndicate short positions created in connection with the offering and
penalty bids. Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions consist of bids or
purchases for the purpose of preventing or retarding a decline in the market
price of the offered securities and are permitted so long as the stabilizing
bids do not exceed a specified maximum. Syndicate short positions involve the
sale by the underwriters or agents of a greater number of offered securities
than they are required to purchase from us in the offering. The underwriters or
agents also may impose a penalty bid which permits them to reclaim selling
concessions allowed to syndicate members or certain dealers if they repurchase
the offered securities in stabilizing or covering transactions. These activities
may stabilize, maintain or otherwise affect the market price of the offered
securities, which may be higher than the price that might otherwise prevail in
the open market. These activities, if commenced, may be discontinued at any
time. These transactions may be effected on any exchange on which the offered
securities are traded, in the over-the-counter market or otherwise.
If we so indicate in a prospectus supplement we will authorize underwriters
or our agents to solicit offers by certain institutional investors to purchase
offered securities from us which will be paid for and delivered on a future date
specified in the applicable prospectus supplement. The obligations of any
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purchasers under these delayed delivery and payment arrangements will not be
subject to any conditions except that the purchase at delivery must not be
prohibited under the laws of any jurisdiction in the United States to which the
institution is subject.
LEGAL OPINIONS
Terrence G. Linnert, Esq., who is our Senior Vice President, General
Counsel and Secretary, or another of our lawyers, will issue an opinion about
the validity of the offered securities. Mr. Linnert owns a number of shares of
our common stock and holds options to purchase additional shares of our common
stock.
Any underwriters will be advised about the validity of the offered
securities by their own legal counsel.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1999 as set forth in their report, which as to 1998 and 1997
is based in part on the report of Arthur Andersen LLP, independent auditors, and
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our consolidated financial statements are incorporated
by reference in reliance on their reports, given on their authority as experts
in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........ $132,000
Printing and engraving expenses............................ 50,000
Rating agency fees......................................... 400,000
Trustee's fees............................................. 5,000
Legal fees and expenses.................................... 50,000
Accounting fees and expenses............................... 75,000
Blue Sky fees and expenses................................. 20,000
Other...................................................... 18,000
--------
Total.................................................... $750,000
========
</TABLE>
- ---------------
* All amounts other than the registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Company's 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 improper loans to
directors contrary to specified statutory provisions). Reference is made to
Article TWELFTH of the Company's 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
II-1
<PAGE> 24
Exhibit 3(b) to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1988.
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 the
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, including attorneys' fees
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
II-2
<PAGE> 25
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.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1.a Form of Underwriting Agreement relating to the Common Stock
and the Preferred Stock (to be filed by amendment or on Form
8-K).
1.b Form of Underwriting Agreement relating to the Debt
Securities (to be filed by amendment or on Form 8-K).
1.c Form of Distribution Agreement (to be filed by amendment or
on Form 8-K).
4.a Certificate of Incorporation of BFGoodrich with amendments
filed August 4, 1997 and May 6, 1998. This exhibit was filed
as Exhibit 3(A) of BFGoodrich's Annual Report on Form 10-K
for the year ended December 31, 1998 and is incorporated
herein by reference.
4.b By-Laws of BFGoodrich. This exhibit was filed as Exhibit
3(B) of BFGoodrich's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 and is incorporated herein by
reference.
4.c Indenture dated as of May 1, 1991 between BFGoodrich and
Harris Trust and Savings Bank, as Trustee. This exhibit was
filed as an exhibit to BFGoodrich's Registration Statement
on Form S-3 (File No. 33-65658) and is incorporated herein
by reference.
4.e Form of Fixed Rate Note. This exhibit was filed as an
exhibit to BFGoodrich's Registration Statement on Form S-3
(File No. 333-03341) and is incorporated herein by
reference.
4.f Form of Floating Rate Note. This exhibit was filed as an
exhibit to BFGoodrich's Registration Statement on Form S-3
(File No. 333-03341) and is incorporated herein by
reference.
4.g Rights Agreement, dated June 2, 1997, between BFGoodrich and
The Bank of New York, as Rights Agent. This exhibit was
filed as Exhibit 10(G) of BFGoodrich's Annual Report on Form
10-K for the year ended December 31, 1998 and is
incorporated herein by reference.
5. Opinion re validity of offered securities of Terrence G.
Linnert, Esq., Senior Vice President and General Counsel and
Secretary (including consent) (previously filed).
12. Computation of Ratio of Earnings to Fixed Charges (filed
herewith).
23.a Consent of Ernst & Young LLP, independent auditors (filed
herewith).
23.b Consent of Arthur Andersen LLP, independent auditors (filed
herewith).
23.c Consent of Terrence G. Linnert, Esq. (contained in the
opinion filed as Exhibit 5).
24 Power of Attorney (previously filed).
25. Form T-1 Statement of Eligibility and Qualification of
Harris Trust and Savings Bank (previously filed).
</TABLE>
II-3
<PAGE> 26
ITEM 17. UNDERTAKINGS
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 required 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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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.
(4) 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 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 provisions described under Item 15 above, 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.
II-4
<PAGE> 27
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-3 and has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Charlotte, North Carolina on March 14, 2000.
THE B.F.GOODRICH COMPANY
By: /s/ TERRENCE G. LINNERT
-----------------------------------
Terrence G. Linnert
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed on March 14, 2000 by the following persons in the capacities
indicated.
<TABLE>
<S> <C>
* *
- ------------------------------------- -------------------------------------
(David L. Burner) (Laurence A. Chapman)
Chairman of the Board, Chief Senior Vice President and
Executive Officer and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
* *
- ------------------------------------- -------------------------------------
(Robert D. Koney, Jr.) (Diane C. Creel)
Vice President and Controller Director
(Principal Accounting Officer)
* *
- ------------------------------------- -------------------------------------
(George A. Davidson, Jr.) (James J. Glasser)
Director Director
* *
- ------------------------------------- -------------------------------------
(Jodie K. Glore) (John W. Guffey, Jr.)
Director Director
* *
- ------------------------------------- -------------------------------------
(William R. Holland) (David I. Margolis)
Director Director
</TABLE>
II-5
<PAGE> 28
<TABLE>
<S> <C>
* *
- ------------------------------------- -------------------------------------
(Douglas E. Oleson) (Richard de J. Osborne)
Director Director
* *
- ------------------------------------- -------------------------------------
(Alfred M. Rankin, Jr.) (Robert H. Rau)
Director Director
* *
- ------------------------------------- -------------------------------------
(James R. Wilson) (A. Thomas Young)
Director Director
</TABLE>
*The undersigned, as attorney-in-fact does hereby sign this amendment on behalf
of each of the officers and directors indicated above.
/s/ Terrence G. Linnert
- --------------------------------------
Terrence G. Linnert
II-6
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGINATION BY
EXHIBIT SEQUENTIAL NUMBER
NUMBER EXHIBIT DESCRIPTION SYSTEM
- ------- ------------------- -----------------
<C> <S> <C>
1.a Form of Underwriting Agreement relating to the Common
Stock and the Preferred Stock (to be filed by amendment
or on Form 8-K).
1.b Form of Underwriting Agreement relating to the Debt
Securities (to be filed by amendment or on Form 8-K).
1.c Form of Distribution Agreement (to be filed by amendment
or on Form 8-K).
4.a Certificate of Incorporation of BFGoodrich with
amendments filed August 4, 1997 and May 6, 1998. This
exhibit was filed as Exhibit 3(A) of BFGoodrich's Annual
Report on Form 10-K for the year ended December 31, 1998
and is incorporated herein by reference.
4.b By-Laws of BFGoodrich. This exhibit was filed as Exhibit
3(B) of BFGoodrich's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998 and is incorporated
herein by reference.
4.c Indenture dated as of May 1, 1991 between BFGoodrich and
Harris Trust and Savings Bank, as Trustee. This exhibit
was filed as an exhibit to BFGoodrich's Registration
Statement on Form S-3 (File No. 33-65658) and is
incorporated herein by reference.
4.e Form of Fixed Rate Note. This exhibit was filed as an
exhibit to BFGoodrich's Registration Statement on Form
S-3 (File No. 333-03341) and is incorporated herein by
reference.
4.f Form of Floating Rate Note. This exhibit was filed as an
exhibit to BFGoodrich's Registration Statement on Form
S-3 (File No. 333-03341) and is incorporated herein by
reference.
4.g Rights Agreement, dated June 2, 1997, between BFGoodrich
and The Bank of New York, as Rights Agent. This exhibit
was filed as Exhibit 10(G) of BFGoodrich's Annual Report
on Form 10-K for the year ended December 31, 1998 and is
incorporated herein by reference.
5. Opinion re validity of offered securities of Terrence G.
Linnert, Esq., Senior Vice President, General Counsel and
Secretary (including consent) (previously filed).
12. Computation of Ratio of Earnings to Fixed Charges (filed
herewith).
23.a Consent of Ernst & Young LLP, independent auditors (filed
herewith).
23.b Consent of Arthur Andersen LLP, independent auditors
(filed herewith).
23.c Consent of Terrence G. Linnert, Esq. (contained in the
opinion filed as Exhibit 5).
24. Power of Attorney (previously filed).
25. Form T-1 Statement of Eligibility and Qualification of
Harris Trust and Savings Bank (previously filed).
</TABLE>
<PAGE> 1
Exhibit 12
THE BF GOODRICH COMPANY
COMPUTATION OF EARNINGS TO FIXED CHARGES
(In millions, except for ratios)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
COMPUTATION OF EARNINGS:
Income from continuing operations before
income taxes, trust preferred distributions and
cumulative effect of change in accounting
method 215.0 290.7 343.7 594.2 334.5
Add (Deduct):
Fixed charges to add back 216.7 191.6 145.5 161.9 159.3
Amortization of interest previously capitalized 1.4 1.3 1.5 2.1 2.3
EARNINGS 433.1 483.6 490.7 758.2 496.1
COMPUTATION OF FIXED CHARGES
Interest expense, net of capitalized interest 203.3 177.9 132.5 148.4 143.9
Distrib. on trust preferred securities 5.1 10.5 10.5 16.1 18.4
Portion of rent expense representing interest 13.4 13.7 13.0 13.5 15.4
Capitalized interest 3.7 7.8 6.8 5.1 3.5
FIXED CHARGES 225.5 209.9 162.8 183.1 181.2
RATIO OF EARNINGS TO FIXED CHARGES 1.921 2.304 3.014 4.141 2.738
</TABLE>
<PAGE> 1
EXHIBIT 23.a
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3, 333-95081) and related
Prospectus of The B.F.Goodrich Company for the registration of common stock,
series preferred stock and debt securities and to the incorporation by
reference therein of our report dated February 14, 2000 (except for Note W, as
to which the date is February 21, 2000), with respect to the consolidated
financial statements of The B.F.Goodrich Company for the year ended December 31,
1999 incorporated by reference in its Annual Report (Form 10-K), filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Charlotte, North Carolina
March 8, 2000
<PAGE> 1
EXHIBIT 23.b
Consent of Independent Public Accountants
As independent accountants, we hereby consent to the incorporation by reference
in this Amendment No. 1 to Registration Statement on Form S-3 of our report
dated January 22, 1999, included in The B.F.Goodrich Company's Annual Report on
Form 10-K for the year ended December 31, 1999, and to all references to our
Firm included in the Registration Statement.
/s/ Arthur Andersen LLP
Charlotte, North Carolina
March 13, 2000
