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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 22, 2000
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)
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (704) 423-7000
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ITEM 5. OTHER EVENTS
On February 22, 2000, The B.F.Goodrich Company (the "Company")
issued a press release announcing that the Company's Board of
Directors had approved a program that authorizes the Company to
repurchase up to $300 million of the Company's common stock. A copy of
such press release is filed as Exhibit 99.1 hereto and is incorporated
by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
Exhibit 99.1 The B.F.Goodrich Company Press Release dated
February 22, 2000 titled "BFGoodrich Announces
Program to Repurchase up to $300 million in
Common Stock".
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SIGNATURES
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
(Registrant)
Date: February 22, 2000 By: /s/ Kenneth L. Wagner
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Kenneth L. Wagner
Senior Counsel and Assistant Secretary
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Ex. 99.1
BF GOODRICH NEWS
- --------------------------------------------------------------------------------
THE BFGOODRICH COMPANY PR00-0010
3 Coliseum Centre MEDIA CONTACT: Kevin Ramundo
2550 West Tyvola Rd. PHONE: 704-423-7024
Charlotte, North Carolina 28217 FAX: 704-423-7127
www.bfgoodrich.com
INVESTOR RELATIONS CONTACT:
Paul Gifford
PHONE: 704-423-5517
FOR IMMEDIATE RELEASE FAX: 704-423-5516
BFGOODRICH ANNOUNCES PROGRAM TO REPURCHASE UP TO $300 MILLION IN COMMON STOCK
- - THE BOARD ALSO APPROVES NEW SHAREHOLDER-FOCUSED EXECUTIVE INCENTIVE
COMPENSATION PROGRAM AND DECLARES QUARTERLY DIVIDEND
CHARLOTTE NC, February 22, 2000 - The Board of Directors of The BFGoodrich
Company approved a program today that authorizes the company to repurchase up to
$300 million of the company's common stock. Repurchases under the program, which
could aggregate up to 10% of the outstanding common stock, may be made from time
to time in the open market or in private transactions. The program, which will
be accretive to earnings per share, will be funded from BFGoodrich's strong
operating cash flow and short-term borrowings under existing credit lines. The
repurchases will be made in compliance with, and at such times as permitted by,
federal securities laws and may be suspended or discontinued at any time. As of
year-end 1999, BFGoodrich had 110.2 million shares outstanding.
The Board also approved a new management incentive compensation program with
goals directly linked to enhancing shareholder value, and declared a regular
quarterly dividend of 27.5 cents per share, payable April 3, 2000 to
shareholders of record on March 6, 2000.
In commenting on the Board's actions, David L. Burner, BFGoodrich's chairman and
chief executive officer, said, "While our predominant strategy for increasing
shareholder value continues to be investing in our businesses for consistent
profit growth, the share repurchase program is a compelling and opportunistic
use of our financial resources at a time when our stock, like the shares of many
of our peers, is trading at depressed levels. This share repurchase program, the
adoption of a new management incentive compensation program tied to shareholder
returns, and our track record of five consecutive years of record sales and
profits reflect our very strong commitment to deliver value to our shareholders.
And we are continuing to explore additional ways to increase shareholder value,
including the evaluation of various financial and strategic alternatives related
to our portfolio of strong businesses."
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PR00-0010-BFGoodrich Announces Program to Repurchase up to $300 Million in
Common Stock
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BFGOODRICH NEWS
The new management compensation program approved today by the Board aligns
incentives with gains in shareholder value as measured by relative total
shareholder return and related measures with a goal of delivering top-quartile
returns. The program is linked to the company's Value Management process that
consists of principles, tools and measures to better insure that all business
decisions are evaluated in terms of their impact on shareholder value. The new
compensation program becomes effective in 2000 on a transitional basis and will
be fully implemented in 2001.
In other actions today, the Board of Directors appointed Terrence G. Linnert,
Senior Vice President, Human Resources and Administration, General Counsel and
Secretary. In this expanded role, Mr. Linnert will assume additional senior
management responsibilities for human resources, corporate communications and
services.
In addition, Stephen R. Huggins was named Senior Vice President, Strategic
Resources and Information Technology, in recognition of the expansion of his
role during the past year.
The BFGoodrich Company, headquartered in Charlotte, NC, has leading market
positions in advanced aerospace systems, performance materials and engineered
industrial products, with 1999 revenues of $5.5 billion and 27,000 employees
worldwide. For more information, please visit our website at www.bfgoodrich.com.
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PR00-0010-BFGoodrich Announces Program to Repurchase up to $300 Million in
Common Stock
