<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 17, 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
<PAGE> 2
ITEM 5. OTHER EVENTS
On April 17, 2000, The B.F.Goodrich Company (the "Company") issued a
press release announcing that it intends to focus on its Aerospace and
Engineered Industrial Products segments and will divest the Company's
Performance Materials segment. 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 April
17, 2000 titled "BFGoodrich to Focus on Aerospace and
Engineered Industrial Products - Plans to Divest
Performance Materials Segment".
2
<PAGE> 3
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: April 17, 2000 By: /s/ Kenneth L. Wagner
---------------------------
Kenneth L. Wagner
Senior Counsel and Assistant
Secretary
3
<PAGE> 1
[BF GOODRICH LOGO] NEWS
- --------------------------------------------------------------------------------
Exhibit 99.1
The BFGoodrich Company PR00-0024
3 Coliseum Centre MEDIA CONTACTS: Kevin Ramundo
2550 West Tyvola Rd. PHONE: 704/423-7024
-or- Patty Meinecke
Charlotte, North Carolina 28217 704-423-7060
www.bfgoodrich.com
INVESTOR CONTACT: Paul Gifford
PHONE: 704-423-5517
FOR IMMEDIATE RELEASE
BFGOODRICH TO FOCUS ON AEROSPACE AND ENGINEERED INDUSTRIAL PRODUCTS
- PLANS TO DIVEST PERFORMANCE MATERIALS SEGMENT
CHARLOTTE, NC, APRIL 17, 2000 -- The BFGoodrich Company (NYSE: GR) announced
today that it intends to focus on Aerospace and Engineered Industrial Products
segments and will divest the company's Performance Materials segment. The plan
will enhance shareholder value and position the company to build on its track
record of profitable growth. In 1999, the company's fifth consecutive year of
record earnings, BFGoodrich reported sales of $5.5 billion and segment operating
income of $827 million.
Performance Materials, a global supplier of specialty polymer systems and
chemical additives, achieved record results in 1999, including sales of $1.2
billion, operating income of $150 million, and EBITDA (earnings before interest,
taxes, depreciation and amortization) of $235 million. BFGoodrich anticipates
that the divestiture will be completed by year-end 2000. The proceeds will be
available for growing the company's aerospace and industrial businesses, for its
current share buyback program, and for reducing debt levels consistent with
maintaining a strong capital structure. Morgan Stanley Dean Witter has been
retained to assist BFGoodrich in the offering process.
In commenting on the announcement, David L. Burner, BFGoodrich's Chairman and
CEO, said, "Our decision reflects the realities of the increasingly competitive
landscape in the specialty chemical industry and the substantial opportunities
we have to build on our Aerospace and Engineered Industrial Products segments.
The actions we are announcing today will unlock value for our shareholders and
better position all three businesses to win in the years ahead."
Page 1 of 2
<PAGE> 2
[BF GOODRICH LOGO] NEWS
Mr. Burner added, "Our Performance Materials segment enjoys excellent products,
technologies and market positions and has been among the stronger performers in
its peer group. However, in today's environment, continued success would require
us to expand this segment to at least three times its current size. From a
strategic and shareholder perspective, we believe the best course is to focus
our resources on our Aerospace and Industrial segments. In addition to the
opportunities each of these segments offer, we will be able to drive value and
competitive advantage by leveraging core competencies and processes given the
complementary nature of these two segments."
With 1999 sales of $5.5 billion, The BFGoodrich Company holds leadership
positions in advanced aerospace products and services, performance materials and
engineered industrial products. The company has its headquarters in Charlotte,
North Carolina, and employs 27,000 people worldwide. For more information,
please visit our website at www.bfgoodrich.com.
FACT SHEETS REGARDING THIS ANNOUNCEMENT ARE AVAILABLE AT
http://199.230.26.96/gr/BFGFactSheet.pdf
THE TEXT OF CHAIRMAN AND CEO DAVE BURNER'S REMARKS FROM TODAY'S ANNUAL
SHAREHOLDERS' MEETING IS AVAILABLE AFTER 11:15 AM EDT AT www.bfgoodrich.com.
CLICK ON ANNUAL MEETING.
B-ROLL FOOTAGE IS AVAILABLE FROM 10:00-10:30 AM EDT AND FROM 2:00-2:30 PM EDT ON
MONDAY, APRIL 17, AT -
GE2 TRANSPONDER C11
DOWNLINK FREQUENCY 3920 MHz
POLARITY - VERTICAL
###
Page 2 of 2
