[W&C Draft January 18, 2000]
As filed with the Securities and Exchange Commission on , 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
New York 34-0252680
State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
3 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
3 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 thisRegistration 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. /_/
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. /_/ _________________
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. /_/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Amount Proposed Maximum Proposed Maximum Amount of
Title of each class of To Be Aggregate Price Per Aggregate Offering Registration
securities to be registered Registered(1) Unit(2) Price(1)(2) Fee registered
Common Stock (3).............
Series Preferred Stock(4)...
Debt Securities (5)..........
Total........................ $500,000,000 100% $500,000,000 $132,000
====================================================================================================================================
</TABLE>
(1) Or the equivalent thereof in one or more foreign currencies, foreign
currency units or composite currencies, or if debt securities are issued at
original issue discount, such higher principal amount as shall result in an
aggregate initial public offering price of $500,000,000 at the time of
initial offering. In no event will the aggregate offering price of all
securities issued from time to time under this registration statement
exceed U.S.$500,000,000 or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Subject to note (1) above, The B.F.Goodrich Company ("BFGoodrich") is
registering hereunder an indeterminate number of shares of its common stock
which may be issued from time to time at indeterminate prices, including
shares issuable upon conversion of (i) debt securities that are convertible
into common stock or (ii) series preferred stock that is convertible into
common stock. Each share of common stock will carry one junior preferred
share purchase right.
(4) Subject to note (1) above, BFGoodrich is registering hereunder an
indeterminate number of shares of its series preferred stock which may be
issued from time to time at indeterminate prices. Such shares of series
preferred stock may be convertible into shares of common stock of
BFGoodrich.
(5) Subject to note (1) above, BFGoodrich is registering hereunder an
indeterminate principal amount of its debt securities which may be issued
from time to time at indeterminate prices. Such debt securities may be
convertible into shares of common stock of BFGoodrich.
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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.
<PAGE>
PROSPECTUS
THE B.F.GOODRICH COMPANY
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
(704) 423-7000
BFGoodrich may offer by this prospectus the following securities for sale:
o Common Stock
o Series Preferred Stock
o 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
<PAGE>
TABLE OF CONTENTS
Page
About This Prospectus......................................... 5
Where You Can Find More Information........................... 5
Forward-Looking Statements.................................... 5
Risk Factors.................................................. 6
The Company................................................... 6
Use of Proceeds............................................... 8
Ratio of Earnings to Fixed Charges............................ 8
Description of Capital Stock.................................. 8
Description of Series Preferred Stock......................... 11
Description of Debt Securities................................ 13
Plan of Distribution.......................................... 19
Legal Opinions................................................ 20
Experts....................................................... 20
<PAGE>
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:
o Our Annual Report on Form 10-K for the year ended December 31, 1998.
The financial statements included in this Form 10-K have been
superseded by the financial statements included in our Current Report
on Form 8-K filed December 17, 1999, which reflect our recent merger
with Coltec Industries Inc.
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999. Please note that the
financial statements included in our Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1999 and June 30, 1999 have not been
restated to reflect the Coltec merger.
o Our Current Reports on Form 8-K filed February 19, 1999, February 25,
1999, April 12, 1999, April 20, 1999, May 4, 1999, July 9, 1999, July
12, 1999 (as amended on September 24, 1999), October 29, 1999 and
December 17, 1999.
o 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
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
Attention: Assistant Secretary
(704) 423-7000
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, 1998,
our Current Report on Form 8-K filed December 17, 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 specialty plastics and specialty additives products for a variety of
end-user applications. In addition, we manufacture a variety of
highly-engineered industrial products. In 1998, we had sales of $5.5 billion,
and in the first nine months of 1999, we had sales of $4.2 billion. We are
organized into three principal business segments: Aerospace, Performance
Materials and Engineered Industrial Products. 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, which
means that we will treat BFGoodrich and Coltec as if they always had been one
company for accounting and financial reporting purposes. Our Current Report on
Form 8-K filed December 17, 1999 includes our consolidated financial statements
at December 31, 1998 and 1997 and for the years ended December 31, 1998, 1997
and 1996, which have been restated to reflect the Coltec merger.
Aerospace
Our Aerospace segment is conducted through four major business groups.
o Our Aerostructures group primarily designs, develops and integrates
aircraft engine nacelle and pylon systems and provides support services.
o 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, business and general aviation
customers, and in space programs.
o 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; specialty heated products; collision warning systems; weather
detection systems; standby altitude indicators; aircraft lighting
components; turbine blades; 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.
o 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.
Performance Materials
Our Performance Materials segment is conducted through three major business
groups.
o 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.
o Our Consumer Specialties group manufactures thickening, suspension and
emulsion polymers for personal care products and for household and
pharmaceutical applications.
o 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, recreational vehicles and
products, agricultural equipment, industrial equipment, tire and rubber
goods, plumbing and industrial pipe, fire sprinkler systems and building
material components.
<PAGE>
Engineered Industrial Products
Our Engineered Industrial Products segment manufactures a variety of
highly-engineered industrial products, including:
o Industrial seals, gaskets, packing products, self-lubricating bearings, oil
seals and hubodometers.
o Spray nozzles, which are used in agricultural, home heating and industrial
applications.
o Diesel, gas and dual-fuel engines, which are used in marine, locomotive and
stationary power applications.
o Air compressors and tooling, which are used in industrial applications.
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:
Nine months Twelve Months ended December 31,
ended
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September 30, 1998 1997 1996 1995 1994
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1999
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2.61x 4.14x 3.01x 2.30x 1.92x 1.78x
For these ratios, "earnings" consists of income from continuing operations
before
o income taxes,
o fixed charges (excluding capitalized interest and distributions on
trust preferred securities),
o amortization of previously capitalized interest, and
o undistributed earnings (losses) of affiliated companies which are
accounted for on the equity method.
For these ratios, "fixed charges" consist of
o interest on all indebtedness (including capitalized interest and
interest costs on company-owned life insurance policies),
o amortization of debt discount or premium,
o an interest factor attributable to rentals, and
o 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 September 30, 1999, we had 210,000,000 shares of authorized capital
stock. Those shares consisted of:
o 200,000,000 shares of common stock, $5.00 par value, of which
111,972,258 shares were outstanding (excluding 14,000,000
shares held by a wholly owned subsidiary); and
o 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:
o 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;
o 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;
o 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;
o 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 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:
o 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
o certain price and procedure requirements are met as follows:
o 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:
o 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;
o the highest closing price of such stock on specified dates;
and
o 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.
o 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
o 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
o 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 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
o we redeem them; or
o 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
o in the event of stock dividends, subdivisions and combinations with
respect to our common stock;
o 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
o 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:
o we are acquired in a merger or other business combination transaction
or
o 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 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:
o the number of shares to be issued in a particular series;
o the dividend rate on the shares of that series, including whether
those dividends will be cumulative;
o whether the shares of that series will be redeemable, and if they are,
the circumstances under which they will be redeemable;
o 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;
o the amount payable on those shares if we should liquidate or dissolve;
o the circumstances, if any, under which a holder of those shares may
vote; and
o 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.
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:
o $1,000 per share plus accrued dividends to the date of payment,
whether or not declared; or
o 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:
o declare or pay dividends on, make any other distributions on any
shares of stock ranking junior to the junior preferred stock;
o 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;
o 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
o 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.
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:
o the title of the debt securities;
o the total principal amount and the permitted denominations of the debt
securities;
o the price of the debt securities;
o the currency or currencies in which the principal of and any interest
on the debt securities will be payable;
o the dates on which principal and interest on the debt securities will
be payable;
o the interest rate, if any, for the debt securities or the method that
will be used to determine the interest rate;
o the places where principal and interest will be payable;
o any mandatory or optional repayment or redemption provisions; and
o 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. (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
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:
o 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;
o we determine that the global security is now exchangeable; or
o 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 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:
o liens on property, stock or Debt of any corporation existing at the
time it becomes a Restricted Subsidiary;
o liens to secure indebtedness of a Restricted Subsidiary to us or to
another Restricted Subsidiary;
o 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;
o liens of materialmen, mechanics, carriers, workmen, repairmen,
landlords or other similar liens, or deposits to obtain the release of
these liens;
o liens arising under legal process the execution or enforcement of
which is stayed and which are being contested in good faith;
o 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;
o 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;
o 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;
o liens existing at the date of the indenture; and
o 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:
o 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
o 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.
(Section 3.5)
Absence of Other Restrictions
The indenture does not contain:
o any restrictions on the declaration of dividends;
o any requirements concerning the maintenance of any asset ratio; or
o any requirement for the creation or maintenance of reserves.
<PAGE>
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:
o the successor entity, purchaser or lessee expressly assumes our
obligations on the debt securities and under the indenture; and
o 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:
o our failure to pay any interest on the debt securities of that series
for a period of 10 days after the interest was due;
o our failure to pay the principal or any premium on the debt securities
of that series;
o failure to deposit any sinking fund payment on the debt securities of
that series;
o 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;
o 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;
o various events involving our bankruptcy, insolvency or reorganization;
and
o 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)
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)
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:
o the fixed maturity of those debt securities;
o the principal amount of, or premium on, those debt securities;
o the rate or the time of payment of interest on those debt securities;
o the currency of those debt securities;
o the portion of the principal amount of original issue discount debt
securities payable upon acceleration of the maturity thereof;
o the portion of the principal amount of those debt securities provable
in bankruptcy;
o amounts payable upon redemption of those debt securities;
o the overdue rate of interest on those debt securities;
o any right of repayment at the option of the holders of those debt
securities; or
o 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
o to or through underwriters or dealers;
o directly to one or more purchasers; or
o 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, 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
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, 1998 as set forth in their report, which as to 1996 is based
in part on the report of Deloitte & Touche 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.
Ernst & Young LLP also have audited our consolidated financial statements
included in our Current Report on Form 8-K filed December 17, 1999, as set forth
in their report, which as to 1998, 1997 and 1996 is based in part on the report
of Arthur Andersen LLP, independent auditors, and as to 1996 is based in part on
the report of Deloitte & Touche LLP, independent auditors, and which is
incorporated by reference in this prospectus. Our consolidated financial
statements are incorporated by reference in reliance upon their reports, given
on their authority as experts in accounting and auditing.
Arthur Andersen LLP, independent auditors, have audited Coltec's
consolidated financial statements and schedules for the year ended December 31,
1998 included in our Current Report on Form 8-K dated July 12, 1999, as set
forth in their report which is incorporated in this prospectus by reference.
Coltec's consolidated financial statements are incorporated by reference in
reliance on their report, given on their authority as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
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 expense..........................................50,000
Accounting fees and expenses....................................75,000
Blue Sky fees and expenses......................................20,000
Other...........................................................18,000
Total....................................................$750,000
========
*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 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 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
1.a Form of Underwriting Agreement relating to the Common Stock and the
Preferred Stock.*
1.b Form of Underwriting Agreement relating to the Debt Securities.*
1.c Form of Distribution Agreement.*
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.
------------------------
* To be filled by amendment or on Form 8-K.
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) (filed herewith).
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 Deloitte & Touche LLP, independent auditors (filed
herewith).
23.c Consent of Arthur Andersen LLP, independent auditors (filed herewith).
23.d Consent of Terrence G. Linnert, Esq. (contained in the opinion filed
as Exhibit 5).
24 Power of Attorney (filed herewith).
25. Form T-1 Statement of Eligibility and Qualification of Harris Trust
and Savings Bank (filed herewith).
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective 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.
<PAGE>
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Charlotte, North Carolina on January 20, 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
Registration Statement has been signed on January 20, 2000 by the following
persons in the capacities indicated.
* *
- ------------------------------- -------------------------------
(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
* *
- ------------------------------- -------------------------------
(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
*The undersigned, as attorney-in-fact does hereby sign this Registration
Statement on behalf of each of the officers and directors indicated above.
/s/ Terrence G. Linnert
-----------------------
Terrence G. Linnert
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Pagination
by
sequential
Exhibit Exhibit number
Number Description system
- ------- ----------- ------------
<S> <C>
1.a Form of Underwriting Agreement relating to the Common Stock and the
Preferred Stock.*
1.b Form of Underwriting Agreement relating to the Debt Securities.*
1.c Form of Distribution Agreement.*
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)
(filed herewith).
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 Deloitte & Touche LLP, independent auditors (filed herewith).
23.c Consent of Arthur Andersen LLP, independent auditors (filed herewith).
23.d Consent of Terrence G. Linnert, Esq. (contained in the opinion filed as
Exhibit 5).
24 Power of Attorney (filed herewith).
25. Form T-1 Statement of Eligibility and Qualification of Harris Trust and
Savings Bank (filed herewith).
- ------------------------
* To be filed by amendment or on Form 8-K.
</TABLE>
EXHIBIT 5
---------
[logo]
January 20, 2000
The B.F. Goodrich Company
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
Ladies and Gentlemen:
This opinion is being provided by the undersigned, as Senior Vice
President, General Counsel and Secretary of The B.F. Goodrich Company (the
"Company"). In such capacity I, or attorneys under my supervision, have
represented the Company in connection with the filing with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), of a Registration Statement on Form S-3
relating to: (i) debt securities ("Debt Securities"), which will be unsecured,
unsubordinated indebtedness of the Company; (ii) shares of the Company's
preferred stock (collectively, "Preferred Stock") which may be convertible into
shares of common stock, $5 par value per share, of the Company ("Common Stock");
and (x) Common Stock. The Debt Securities, shares of Preferred Stock and shares
of Common Stock are collectively referred to herein as the "Offered Securities".
The Offered Securities will be sold or delivered from time to time as
set forth in the Registration Statement, any amendment thereto, the prospectus
contained therein and supplements to the Prospectus. The Debt Securities will be
issued under an Indenture dated as of May 1, 1991 (the "Indenture") between the
Company and Harris Trust and Savings Bank, as trustee. The Indenture is filed as
an exhibit to the Registration Statement.
In rendering the opinions set forth below, I or attorneys under my
supervision have examined originals, or copies certified or otherwise identified
to my satisfaction, of such documents, corporate records and other instruments
as I have deemed necessary or appropriate for the purposes of this opinion,
including without limitation, the Registration Statement and the Indenture.
Based upon and subject to the foregoing and after examination of such
matters of law as I have deemed applicable or relevant to this opinion, I am of
the opinion that:
1. Upon (i) the effectiveness of the Registration Statement,
(ii) the establishment of the terms of the Debt Securities in
conformity with the resolutions of the Company's Board of Directors
(the "Authorizing Resolutions") and (iii) the issuance, authentication
and delivery of the Debt Securities in accordance with the provisions
of the applicable Indenture against payment therefor, the Debt
Securities will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, moratorium, fraudulent transfer or
conveyance, reorganization, receivership and other similar laws now or
hereafter in effect relating to the rights of creditors generally, and
subject to general principles of equity (whether applied in a
proceeding at law or in equity) and an implied covenant of good faith
and fair dealing.
2. Upon (i) the effectiveness of the Registration Statement,
(ii) the designation of the express terms of the class and series of
Preferred Stock (the "Offered Preferred Stock") by the Company's Board
of Directors and thereafter upon proper filing with the Secretary of
State of the State of New York of an amendment to the Company's
Certificate of Incorporation setting forth the express terms of the
Offered Preferred Stock and (iii) the issuance and sale of the Offered
Preferred Stock as contemplated in the Registration Statement and in
accordance with its terms, the shares of Offered Preferred Stock will
be legally issued, fully paid and nonassessable.
3. Upon (i) the effectiveness of the Registration Statement,
(ii) approval by the Financial Policy Committee of the Company's Board
of Directors of the issuance and sale of the Common Stock and (iii) the
issuance and sale of the Common Stock as contemplated in the
Registration Statement and in accordance with its terms and, if
applicable, the terms of the Preferred Stock which are convertible into
such shares of Common Stock, the shares of Common Stock will be legally
issued, fully paid and nonassessable.
I am a member of the Bar of the State of Ohio and, accordingly, I
express no opinion as to the laws of any jurisdiction other than the laws of the
State of Ohio, the federal laws of the United States of America and the
applicable provisions of the New York Business Corporation Law. I hereby consent
to (i) the use and filing of this opinion as an exhibit to the Registration
Statement and to the reference to this opinion under the heading "Legal
Opinions" in any prospectus filed in connection with the Registration Statement
and (ii) the incorporation by reference of this opinion into a subsequent
registration statement filed by the Company pursuant to Rule 462(b) under the
Securities Act relating to the offering covered by the Registration Statement.
In giving such consent, I do not thereby admit that I come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933 or the General Rules and Regulations thereunder.
Very truly yours,
By: /s/ Terrence G. Linnert
------------------------
Terrence G. Linnert
Senior Vice President, General Counsel
and Secretary
EXHIBIT 12
----------
THE BF GOODRICH COMPANY
COMPUTATION OF EARNINGS TO FIXED CHARGES
(In millions, except for ratios)
<TABLE>
<CAPTION>
Nine Mths.
YEAR ENDED DECEMBER 31, September
<S> <C> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998 1999
COMPUTATION OF EARNINGS:
Income from continuing operations before
income taxes, trust preferred distributions
and cumulative effect of change in accounting method 165.2 215 290.7 343.7 594.2 222.8
Add (Deduct):
Fixed charges to add back 210.3 216.7 191.6 145.5 161.9 112.9
Amortization of interest previously capitalized 1.3 1.4 1.3 1.5 2.1 1.6
EARNINGS 376.8 433.1 483.6 490.7 758.2 337.3
===== ===== ===== ===== ===== =====
COMPUTATION OF FIXED CHARGES
Interest expense, net of capitalized interest 197.2 203.3 177.9 132.5 148.4 103.6
Distributions on trust preferred securities 5.1 10.5 10.5 16.1 13.8
Portion of rent expense representing interest 13.1 13.4 13.7 13.0 13.5 9.3
Capitalized interest 1.7 3.7 7.8 6.8 5.1 2.6
FIXED CHARGES 212.0 225.5 209.9 162.8 183.1 129.3
===== ===== ===== ====== ====== =====
RATIO OF EARNINGS TO FIXED CHARGES 1.78 1.92 2.30 3.01 4.14 2.61
===== ===== ===== ====== ====== =====
</TABLE>
EXHIBIT 23.A
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement 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 December 10,
1999, with respect to the consolidated financial statements of The B.F.Goodrich
Company for the year ended December 31, 1998 included in its Current Report
(Form 8-K), filed with the Securities Exchange Commission on December 17, 1999.
/s/ ERNST & YOUNG LLP
Charlotte, North Carolina
January 14, 2000
<PAGE>
EXHIBIT 23.B
------------
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement of
The BFGoodrich Company on Form S-3 of our report dated September 11, 1997, on
our audit of Rohr, Inc. for the year ended July 31, 1996, appearing in the
Annual Report on Form 10-K of The BFGoodrich Company for the year ended December
31, 1998, and of our report dated September 11, 1997, on our audit of Rohr, Inc.
for the year eneded July 31, 1996, appearing in the Current Report on Form 8-K
of The BFGoodrich Company filed with the Securities and Exchange Commission on
December 17, 1999, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
January 14, 2000
<PAGE>
EXHIBIT 23.C
------------
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated January
22, 1999, included in Coltec Industries Inc's Form 10-K for the year ended
December 31, 1998; and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina
January 14, 2000
Exhibit 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Laurence A. Chapman, Terrence
G. Linnert and Nicholas J. Calise, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation, in
his or her name and on his or her behalf, to do any and all acts and things and
to execute any and all instruments which they may deem necessary or advisable to
enable The B.F. Goodrich Company (the "Company") to comply with the Securities
Act of 1933 (the "Act") and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Act of Securities, including Common Stock, Preferred
Stock, Debt and Medium Term Notes, in an aggregate principal amount not to
exceed $500 million, including power and authority to sign his or her name in
any and all capacities (including his or her capacity as a Director and/or
Officer of the Company) to one or more registration statements on Form S-3, or
such other available form as may be approved by officers of the Company, and to
any and all amendments, including post-effective amendments, to such
registration statements, and to any and all instruments or documents filed as
part of or in connection with such registration statements or any amendments
thereto; and the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed these
presents this 19th day of July, 1999.
/s/ David L. Burner /s/Laurence A. Chapman
- -------------------------- -----------------------------
(David L. Burner) (Laurence A. Chapman)
Chairman of the Board, President and Senior Vice President and
Chief Executive Officer, and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
/s/ Diane C. Creel /s/ George A. Davidson, Jr.
- -------------------------- --------------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director
/s/ James J. Glasser /s/ Jodie K. Glore
- ------------------------- ---------------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director
/s/ John W. Guffey, Jr. /s/ William R. Holland
- -------------------------- -----------------------------------
(John W. Guffey, Jr.) (William R. Holland)
Director Director
/s/ Robert D. Koney, Jr. /s/ David I. Margolis
- --------------------------- ----------------------------------
(Robert D. Koney, Jr.) (David I. Margolis)
Vice President and Controller Director
(Principal Accounting Officer)
/s/ Douglas E. Olesen /s/ Richard de J. Osborne
- --------------------------- -----------------------------------
(Douglas E. Olesen) (Richard de J. Osborne)
Director Director
/s/ Alfred M. Rankin, Jr. /s/ Robert H. Rau
- --------------------------- ----------------------------------
(Alfred M. Rankin, Jr.) (Robert H. Rau)
Director Director
/s/ James R. Wilson /s/ A. Thomas Young
- -------------------------- -----------------------------------
(James R. Wilson) (A. Thomas Young)
Director Director
Exhibit 25
----------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street; Chicago, Illinois 60603
(Address of principal executive offices)
Daryl L. Pomykala; Harris Trust and Savings Bank;
311 West Monroe Street; Chicago, Illinois, 60606
312/461-7458
(Name, address and telephone number for agent for service)
The B.F. Goodrich Company
(Name of obligor)
New York
(State of Incorporation)
34-0252680
(I.R.S. Employer Identification Number)
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, NC 28217-3022
(704) 423-7000
(Address of principal executive offices)
Debt Securities
(Title of Indenture Securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in
effect which includes the authority of the trustee to commence
business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc.
which constitutes the articles of association of the Trustee as
now in effect and includes the authority of the Trustee to
commence business and to exercise corporate trust powers was filed
in connection with the Registration Statement of Louisville Gas
and Electric Company, File No. 2-44295, and is incorporated herein
by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of C-Cube Microsystems,
Inc.; File No. 33-97166, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
(included as Exhibit B on page 2 of this statement)
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 19th day of January, 2000.
HARRIS TRUST AND SAVINGS BANK
By: /S/ Daryl L. Pomykala
-----------------------------
Daryl L. Pomykala
Assistant Vice President
EXHIBIT A
The consents of the Trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /S/ Daryl L. Pomykala
-------------------------------
Daryl L. Pomykala
Assistant Vice President
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of September 30, 1999, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[OBJECT OMITTED] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on September 30, 1999, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin .............. $1,139,804
Interest bearing balances......................................... $223,943
Securities:.....................................................................
a. Held-to-maturity securities $0
b. Available-for-sale securities $5,773,313
Federal funds sold and securities purchased under agreements to resell $148,650
Loans and lease financing receivables:
Loans and leases, net of unearned income.......................... $9,752,500
LESS: Allowance for loan and lease losses........................ $111,660
-------------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b).............................................. $9,640,840
Assets held in trading accounts $193,520
Premises and fixed assets (including capitalized leases)........................ $271,847
Other real estate owned......................................................... $339
Investments in unconsolidated subsidiaries and associated companies............. $0
Customer's liability to this bank on acceptances outstanding.................... $44,067
Intangible assets............................................................... $245,968
Other assets.................................................................... $1,328,114
-------------
TOTAL ASSETS $19,010,405
=============
LIABILITIES
Deposits:
In domestic offices........................................................ $9,579,731
Non-interest bearing.............................................. $2,953,755
Interest bearing.................................................. $6,625,976
In foreign offices, Edge and Agreement subsidiaries, and IBF's............. $1,396,781
Non-interest bearing $21,682
Interest bearing.................................................. $1,375,099
Federal funds purchased and securities sold under agreements to repurchase in
domestic.offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased & securities sold under agreements to repurchase........ $3,951,113
Trading Liabilities 91,252
Other borrowed money:...........................................................
a. With remaining maturity of one year or less $1,978,203
b. With remaining maturity of more than one year $0
Bank's liability on acceptances executed and outstanding $44,067
Subordinated notes and debentures............................................... $225,000
Other liabilities............................................................... $481,642
-------------
$17,747,789
=============
TOTAL LIABILITIES
EQUITY CAPITAL
Common stock.................................................................... $100,000
Surplus......................................................................... $609,913
a. Undivided profits and capital reserves...................................... $657,705
b. Net unrealized holding gains (losses) on available-for-sale securities ($105,002)
-------------
TOTAL EQUITY CAPITAL $1,262,616
=============
Total liabilities, limited-life preferred stock, and equity $19,010,405
capital......................................................................... =============
</TABLE>
I, Christy Wipper, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
CHRISTY WIPPER
10/26/99
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
ALAN G. McNALLY,
EDWARD W. LYMAN,
LEO M. HENIKOFF
Directors.
