<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1999
REGISTRATION NO. 333-67145
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE GOODYEAR TIRE & RUBBER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
OHIO
(STATE OF INCORPORATION)
34-0253240
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1144 EAST MARKET STREET
AKRON, OHIO 44316-0001
(330) 796-2121
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
------------------------
C. THOMAS HARVIE, ESQ., VICE PRESIDENT AND GENERAL COUNSEL
THE GOODYEAR TIRE & RUBBER COMPANY
1144 EAST MARKET STREET
AKRON, OHIO 44316-0001
(330) 796-2121
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
GERRY V. WITTKAMPER, ESQ.
THE GOODYEAR TIRE & RUBBER COMPANY
1144 EAST MARKET STREET
AKRON, OHIO 44316-0001
JOHN W. WHITE, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019-7475
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
------------------------
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, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
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: [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
Debt Securities.................. $1,250,000,000(1) 100% $1,250,000,000(2) $347,500.00(3)(4)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities aggregating $1,250,000,000. Any offering of Debt Securities
denominated in any foreign currencies or foreign currency units will be
treated as the equivalent in U.S. dollars based on the exchange rate
applicable to the purchase of such Debt Securities from the Registrant.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(a) under the Securities Act of 1933.
(3) Calculated on the basis of (i) $250,000,000 of Debt Securities registered
under this Registration Statement on November 12, 1998 at a proposed
aggregate offering price of $250,000,000 and a registration fee of
$69,500.00, which amount was paid on November 12, 1998 with the initial
filing of this Registration Statement, and (ii) an additional $1,000,000,000
of Debt Securities registered by Amendment No. 1 to this Registration
Statement and an additional registration fee of $278,000.00 paid with the
filing of Amendment No. 1 to the Registration Statement.
(4) Previously paid.
------------------------
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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
SUBJECT TO COMPLETION, DATED AUGUST 11, 1999
$1,250,000,000
THE GOODYEAR TIRE & RUBBER COMPANY
DEBT SECURITIES
------------------------
The Goodyear Tire & Rubber Company may offer and sell from time to time
debt securities consisting of debentures, notes and/or other unsecured evidences
of indebtedness in one or more series at an aggregate initial offering price not
to exceed $1,250,000,000. The debt securities may be offered in separate series
in amounts, at prices and on terms determined at the time of offering.
------------------------
WE WILL PROVIDE SPECIFIC TERMS OF EACH SERIES OF THE DEBT SECURITIES IN
SUPPLEMENTS TO THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY
ACCOMPANYING PROSPECTUS SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
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.
The date of this Prospectus is , 1999
<PAGE> 3
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
PERSON HAS BEEN AUTHORIZED BY US TO PROVIDE YOU WITH ANY OTHER INFORMATION. WE
ARE NOT MAKING AN OFFER OF ANY DEBT SECURITIES IN ANY STATE WHERE THE OFFER IS
UNLAWFUL. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY DATE AFTER THE DATE OF
THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that The Goodyear Tire
& Rubber Company ("Goodyear", or "we" or "us") filed with the Securities and
Exchange Commission using the "shelf" registration process. Under this process,
we may sell debt securities in one or more offerings up to a total amount of
$1,250,000,000. This prospectus provides you with a general description of the
debt securities we may offer. Each time we offer to sell debt securities, we
will provide a supplement to this prospectus that will contain specific
information about the terms of that offering. The supplement may also add
information and/or update and/or change the information contained in this
prospectus. You should read this prospectus and any accompanying prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information About Goodyear." To find more detail about
certain documents, you should read the exhibits filed with the registration
statement.
WHERE YOU CAN FIND MORE INFORMATION ABOUT GOODYEAR
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may call the SEC at 1-800-SEC-0330 (1-800-732-0330) for
information on the operation of the Public Reference Room. Our filings with the
SEC are also available to the public over the SEC's Internet web site at:
http://www.sec.gov.
This prospectus does not contain all of the information in or the exhibits
to the registration statement, which you may read at the SEC's Public Reference
Room or over its Internet web site.
The SEC allows us to "incorporate by reference" into this prospectus
information included in documents we file with it, which means we can disclose
important information to you by referring you to other documents we file with
the SEC. The information incorporated by reference is considered a part of this
prospectus. Information that we file with the SEC later will automatically
update and supercede the information in this prospectus.
We incorporate by reference into this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1998;
- Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999;
- Our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1999; and
- Any future filings made by us with the SEC (File No. 1-1927) under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until we have sold all of the debt securities offered by this
prospectus.
YOU MAY REQUEST A COPY OF THESE FILINGS, AT NO COST TO YOU, BY WRITING TO
US AT THE FOLLOWING ADDRESS OR CALLING US AT THE TELEPHONE NUMBER BELOW:
OFFICE OF THE SECRETARY
THE GOODYEAR TIRE & RUBBER COMPANY
1144 EAST MARKET STREET
AKRON, OHIO 44316-0001
TELEPHONE NUMBER: 330-796-2121
2
<PAGE> 4
THE COMPANY
Goodyear was organized as an Ohio corporation in 1898. Together with its
subsidiary companies, Goodyear is one of the world's leading producers of tires
and rubber products. Our principal business is developing, manufacturing,
distributing and selling new tires for most applications in most regions of the
world. We also manufacture and sell numerous rubber and other products for the
transportation industry and various industrial and consumer markets, manufacture
and sell rubber-related chemicals for various applications, provide automotive
repair and other services at retail and commercial outlets and sell various
other products.
We maintain our principal executive offices at 1144 East Market Street,
Akron, Ohio 44316-0001. Our telephone number is 330-796-2121.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, the net
proceeds we receive from the sale of the debt securities will be used for
general corporate purposes. General corporate purposes may include repaying
short-term bank borrowings and funding future acquisitions, capital expenditures
and working capital requirements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED DECEMBER 31,
JUNE 30, --------------------------------
1999 1998 1997 1996 1995 1994
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges..... 2.22 5.65 5.08 5.18 5.10 4.96
</TABLE>
For purposes of computing the above ratios: earnings consist of income from
continuing operations before income taxes, plus amortization of capitalized
interest, minority interest in net income of subsidiaries, certain other
adjustments, and fixed charges; and fixed charges include interest expense,
amortization of debt discount, premium or expense, the portion of rents
representative of an interest factor, capitalized interest and our share of
fixed charges of equity investees.
DESCRIPTION OF DEBT SECURITIES
THE FOLLOWING DESCRIPTION SETS FORTH CERTAIN GENERAL TERMS OF THE DEBT
SECURITIES. THE PARTICULAR TERMS OF THE SERIES OF DEBT SECURITIES OFFERED BY A
PROSPECTUS SUPPLEMENT WILL BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT RELATING TO
SUCH SERIES OF DEBT SECURITIES.
The debt securities will be issued under an Indenture, dated as of March 1,
1999 (the "Indenture"), between Goodyear and The Chase Manhattan Bank, as
trustee (the "Trustee"). The following summary of certain provisions of the
Indenture is not complete. Section references below are to sections of the
Indenture. Capitalized terms have the meanings assigned to them in the
Indenture. The referenced sections of the Indenture and the definitions of the
capitalized terms are incorporated by reference. A copy of the Indenture is
filed as an exhibit to the registration statement.
GENERAL
The Indenture provides for the issuance of our debt securities in an
unlimited amount from time to time in one or more separate series. The debt
securities will be unsecured and will have the same rank as all of our other
unsecured and unsubordinated indebtedness.
The prospectus supplement relating to any particular series of debt
securities offered will describe (to the extent applicable) the following terms
with respect to the offered debt securities:
- the title of the debt securities;
3
<PAGE> 5
- the aggregate principal amount of the debt securities;
- the price at which the debt securities will be issued;
- the dates on which the principal of the debt securities will be due and
payable;
- the rate or rates (which may be fixed or variable) and/or any method for
determining the rate or rates at which the debt securities will bear
interest, if any;
- the date or dates from which any interest will accrue;
- the date on which payment of interest, if any, will commence, the
interest payment dates, and the regular record dates for determining the
holder to whom such interest will be payable;
- the person to whom any interest will be payable, if other than the person
in whose name the debt security is registered at the close of business on
the regular record date for such interest payment;
- the place or places where payments on the debt securities will be
payable;
- any mandatory or optional sinking fund provisions applicable to the debt
securities;
- any mandatory or optional redemption provisions applicable to the debt
securities;
- if other than U.S. Dollars, the currency or currencies, including
composite currencies, in which payments on the debt securities will be
payable;
- any index used to determine the amount of payments of principal of (and
premium, if any) or interest on the debt securities;
- the portion of the principal amount of the debt securities, if other than
the principal amount thereof, payable upon acceleration of maturity
thereof;
- any right we have to defease the debt securities under the Indenture;
- whether such debt securities will be issued in fully registered form
without coupons or will be issued in the form of one or more global
securities in temporary global form or definitive global form;
- any addition to or change in the covenants or events of default set forth
below which will apply to the debt securities; and
- any other terms of the debt securities, which terms must be consistent
with the Indenture. (Section 3.01)
Debt securities may be issued as original issue discount debt securities.
An original issue discount debt security bears no interest or bears interest at
a below-market rate, is sold at a discount to its stated principal amount and,
ordinarily, provides that less than the stated principal amount will be payable
upon any acceleration of its maturity. (Section 1.01) The applicable prospectus
supplement will describe any special tax, accounting or other information
relating to original issue discount debt securities or relating to certain other
kinds of debt securities then being offered, such as debt securities linked to
an index, payable in currencies other than U.S. dollars, or subject to special
repayment or other provisions.
Unless otherwise specified in the prospectus supplement relating to any
particular series of the debt securities:
- principal of (and premium, if any) and interest, if any, on the debt
securities will be payable at the office of the Trustee maintained for
such purpose, except that we have the option to pay interest by mailing a
check to the address of the person entitled thereto as indicated by the
security register;
- transfers and exchanges of the debt securities may be made at the office
of the Trustee maintained for such purpose;
- payment of any interest due on any debt security will be made to the
person in whose name such debt security is registered at the close of
business on the regular record date for such interest;
4
<PAGE> 6
- the debt securities will be issued only in fully registered form without
coupons and in denominations of $1,000 or any integral multiples thereof;
and
- no service charge will be made for any transfer or exchange of the debt
securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with a transfer or
exchange. (Sections 3.01, 3.02, 3.05, 3.07 and 10.02)
COVENANTS
LIMITATION ON SECURED INDEBTEDNESS. The Indenture contains a covenant by
us that, so long as any debt securities are outstanding, neither we nor any
Restricted Subsidiary (as defined below) will issue, assume or guarantee any
Secured Indebtedness (as defined below) secured by a Lien (as defined below) on
Restricted Property (as defined below) without securing the debt securities
equally and ratably with, or prior to, such Secured Indebtedness. The foregoing
limitation on Secured Indebtedness does not apply to:
- any Lien on Restricted Property of a Restricted Subsidiary that exists
when the corporation becomes a Restricted Subsidiary;
- any Lien on Restricted Property that exists when Goodyear or a Restricted
Subsidiary acquires such Restricted Property;
- any Lien on Restricted Property securing payment of all or part of the
purchase price of such Restricted Property;
- any Lien on Restricted Property to secure any indebtedness incurred to
finance all or part of the purchase price of such Restricted Property,
whether incurred before, at the time of, or within one year after, the
acquisition of such Restricted Property;
- any Lien on property of a corporation that exists when such corporation
is merged into or consolidated with Goodyear or a Restricted Subsidiary;
- any Lien on property of a corporation that exists prior to the sale,
lease or other disposition of all or substantially all of the properties
of such corporation to Goodyear or a Restricted Subsidiary;
- any Lien securing Secured Indebtedness owing by any Restricted Subsidiary
to Goodyear or another Restricted Subsidiary;
- any Lien on Restricted Property in favor of any country, any political
subdivision of any country, or any department, agency or instrumentality
of any country or any political subdivision of any country, to secure
progress or other payments to us, or the performance of our obligations,
pursuant to any contract or statute or to secure any indebtedness
incurred to finance all or part of the cost of such Restricted Property,
including Liens to secure pollution control or industrial revenue bonds
or other types of financings;
- any Lien on personal property, other than manufacturing equipment that is
Restricted Property;
- any extension, renewal or replacement of any Secured Indebtedness or any
Lien referred to above, provided that the principal amount of Secured
Indebtedness secured by the Lien shall not exceed the principal amount
secured at the time of such extension, renewal or replacement and that
such extension, renewal or replacement Lien shall be limited to all or a
part of the Restricted Property which secured such Lien (plus
improvements on such Restricted Property); or
- any Lien on Restricted Property that would not otherwise be permitted, if
the aggregate amount of all Secured Indebtedness secured by Liens not
otherwise permitted, determined immediately after the grant of the Lien,
does not exceed 15% of our consolidated stated capital, plus capital
surplus, plus retained earnings as reported on our then most recent
annual or quarterly consolidated balance sheet. (Section 10.05.)
Lien, Restricted Property, Restricted Subsidiary and Secured Indebtedness
are defined in Section 1.01 of the Indenture. For your reference:
- "Lien" means any mortgage, lien, pledge, security interest or title
retention agreement relating to any asset.
5
<PAGE> 7
- "Restricted Property" means any manufacturing plant or equipment owned by
us or a Restricted Subsidiary which is used primarily to manufacture
tires or other automotive products and is located within the United
States of America, excluding (i) retread plants, (ii) plants, facilities
and equipment used primarily for transportation, marketing or
warehousing, (iii) oil and gas pipeline and related assets, and (iv)
certain other plants and equipment that are not important to our
business.
- "Restricted Subsidiary" means a subsidiary of ours engaged primarily in
manufacturing tires or other automotive products, which (i) has
substantially all of its assets located in, and conducts substantially
all of its operations in, the United States of America and (ii) has
assets in excess of 5% of the total consolidated assets of us and our
consolidated subsidiaries (as shown on our then most recent annual or
quarterly consolidated balance sheet), other than a subsidiary primarily
engaged in financing accounts receivable, leasing or owning real estate
or transportation or distribution activities.
- "Secured Indebtedness" means indebtedness of us or any Restricted
Subsidiary for money borrowed (including capital lease obligations and
conditional sales contracts) that matures (or may be extended so as to
mature) more than one year after it was incurred, assumed or guaranteed
and is secured by a Lien on Restricted Property, other than indebtedness
secured by a Lien which is outstanding at March 1, 1999.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. We also covenant that
neither we nor any Restricted Subsidiary will enter into any lease covering any
Restricted Property owned at March 1, 1999 that is sold to any other person in
connection with such lease unless we or such Restricted Subsidiary:
- would be entitled under the Indenture to incur Secured Indebtedness
secured by a Lien on the Restricted Property to be leased in an amount
equal to the Attributable Debt (as defined below) with respect to such
transaction without equally and ratably securing the debt securities; or
- use (within 120 days of the effective date of such transaction) an amount
equal to the proceeds from the sale of such Restricted Property to repay
any indebtedness of ours or such Restricted Subsidiary that matures (or
may be extended so as to mature) more than one year after it was incurred
or assumed.
This covenant does not prevent us or any Restricted Subsidiary from
entering into any sale and lease back transaction:
- involving a lease with a term of three years or less; or
- which is entered into within 180 days after the later of the acquisition,
the completion of construction, or the commencement of operation of such
Restricted Property. (Section 10.06)
"Attributable Debt" is the total net amount of rent required to be paid
during the term of the relevant lease, discounted at the rate per annum equal to
the lesser of (i) the prevailing market interest rate at the relevant date on
United States Treasury obligations having a maturity substantially equal to the
average term of the relevant lease, plus 3%, and (ii) the weighted average
interest rate borne by debt securities then outstanding.
CONSOLIDATION, MERGER AND SALE OF ASSETS. We also covenant that we will
not merge into or consolidate with, or sell all or substantially all of our
assets to, any Person, unless (a) the successor is a corporation organized under
the laws of the United States of America or any state thereof, and (b) the
successor corporation assumes all of our obligations under the debt securities
and the Indenture. (Section 8.01) Upon any such merger, consolidation or sale,
the successor corporation will succeed to, and be substituted for, us. (Section
8.02).
NO COVENANTS PROTECTING HOLDERS IN THE EVENT OF HIGHLY LEVERAGED
TRANSACTIONS. In the event of a recapitalization or highly leveraged
transaction involving Goodyear, the Indenture does not and, unless set forth in
the prospectus supplement relating to a particular series of debt securities,
will not:
- contain any covenant (other than those described above) designed to
protect holders of the debt securities;
- limit the total amount of indebtedness that we may incur;
- grant any right of redemption to holders of the debt securities; or
- provide for new covenants or any adjustments to terms and conditions of
the debt securities.
6
<PAGE> 8
NO REDEMPTION OR AMENDMENT UPON CHANGE IN CONTROL. The Indenture does not
and, unless set forth in the prospectus supplement relating to a particular
series of debt securities, will not require redemption, or any change in the
covenants or other adjustments to the terms and conditions, of the debt
securities in the event of any change in control of Goodyear.
EVENTS OF DEFAULT
An "Event of Default" under the Indenture (Section 5.01) with respect to
debt securities of any series is the occurrence of any one of the following
events:
- default for 30 days in payment of any interest on any debt security of
that series;
- default in payment of principal of (or premium, if any, on) any debt
security of that series when due;
- failure to deposit when due any sinking fund payment in respect the debt
securities of that series;
- our failure for 60 days after appropriate notice to perform any of the
other covenants in the Indenture (except covenants not applicable to debt
securities of that series);
- certain events of bankruptcy, insolvency or reorganization of Goodyear;
or
- any other Event of Default provided with respect to debt securities of
that series.
If any Event of Default with respect to debt securities of any series
occurs and is continuing, either the Trustee or the holders of not less than 25%
in principal amount of the debt securities of that series then outstanding may
declare the principal amount (or, if applicable, a specified portion of the
principal amount of any original issue discount debt securities) of all debt
securities of that series to be due and payable immediately. Subject to certain
conditions, the declaration may be annulled and past defaults (except uncured
payment defaults and certain other specified defaults) may be waived by the
holders of a majority in principal amount of the debt securities of that series
then outstanding. (Sections 5.02 and 5.13)
The prospectus supplement relating to each series of debt securities that
consists in whole or in part of original issue discount debt securities will
describe any particular provisions relating to acceleration of the maturity of
such original issue discount debt securities when an Event of Default occurs,
including the portion of the stated amount that would be due.
The Trustee is required to give the holders of any series of debt
securities notice of a default known to it (if uncured or not waived) within 90
days after the default occurs. Except in the case of a payment default, the
Trustee may withhold this notice if it determines in good faith that withholding
it is in the interest of the holders of such series. The above notice shall not
be given until at least 60 days after a default occurs in the performance of a
covenant in the Indenture other than a payment default. The term "default" for
this purpose means any event which is, or after notice and/or lapse of time
would become, an Event of Default with respect to debt securities of that
series. (Section 6.02)
Other than the duty to act with the required standard of care, the Trustee
is not obligated to exercise any of its rights or powers under the Indenture at
the request or direction of the holders of debt securities unless the holders
indemnify the Trustee. (Section 6.03)
If the Trustee is indemnified, the holders of a majority in principal
amount of debt securities of any series may direct the time, method and place of
conducting any proceeding for any available remedy or for exercising any trust
or other power conferred on the Trustee. However, the Trustee may decline to act
if such direction is contrary to law or the Indenture. (Section 5.12)
No holder of any debt security of any series may start a lawsuit under the
Indenture, unless:
- the holder has given to the Trustee written notice of a continuing Event
of Default with respect to debt securities of that series;
- the holders of at least 25% in principal amount of the debt securities of
that series then outstanding make a written request to the Trustee to
seek a remedy and offer a reasonable indemnity;
7
<PAGE> 9
- the Trustee fails to start a lawsuit within 60 days; and
- the Trustee does not receive from the holders of a majority in principal
amount of the debt securities of that series then outstanding a direction
inconsistent with such request during such 60-day period. (Section 5.07)
However, the holder of any debt security will have an absolute right to receive
payment of the principal of (and premium, if any) and any interest on such debt
security when due and to institute suit for the enforcement of any such payment.
(Section 5.08)
The Indenture requires us to file annually with the Trustee a certificate
stating that no default exists under certain provisions of the Indenture or
specifying any default that exists. (Section 10.08)
DEFEASANCE
The prospectus supplement will state if any defeasance provision will apply
to the offered debt securities.
DEFEASANCE AND COVENANT DEFEASANCE. The Indenture provides that, if made
applicable to any series of debt securities, we may elect to:
- defease and be discharged from all of our obligations (subject to certain
limited exceptions) with respect to any series of debt securities then
outstanding ("Defeasance"); and/or
- be released from our obligations under certain covenants and from the
consequences of an Event of Default resulting from the breach of those
covenants ("Covenant Defeasance").
To elect Defeasance and/or Covenant Defeasance, we must deposit in trust
with the Trustee money and/or U.S. Government Obligations which through the
payment of interest and principal in accordance with their terms will provide
money in an amount sufficient to repay in full when due the debt securities of
such series. As a condition to Defeasance or Covenant Defeasance, we must
deliver to the Trustee an opinion of counsel that holders of the debt securities
of such series will not recognize income, gain or loss for federal income tax
purposes as a result of the Defeasance or Covenant Defeasance and that the debt
securities, if then listed on a national securities exchange under the Exchange
Act, would not be delisted as a result of the defeasance. (Sections 13.02, 13.03
and 13.04) In the case of Defeasance, we may deliver to the Trustee a ruling of
the Internal Revenue Service in lieu of the opinion of counsel.
COVENANT DEFEASANCE AND CERTAIN EVENTS OF DEFAULT. If we implement
Covenant Defeasance for a series of the debt securities and such series is
declared due and payable because of the occurrence of one of certain Events of
Default, the amount of money and U.S. Government Obligations on deposit with the
Trustee will be sufficient to pay amounts due on the Debt Securities of such
series at the time of their stated maturity, but may not be sufficient to pay
amounts due at the time of the acceleration resulting from such Event of
Default. However, we remain liable for such payments.
MODIFICATIONS AND WAIVERS OF THE INDENTURE
Goodyear and the Trustee may modify (by adding, changing or eliminating any
provision of) the Indenture (as provided at Section 9.02) with the consent of
the holders of not less than a majority in principal amount of outstanding debt
securities of each series affected. However, without the consent of each
affected holder, no modification may:
- change the dates fixed in any debt security for the payment of the
principal of and interest on such debt security.
- reduce the principal amount of (or premium, if any) or any interest on
any debt security.
- reduce the rate of interest on any debt security.
- reduce the amount of principal of an original issue discount debt
security payable upon acceleration.
8
<PAGE> 10
- change the place or currency of payment of principal of (or premium, if
any) or interest on any debt security.
- impair the right to institute suit for the enforcement of any payment on
any debt security on or after such payment is due and payable.
- reduce the percentage in principal amount of debt securities of any
series required to consent a modification of, or waiver under, the
Indenture.
- effect certain other changes.
The holders of a majority in principal amount of debt securities of any
series then outstanding may waive our compliance with certain restrictive
provisions of the Indenture with respect to that series. (Section 10.09) The
holders of a majority in principal amount of debt securities of any series then
outstanding may waive any past default under the Indenture with respect to that
series, except a default in the payment of the principal of or interest (or
premium, if any) on any debt security of that series or a default under a
covenant which cannot be modified or amended without the consent of all affected
holders of debt securities. (Section 5.13)
PERMANENT GLOBAL DEBT SECURITIES -- BOOK-ENTRY SYSTEM
The following will apply to the debt securities of any series, unless
otherwise indicated in the prospectus supplement relating to that series.
The debt securities of each series will be represented by one or more
permanent global securities (collectively, a "global security") to be deposited
with and registered in the name of a depositary or a nominee of the depositary
identified in the prospectus supplement relating to such series. Unless
otherwise indicated in the prospectus supplement relating to that series of debt
securities, The Depositary Trust Company will act as depositary and the global
security will be deposited with DTC, as depositary, or its nominee and
registered in the name of a nominee of DTC. Except under the limited
circumstances described below, global securities are not exchangeable for
definitive certificated debt securities.
Ownership of beneficial interests in a global security is limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. Ownership of beneficial
interests by participants in a global security will be evidenced only by, and
the transfer of that ownership interest will be effected only through, records
maintained by DTC or its nominee for that global security. Ownership of
beneficial interests in a global security by a person that holds through a
participant will be evidenced only by, and the transfer of that beneficial
interest within that participant will be effected only through, records
maintained by that participant. DTC has no knowledge of the actual beneficial
owners of the debt securities. Beneficial owners will not receive written
confirmation from DTC of their purchase. Beneficial owners are expected to
receive written confirmations of the details of transactions and periodic
statements of their holdings from the participants through which the beneficial
owners entered into the transactions. The laws of certain jurisdictions require
that certain owners of securities obtain possession of such securities in
definitive form. Such laws may impair the ability to transfer beneficial
interests in a global security.
We have been advised by DTC that upon the issuance of a global security and
the deposit of that global security with DTC, DTC will immediately credit, on
its book-entry registration and transfer system, the respective principal
amounts of the debt securities represented by that global security to the
accounts of its participants.
So long as DTC, or its nominee, is the registered holder and owner of a
global security, it will be considered the sole owner and holder of the debt
securities for all purposes of such debt securities and under the Indenture.
Except as set forth below, owners of beneficial interests in a global security
will not be entitled to have debt securities represented by such global security
registered in their names, will not receive or be entitled to receive physical
delivery of debt securities in definitive form and will not be considered to be
the owners or holders of any debt securities under the Indenture or such global
security. Accordingly, each person owning a beneficial interest in a global
security must rely on the procedures of the DTC and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder of debt securities under the
Indenture or the global security. The Indenture permits the Depositary to
authorize
9
<PAGE> 11
participants, as its agents, to take any action which the Depositary, as the
holder of a global security, is entitled to take under the Indenture or such
global security.
Payment of principal of and premium, if any, and interest, if any, on debt
securities represented by a global security will be made to DTC or its nominee,
as the case may be, as the registered owner and holder of the global security
representing those debt securities.
We have been advised by DTC that upon receipt of any payment of principal
of, or premium, if any, or interest on, a global security, DTC will immediately
credit participants' accounts on its book-entry registration and transfer system
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of that global security as shown on the records of DTC.
Payments by participants to owners of beneficial interests in a global security
held through those participants will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the sole
responsibility of such participants, subject to any statutory or regulatory
requirements that may be in effect from time to time.
Neither we nor the Trustee will be responsible for any aspect of the
records of DTC, any nominee or any participant relating to, or payments made on
account of, beneficial ownership interests in a global security for any debt
securities or for maintaining, supervising or reviewing any records of DTC, any
nominee or any participant relating to such beneficial ownership interests.
Further, neither we nor the Trustee will be responsible for any other aspect of
the relationship between the DTC and its participants or the relationship
between such participants and the owners of beneficial interests in such global
security owning through such participants.
A global security is exchangeable for definitive debt securities registered
in the name of, and a transfer of a global security may be registered to, any
person other than DTC or its nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
depositary for that global security or at any time DTC ceases to be a
clearing agency registered under the Exchange Act;
(b) we at any time determine in our discretion that all or a portion
of the global security shall be exchangeable for definitive debt securities
in registered form; or
(c) an Event of Default with respect to the debt securities shall have
occurred and be continuing.
Any global security that is exchangeable pursuant to the preceding sentence
will be exchangeable in whole for definitive debt securities in registered form,
of like tenor and of an equal aggregate principal amount as the global security,
in denominations specified in the applicable prospectus supplement (if other
than $1,000 and integral multiples of $1,000). The definitive debt securities
will be registered by the registrar in the name or names instructed by DTC. We
expect that these instructions may be based upon directions received by DTC from
its participants with respect to ownership of beneficial interests in the global
security. Any principal and interest will be payable, the transfer of the
definitive debt securities will be registerable, and the definitive debt
securities will be exchangeable at the corporate trust office of the Trustee in
the Borough of Manhattan, The City of New York, provided that payment of
interest may be made at our option by check mailed to the address of the person
entitled to that interest payment as of the record date and as shown on the
register for the debt securities.
Except as provided above, owners of the beneficial interests in a global
security will not be entitled to receive physical delivery of debt securities in
definitive form and will not be considered the holders of debt securities for
any purpose under the Indenture. No global security shall be exchangeable except
for another global security of like denomination and tenor to be registered in
the name of DTC or its nominee. Accordingly, each person owning a beneficial
interest in a global security must rely on the procedures of DTC and, if that
person is not a participant, on the procedures of the participant through which
that person owns its interest, to exercise any rights of a holder under the
global security or the Indenture.
We understand that, under existing industry practices, if we request any
action of holders, or an owner of a beneficial interest in a global security
desires to take any action that a holder is entitled to take under the debt
securities or the Indenture, then DTC would authorize the participants holding
the relevant beneficial interests to take that action and those participants
would authorize beneficial owners owning through those participants to take that
action or would otherwise act upon the instructions of beneficial owners owning
through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the
10
<PAGE> 12
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Exchange Act. DTC was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in those securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly. The rules applicable to DTC and its participants
are on file with the Commission.
DTC has informed its participants and others that it is implementing a
program so that its processing data systems, as they relate to the timely
payment of distributions to securityholders, book-entry deliveries, and
settlement of trades within DTC, will function properly on and after January 1,
2000. DTC has indicated that it has completed a technical assessment and
remediation plan and expects to complete testing within appropriate time frames.
DTC's ability to perform its services is also dependent upon other parties,
including issuers and their agents, vendors of software and hardware, and
information, telecommunication and electrical utility service vendors. DTC has
informed its participants and others that it is contacting its vendors to
determine the extent of their efforts for Year 2000 remediation and testing of
their services and is developing such contingency plans as it deems appropriate.
According to DTC, the foregoing information is not intended as a representation,
warranty, or contract modification of any kind.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement by the purchasers of the debt securities will be made in
immediately available funds. All payments of principal and interest by us to DTC
will be made in immediately available funds.
The debt securities will trade in DTC's Same-Day Funds Settlement System
until maturity. DTC will require secondary trading activity in the debt
securities to be settled in immediately available funds. The settlement of
trades in immediately available funds may affect trading activity in the debt
securities, since secondary trading in long-term notes and debentures of
corporate issuers is generally settled in clearing-house or next-day funds.
INFORMATION CONCERNING THE TRUSTEE
The Chase Manhattan Bank is the Trustee under the Indenture. The Chase
Manhattan Bank is also the Trustee under an indenture, dated as of March 15,
1996, between Goodyear and The Chase Manhattan Bank, as Trustee, which contains
substantially the same covenants and events of default as those set forth in the
Indenture. Under the indenture dated March 15, 1996, Goodyear issued $250
million principal amount of its 6 5/8% Notes due 2006, $150 million principal
amount of its 7% Notes due 2028 and $100 million principal amount of its 6 3/8%
Notes due 2008. We maintain various banking relationships with the Trustee. The
Bank is the agent and a lender under our Revolving Credit Facility Agreement, as
amended by a Second Replacement and Restatement Agreement, dated as of July 13,
1998. The Chase Manhattan Bank and 23 other domestic and international banks
have agreed to lend us up to $700 million at any one time outstanding from time
to time through July 13, 2003 under the Revolving Credit Facility Agreement. The
Chase Manhattan Bank is also the agent and the lender under our Credit
Agreement, dated as of July 12, 1999. Under the Credit Agreement, The Chase
Manhattan Bank agreed to lend us up to $300 million at any one time outstanding
from time to time through the earlier of (a) December 1, 1999 and (b) the date
we obtain new credit facilities whereby we may borrow at least $1.3 billion at
any one time outstanding. The Chase Manhattan Bank is from time to time the
counterparty to certain interest rate exchange transactions and performs various
other banking services for us in the ordinary course of business. The Chase
Manhattan Bank has received and will receive fees and other compensation in
connection with the aforesaid credit agreements and for other transactions and
services.
11
<PAGE> 13
GOVERNING LAW
The Indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
PLAN OF DISTRIBUTION
We may offer and sell debt securities from time to time in and/or outside
the United States:
- through underwriters or dealers;
- directly to one or more purchasers;
- through agents; or
- through a combination of such methods.
The applicable prospectus supplement with respect to any particular series
of debt securities offered will set forth:
- the terms of the offering of that series of debt securities.
- the name of each underwriter, dealer or agent, if any.
- the initial public offering price of that series of debt securities.
- the proceeds to us from such sale.
- any delayed delivery arrangement.
- any underwriting discounts and other items constituting underwriters'
compensation.
- any discounts or concessions allowed or re-allowed or paid to dealers.
Any initial public offering price and any discount or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time 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 debt
securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. We will execute an underwriting agreement with
those underwriters which will provide, among other things, that the obligations
of the underwriters will be subject to certain conditions and that the
underwriters must purchase all debt securities then being offered if any are
purchased.
If dealers are used in the sale of debt securities, we will sell the debt
securities to the dealers as principals. The dealers may then resell the debt
securities to the public at varying prices to be determined by the dealers at
the time of resale.
The debt securities may be sold through agents we designate from time to
time. Any agent involved in the offer or sale of the debt securities will be
named, and any commissions payable by us to such agent will be set forth, in the
prospectus supplement relating thereto. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
We may sell the debt securities directly to institutional investors or
others, who may be deemed to be underwriters within the meaning of the
Securities Act of 1933, as amended, with respect to any resale thereof. The
terms of any such sales, including the terms of any bidding or auction process,
will be described in the prospectus supplement relating thereto.
Underwriters, dealers and agents may be entitled under agreements entered
into with us to indemnification by us against certain liabilities, including
liabilities under the Securities Act. Underwriters, dealers and agents and their
affiliates may have in the past engaged, and may in the future engage, in
transactions with, or perform services for, us and our affiliates in the
ordinary course of business and receive compensation for such transactions and
services.
12
<PAGE> 14
Each series of debt securities will be a new issue of securities with no
established trading market. Unless otherwise specified in a prospectus
supplement, the debt securities will not be listed on any securities exchange.
No assurance can be given as to the existence or liquidity of a trading market
for any series of debt securities.
In connection with an offering, certain persons participating in such
offering may engage in transactions that stabilize, maintain or otherwise affect
the price of the debt securities. Specifically, such persons may overallot such
offering, creating a syndicate short position. Such persons may bid for, and
purchase, the debt securities in the open market to cover syndicate shorts or to
stabilize the price of the debt securities. Such person may reclaim selling
concessions allowed for distributing the debt securities in an offering, if such
persons repurchase previously distributed debt securities in syndicate covering
transactions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the debt securities
above independent market levels. Such activities, if commenced, may be
discontinued at any time.
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in an accompanying prospectus supplement
relating to any particular series of the debt securities offered, the validity
of the debt securities will be passed upon for us by C. Thomas Harvie, Esq., a
Senior Vice President and the General Counsel of Goodyear, and for any
underwriters or agents by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York 10019.
EXPERTS
The consolidated financial statements of Goodyear incorporated in this
Prospectus by reference to Goodyear's Annual Report on Form 10-K for the year
ended December 31, 1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
13
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following list sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
issuance and distribution of the debt securities being registered by this
Registration Statement. All amounts are estimated except the Commission
registration fee.
<TABLE>
<S> <C>
Commission Registration Fee................................. $ 347,500.00
Printing and Engraving Costs................................ $ 100,000.00*
Accounting Fees and Expenses................................ $ 150,000.00*
Trustee Fees and Expenses................................... $ 20,000.00*
Legal Fees and Expenses..................................... $ 20,000.00*
Rating Agencies' Fees....................................... $ 878,000.00*
Blue Sky Fees and Expenses.................................. $ 10,000.00*
Miscellaneous............................................... $ 50,000.00*
-------------
Total............................................. $1,575,500.00*
=============
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Code of Regulations of Registrant concerns indemnification
of the Registrant's directors and officers and provides as follows:
INDEMNIFICATION
"The Company shall indemnify each person who is or was a director, officer
or employee of the Company, or of any other corporation which he served as such
at the request of the Company, against any and all liability and reasonable
expense that may be incurred by him in connection with or resulting from any
claim, action, suit or proceeding (whether brought by or in the right of the
Company or such other corporation or otherwise), civil or criminal, or in
connection with an appeal relating thereto, in which he may become involved, as
a party or otherwise, by reason of his being or having been a director, officer,
or employee of the Company or of such other corporation, or by reason of any
past or future action taken or not taken in his capacity as such director,
officer, or employee, whether or not he continues to be such at the time such
liability or expense is incurred, provided such person acted, in good faith, in
what he reasonably believed to be the best interests of the Company or such
other corporation, as the case may be, and, in addition, in any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
As used in this Article, the terms "liability" and "expense" shall include, but
shall not be limited to, counsel fees and disbursements and amounts of
judgments, fines, or penalties against, and amounts paid in settlement by, a
director, officer, or employee, other than amounts paid to the Company itself or
to such other corporation served at the Company's request. The termination of
any claim, action, suit, or proceeding, civil or criminal, by judgment,
settlement (whether with or without court approval) or conviction or upon a plea
of guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director, officer, or employee did not meet the standards of
conduct set forth in the first sentence of this Article. Any such director,
officer, or employee referred to in this Article who has been wholly successful,
on the merits or otherwise, with respect to any claim, action, suit or
proceeding of the character described herein shall be entitled to
indemnification as of right. Except as provided in the preceding sentence, any
indemnification hereunder shall be made at the discretion of the Company, but
only if (1) the Board, acting by a quorum consisting of directors who are not
parties to (or who have been wholly successful with respect to) such claim,
action, suit, or proceeding, shall find that the director, officer, or employee
has met the standards of conduct set forth in the first sentence of this
Article, or (2) independent legal counsel (who may be the regular counsel of the
Company) shall
II-1
<PAGE> 16
deliver to it their written advice that, in their opinion, such director,
officer, or employee has met such standards. Expense incurred with respect to
any such claim action, suit, or proceeding may be advanced by the Company prior
to the final disposition thereof upon receipt of an undertaking by or on behalf
of the recipient to repay such amount unless it shall ultimately be determined
that he is entitled to indemnification under this Article. The rights of
indemnification provided in this Article shall be in addition to any rights to
which any person concerned may otherwise be entitled by contract or as a matter
of law, and shall inure to the benefit of their heirs, executors, and
administrators of any such person."
Indemnification also may be made available by Registrant to its directors,
officers, employees and agents, and may be available as a matter of right, under
Section 1701.13(E) of the Ohio Revised Code. Section 1701.13(E) of the Ohio
Revised Code provides as follows:
"(E)(1) A corporation may indemnify or agree to indemnify
any person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including
attorney's fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending, or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in which
such action or suit was brought determines, upon application,
that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court
of common pleas or such other court shall deem proper;
(b) Any action or suit which the only liability asserted
against a director is pursuant to Section 1701.95 of the Revised
Code.
(3) To the extent that a director, trustee, officer,
employee, member, manager, or agent has been successful on the
merits or otherwise in defense of any action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section, or in defense of any claim, issue, or matter
II-2
<PAGE> 17
therein, he shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of
this section, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case, upon a
determination that indemnification of the director, trustee,
officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in division (E)(1) or (2) of this section.
Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors
of the indemnifying corporation who were not and are not parties
to or threatened with the action, suit, or proceeding referred
to in division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained by
or who has performed services for the corporation or any person
to be indemnified within the past five years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or
(2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under
division (E)(4)(b) of this section shall be promptly
communicated to the person who threatened or brought the action
or suit by or in the right of the corporation under division
(E)(2) of this section, and, within ten days after receipt of
such notification, such person shall have the right to petition
the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission
that is the subject of an action, suit, or proceeding referred
to in division (E)(1) or (2) of this section, the articles or
the regulations of a corporation state, by specific reference to
this division, that the provisions of this division do not apply
to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to
in division (E)(1) or (2) of this section is pursuant to section
1701.95 of the Revised Code, expenses, including attorney's
fees, incurred by a director in defending this action, suit, or
proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action,
suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the
corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent
in defending any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, may be paid by the
corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding, as authorized by
the directors in the specific case, upon receipt of an
undertaking by or on behalf of the director,
II-3
<PAGE> 18
trustee, officer, employee, member, manager, or agent to repay
such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall
not be the exclusive of, and shall be in addition to, any other
rights granted to those seeking indemnification under the
articles, the regulations, any agreement, a vote of shareholders
or disinterested directors, or otherwise, both as to action in
their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as
to a person who ceased to be a director, trustee, officer,
employee, member, manager, or agent and shall inure to the
benefit of their heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust
funds, letters of credit, or self-insurance, on behalf of or for
any person who is or was a director, officer, employee, or agent
of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liability under this section. Insurance may be
purchased from or maintained with a person in which the
corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not
limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be
provided pursuant to divisions (E)(5), (6), and (7) of this
section. Divisions (E)(1) and (2) of this section do not create
any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger
and the new or surviving corporation, so that any person who is
or was a director, officer, employee, trustee, member, manager,
or agent of such a constituent entity, or is or was serving at
the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture,
trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity."
Registrant maintains and pays the premiums on contracts insuring Registrant
(with certain exclusions) against any liability to directors and officers it may
incur under the above provisions for indemnification and insuring each director
and officer of Registrant (with certain exclusions) against liability and
expense, including legal fees, which he or she may incur by reason of his or her
relationship to Registrant, even if Registrant does not have the obligation or
right to indemnify such director or officer against such liability or expense.
Reference is made to Section 7 of the form of Underwriting Agreement, filed
as Exhibit 1.1 to this Registration Statement, for the Registrant's and the
Underwriters' respective agreements to indemnify each other against certain
civil liabilities, including liabilities under the Securities Act, and to
provide contribution in circumstances where indemnification is available.
II-4
<PAGE> 19
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
- ------- ------- -----------
<C> <S> <C>
1 1.1 Form of Underwriting Agreement.*
4 4.1(A) Certificate of Amended Articles of Incorporation of
Registrant, dated December 20, 1954, Certificate of
Amendment to Amended Articles of Incorporation of
Registrant, dated April 6, 1993, and Certificate of
Amendment to Amended Articles of Incorporation of Registrant
dated June 4, 1996 (three documents comprising Registrant's
Articles of Incorporation as amended to date).*
4.1(B) Code of Regulations, adopted November 22, 1955, and amended
April 5, 1965, April 7, 1980, April 6, 1981 and April 13,
1987.*
4.2 Conformed copy of Indenture, dated as of March 1, 1999,
between Registrant and The Chase Manhattan Bank, as
Trustee.*
5 5.1 Opinion of C. Thomas Harvie, Esq., Vice President and
General Counsel of Registrant, as to the validity of the
Debt Securities being offered.*
12 12.1 Computation of Ratios of Earnings to Fixed Charges.**
23 23.1 The consent of PricewaterhouseCoopers LLP, independent
accountants, to the incorporation by reference in this
Registration Statement on Form S-3 of their report dated
February 3, 1999, appearing at page 43 of Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998.**
23.2 The consent of C. Thomas Harvie, Esq., Vice President and
General Counsel of Registrant, is included in his opinion
filed as Exhibit 5.1 to this Registration Statement.
24 24.1 Power of Attorney, dated February 2, 1999, authorizing
Robert W. Tieken, C. Thomas Harvie, Stephanie W. Bergeron,
James Boyazis, and John W. Richardson, or any one of them,
to sign this Registration Statement on behalf of the
Registrant and certain of the directors and officers of
Registrant.*
25 25.1 Statement of Eligibility, dated March 19, 1999, of The Chase
Manhattan Bank on Form T-1 relating to the Indenture, dated
as of March 1, 1999, between Registrant and The Chase
Manhattan Bank.*
</TABLE>
- ---------------
* Previously Filed.
** Filed with this Amendment No. 3.
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of Prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table set forth in the effective registration
statement; and
(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, including (but not limited to) any addition or deletion of a
managing underwriter;
II-5
<PAGE> 20
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 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 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.
B. The undersigned Registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. 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 foregoing provisions, 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.
D. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as a
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-6
<PAGE> 21
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 this Amendment on Form S-3 and has duly caused this
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on
the 11th day of August, 1999.
THE GOODYEAR TIRE & RUBBER COMPANY
By: /s/ JOHN W. RICHARDSON
------------------------------------
John W. Richardson,
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Samir G. Gibara........................ Chairman of the Board,
Chief Executive
Officer and President
and a Director
(Principal Executive
Officer)
Robert W. Tieken....................... Executive Vice By: /s/ JOHN W. RICHARDSON
President (Principal
Financial Officer) -----------------------------------------
John W. Richardson
John G. Breen.......................... Director Signing individually as a Vice President
William E. Butler...................... Director (Principal Accounting Officer) of
Thomas H. Cruikshank................... Director Registrant and as Attorney-in-Fact for
Katherine G. Farley.................... Director the directors and officers whose names
William J. Hudson, Jr.................. Director appear opposite
Steven A. Minter....................... Director
Agnar A. Pytte......................... Director Dated: August 11, 1999
George H. Schofield.................... Director
William C. Turner...................... Director
Martin D. Walker....................... Director
</TABLE>
II-7
<PAGE> 22
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
ITEM NUMBER DESCRIPTION
- ------- ------- -----------
<C> <C> <S>
1 1.1 Form of Underwriting Agreement.*
4 4.1(A) Certificate of Amended Articles of Incorporation of
Registrant, dated December 20, 1954, Certificate of
Amendment to Amended Articles of Incorporation of
Registrant, dated April 6, 1993, and Certificate of
Amendment to Amended Articles of Incorporation of Registrant
dated June 4, 1996 (three documents comprising Registrant's
Articles of Incorporation as amended to date).*
4.1(B) Code of Regulations, adopted November 22, 1955, and amended
April 5, 1965, April 7, 1980, April 6, 1981 and April 13,
1987.*
4.2 Conformed copy of Indenture, dated as of March 1, 1999,
between Registrant and The Chase Manhattan Bank, as
Trustee.*
5 5.1 Opinion of C. Thomas Harvie, Esq., Vice President and
General Counsel of Registrant, as to the validity of the
Debt Securities being offered.*
12 12.1 Computation of Ratios of Earnings to Fixed Charges.**
23 23.1 The consent of PricewaterhouseCoopers LLP, independent
accountants, to the incorporation by reference in this
Registration Statement on Form S-3 of their report dated
February 3, 1999, appearing at page 43 of Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998.**
23.2 The consent of C. Thomas Harvie, Esq., Vice President and
General Counsel of Registrant, is included in his opinion
filed as Exhibit 5.1 to this Registration Statement.
24 24.1 Power of Attorney, dated February 2, 1999, authorizing
Robert W. Tieken, C. Thomas Harvie, Stephanie W. Bergeron,
James Boyazis and John W. Richardson or any one of them, to
sign this Registration Statement on behalf of the Registrant
and certain of the directors and officers of Registrant.*
25 25.1 Statement of Eligibility, dated March 19, 1999, of The Chase
Manhattan Bank on Form T-1 relating to the Indenture, dated
as of March 1, 1999, between Registrant and The Chase
Manhattan Bank.*
</TABLE>
- ---------------
* Previously Filed.
** Filed with this Amendment No. 3.
<PAGE> 1
EXHIBIT 12.1
THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, --------------------------------------------------
1999 1998 1997 1996 1995 1994
(DOLLARS IN MILLIONS) ------------ -------- ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES.......................... $129.7 $1,002.7 $743.3 $ 811.5 $ 869.8 $ 855.9
Add:
Amortization of previously capitalized
interest.............................. 5.8 10.7 11.0 11.6 11.7 10.2
Minority interest in net income of
consolidated subsidiaries with fixed
charges............................... 10.3 33.6 45.1 45.9 30.1 16.9
Proportionate share of fixed charges of
investees accounted for by the equity
method................................ 2.6 4.8 6.5 5.1 5.3 2.5
Proportionate share of net loss of
investees accounted for by the equity
method................................ -- 0.2 0.1 2.7 0.5 0.2
------ -------- ------ -------- -------- --------
Total additions................ $ 18.7 $ 49.3 $ 62.7 $ 65.3 $ 47.6 $ 29.8
Deduct:
Capitalized interest.................... $ 4.9 $ 6.6 $ 6.2 $ 5.4 $ 5.1 $ 5.7
Minority interest in net loss of
consolidated subsidiaries............. 1.3 2.9 3.6 4.4 3.3 0.3
Undistributed proportionate share of net
income of investees accounted for by
the equity method..................... -- -- -- -- 0.2 7.2
------ -------- ------ -------- -------- --------
Total deductions............... $ 6.2 $ 9.5 $ 9.8 $ 9.8 $ 8.6 $ 13.2
TOTAL EARNINGS.......................... $142.2 $1,042.5 $796.2 $ 867.0 $ 908.8 $ 872.5
====== ======== ====== ======== ======== ========
FIXED CHARGES
Interest expense........................ $ 77.3 $ 147.8 $119.5 $ 128.6 $ 135.0 $ 129.4
Capitalized interest.................... 4.9 6.6 6.2 5.4 5.1 5.7
Amortization of debt discount, premium
or expense............................ 2.8 7.1 0.1 0.3 0.4 0.7
Interest portion of rental expense...... 28.8 57.7 63.0 68.2 75.8 81.9
Proportionate share of fixed charges of
investees accounted
for by the equity method.............. 2.6 4.8 6.5 5.1 5.3 2.5
------ -------- ------ -------- -------- --------
TOTAL FIXED CHARGES..................... $116.4 $ 224.0 $195.3 $ 207.6 $ 221.6 $ 220.2
====== ======== ====== ======== ======== ========
TOTAL EARNINGS BEFORE FIXED CHARGES..... $258.6 $1,266.5 $991.5 $1,074.6 $1,130.4 $1,092.7
====== ======== ====== ======== ======== ========
RATIO OF EARNINGS TO FIXED CHARGES...... 2.22 5.65 5.08 5.18 5.10 4.96
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 3, 1999, relating to the
financial statements and financial statement schedules, which appears in The
Goodyear Tire & Rubber Company's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cleveland, Ohio
August 11, 1999
