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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
GOODYEAR TIRE & RUBBER COMPANY
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
382550101
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(CUSIP Number)
May 28, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-(c)
[_] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes). (SC13G-07/98)
<PAGE>
CUSIP No. 382550101 13G Page 2 of 5 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 5. SOLE VOTING POWER
SHARES NONE
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 16,526,812
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING NONE
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 16,526,812
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,526,812
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[-]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
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12. TYPE OF REPORTING PERSON*
BD, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 382550101 13G Page 4 of 5 Pages
- --------------------------------------------------------------------------------
Item 1(a). Name of Issuer:
GOODYEAR TIRE & RUBBER COMPANY (the "COMPANY")
- --------------------------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
1144 EAST MARKET STREET
AKRON, OHIO 44316
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Item 2(a). Name of Person Filing:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
- --------------------------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPF&S")
WORLD FINANCIAL CENTER, NORTH TOWER
250 VESEY STREET
NEW YORK, NEW YORK 10281
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Item 2(c). Citizenship:
SEE ITEM 4 OF COVER PAGES
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Item 2(d). Title of Class of Securities:
SEE COVER PAGE
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Item 2(e). CUSIP Number:
SEE COVER PAGE
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [X] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [_]
<PAGE>
CUSIP No. 382550101 13G Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: SEE ITEM 9 OF THE COVER PAGES
Pursuant to section 340.13d-4, MLPF&S (the "Reporting Person")
disclaims beneficial ownership of the securities of the Company
referred to herein, and the filing of this Schedule 13G shall not
be construed as an admission that the Reporting person is, for
the Purposes of SEction 13 (d) or 13 (g) of the Act, the
beneficial owner of any securities of the Company covered by this
statement, other than certain securities of the Company held in
MLPF&S proprietary accounts.
(b) Percent of class: SEE ITEM 11 OF THE COVER PAGES
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
SEE ITEM 5 OF THE COVER PAGES
(ii) Shared power to vote or to direct the vote:
SEE ITEM 6 OF THE COVER PAGES
(iii) Sole power to dispose or to direct the disposition of:
SEE ITEM 7 OF THE COVER PAGES
(iv) Shared power to dispose or to direct the disposition of
SEE ITEM 8 OF THE COVER PAGES
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Item 5. Ownership of Five Percent or Less of a Class.
NOT APPLICABLE
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
MLPF&S is a sponsor of various UIT's which invest in equity
securities as defined in section 240.13d-1(d). While the UIT's
have the right to receive, or the power to direct the receipt of
dividends from or the proceeds from the sale of, the securities
reported herein, no single UIT's interest relates to more than 5%
of the class of securities reported herein.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
NOT APPLICABLE
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Item 8. Identification and Classification of Members of the Group.
NOT APPLICABLE
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Item 9. Notice of Dissolution of Group.
NOT APPLICABLE
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<PAGE>
CUSIP No. 382550101 13G Page 5 of 5 Pages
Item 10. Certifications.
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
----------------------------------------
June 10, 1999
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
/s/ Andrea Lowenthal
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(Andrea Lowenthal/Attorney-in-fact*)
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
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* Executed pursuant to a Power of Attorney, dated November 17, 1995 a copy of
which is hereto as Exhibit A.
<PAGE>
Exhibit A to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, (the "Corporation") a corporation duly organized
under the laws of Delaware, with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10281 does hereby make, constitute and appoint
Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory
T. Russo, or any other individual from time to time elected or
appointed as secretary or an assistant secretary of the
Corporation, acting severally, each of whose address is Merrill
Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281, as its true and lawful
attorneys-in-fact, for it and in its name, place and stead (i) to
execute on behalf of the Corporation and cause to be filed and/or
delivered, as required under Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder,
any number, as appropriate, of original, copies, or electronic
filings of the Securities and Exchange Commission Schedule 13D or
Schedule 13G Beneficial Ownership Reports (together with any
amendments and joint filing agreements under Rule 13d-1(f) (1) of
the Act, as may be required thereto) to be filed and/or delivered
with respect to any equity security (as defined in Rule 13d-1(d)
under the Act) beneficially owned by the undersigned and which
must be reported by the undersigned pursuant to Section 13(d) of
the Act and the regulations thereunder, (ii) and generally to
take such other actions and perform such other things necessary
to effectuate the foregoing as fully in all respects as if the
undersigned could do if personally present. This Power of
Attorney shall remain in effect until revoked, in writing, by the
undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney,
this 17th day of November 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
