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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 16, 1997
ROHR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6101 95-1607455
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
850 Lagoon Drive, Chula Vista, CA 91910
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 691-4111
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Item 5. Other Events.
On December 16, 1997, Morgan Stanley & Co., Incorporated, the Company's
financial advisors in connection with its pending merger with The B.F. Goodrich
Company ("Goodrich"), provided an opinion to the Board of Directors of Rohr,
Inc. (the Company) that, as of December 4, 1997, the exchange ratio in the
merger, in which each share of common stock of the Company will be converted
into the right to receive 0.7 shares of Goodrich common stock, is fair from a
financial point of view to the holders of the Company's common stock. The
opinion is subject to the assumptions made, matters considered and limits on the
review undertaken, as set forth in the opinion. A copy of the opinion is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The updated fairness opinion was provided pursuant to an agreement in
principle for the settlement of certain lawsuits brought against the Company,
certain of its directors and officers, and Goodrich. The agreement in
principle, which does not otherwise affect any of the terms of the merger,
including the exchange ratio, remains subject to the approval of the California
state court.
A copy of a press release issued December 17, 1997 describing these matters
is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Opinion of Morgan Stanley & Co., Incorporated, dated December 4,
1997.
99.2 Press Release, dated December 17, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
December 18, 1997 Rohr, Inc.
/s/ R.W. MADSEN
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R.W. Madsen
Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit
No. Document
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99.1 Opinion of Morgan Stanley & Co., Incorporated, dated December 4,
1997
99.2 Press Release, dated December 17, 1997.
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[LETTERHEAD OF MORGAN STANLEY]
December 4, 1997
Board of Directors
Rohr, Inc.
850 Lagoon Drive
Chula Vista, CA 91910
Members of the Board:
We understand that Rohr, Inc. ("Rohr" or the "Company"), The BFGoodrich Company
("BFGoodrich" or the "Buyer") and Midwest Acquisition Corporation, a wholly
owned subsidiary of BFGoodrich ("Acquisition Sub") have entered into an
Agreement and Plan of Merger dated as of September 22, 1997 (the "Merger
Agreement"), which provides, among other things, for the merger (the "Merger")
of Acquisition Sub with and into Rohr. Pursuant to the Merger, the Company will
become a wholly-owned subsidiary of BFGoodrich and each outstanding share of
common stock, par value of $1 per share ("Rohr Common Stock"), of Rohr, other
than shares held in treasury or by the Buyer or any subsidiary of the Company or
the Buyer, shall be converted into the right to receive 0.7 of a share (the
"Exchange Ratio") of common stock, par value $5 per share, of BFGoodrich
("BFGoodrich Common Stock"). The terms and conditions of the Merger are more
fully set forth in the Merger Agreement.
You have asked for our opinion as to whether the Exchange Ratio pursuant to the
Merger Agreement is fair from a financial point of view to the holders of shares
of Rohr Common Stock.
For purposes of the opinion set forth herein, we have:
(i) reviewed certain publicly available financial statements and other
information of Rohr and BFGoodrich, respectively;
(ii) reviewed certain internal financial statements and other financial
and operating data concerning Rohr and BFGoodrich prepared by the
managements of Rohr and BFGoodrich, respectively;
(iii) analyzed certain financial projections prepared by the managements
of Rohr and BFGoodrich, respectively;
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[LETTERHEAD OF MORGAN STANLEY]
Board of Directors
December 4, 1997
Page 2
(iv) discussed the past and current operations and financial condition
and the prospects of Rohr with senior executives of Rohr;
(v) discussed the past and current operations and financial condition
and the prospects of BFGoodrich with senior executives of BFGoodrich
and analyzed the pro forma impact of the Merger on BFGoodrich's
earnings per share and other financial ratios;
(vi) reviewed the reported prices and trading activity for Rohr Common
Stock and BFGoodrich Common Stock;
(vii) compared the financial performance of Rohr and BFGoodrich and the
prices and trading activity of Rohr Common Stock and BFGoodrich
Common Stock with that of certain other comparable publicly-traded
companies and their securities;
(viii) reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;
(ix) discussed with senior executives of Rohr and BFGoodrich their
estimates of certain strategic, financial and operational benefits
expected to result from the Merger;
(x) participated in discussions and negotiations among representatives
of Rohr and BFGoodrich and their financial and legal advisors;
(xi) reviewed the Merger Agreement; and
(xii) performed such other analyses as we have deemed appropriate.
We have assumed and relied upon without independent verification the accuracy
and completeness of the information reviewed by us for the purposes of this
opinion. With respect to the financial projections, including estimates of the
strategic, financial and operational benefits expected to result from the
Merger, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the future
financial performance of Rohr and BFGoodrich. In addition, we have assumed that
the Merger will be treated as a "pooling-of-interests" business combination in
accordance with U.S. Generally Accepted Accounting Principles and will qualify
as a "reorganization" within the meaning of Section 368(a) of the Internal
Revenue Code of 1986. We have also assumed that the Merger will be consummated
in accordance with the terms set forth in the Merger Agreement. We have not made
any independent valuation or appraisal of the assets or liabilities of the
Company, nor have we been furnished with any such appraisals. Our opinion is
necessarily based on economic,
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[LETTERHEAD OF MORGAN STANLEY]
Board of Directors
December 4, 1997
Page 3
market and other conditions as in effect on, and the information made available
to us as of, the date hereof.
In arriving at our opinion, we were not authorized to solicit, and did not
solicit, interest from any party with respect to the acquisition of Rohr.
We have acted as financial advisor to the Board of Directors of the Company in
connection with this transaction and will receive a fee for our services. In the
past, Morgan Stanley & Co. Incorporated and its affiliates have provided
financial advisory and financing services for the Company, the Buyer and certain
of the Buyer's affiliates, and have received fees for the rendering of these
services.
It is understood that this letter is for the information of the Board of
Directors of Rohr and may not be used for any other purpose without our prior
written consent. In addition, this opinion does not in any manner address the
prices at which BFGoodrich will trade following the consummation of the merger
and we express no opinion and make no recommendation as to how the holders of
Rohr Common Stock should vote at the stockholders' meeting held in connection
with the Merger.
Based on and subject to the foregoing, we are of the opinion on the date hereof
that the Exchange Ratio pursuant to the Merger Agreement is fair from a
financial point of view to the holders of shares of Rohr Common Stock.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ GORDON E. DYAL
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Gordon E. Dyal
Managing Director
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ROHR NEWS RELEASE
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Contact: Bob Rau
(619)691-2057
Laurence Chapman
(619)691-3002
ROHR, INC., ANNOUNCES FAIRNESS OPINION OF FINANCIAL ADVISOR
Chula Vista, CA; December 17, 1997 -- Rohr, Inc. (NYSE:RHR) announced today
that Morgan Stanley & Co., Incorporated, Rohr's financial advisors in connection
with its pending merger with The BFGoodrich Company, has provided an opinion to
the Rohr Board of Directors that, as of December 4, 1997, the exchange ratio in
that merger, in which each Rohr common share will be converted into the right to
receive 0.7 shares of Goodrich common stock, is fair from a financial point of
view to the holders of Rohr common stock. The opinion is subject to the
assumptions made, matters considered and limits on the review undertaken, as set
forth in the opinion. Morgan Stanley's opinion is an update of, and
substantially identical to, its opinion provided as of September 19, 1997, in
connection with the approval of the merger by Rohr's Board of Directors. A copy
of the opinion is attached as an exhibit to a Form 8-K being filed by Rohr with
the Securities and Exchange Commission.
The merger is subject to certain conditions, including approval of the
merger by the Rohr shareholders and approval of the issuance of the Goodrich
stock by the Goodrich shareholders. Meetings of the shareholders of each company
are scheduled for December 22, 1997.
The updated fairness opinion was provided pursuant to an agreement in
principle for the settlement of certain lawsuits brought against Rohr, certain
of its directors and officers, and Goodrich. The agreement in principle, which
does not affect the exchange ratio in the merger, remains subject to the
approval of the California state court.
Rohr designs, integrates, manufactures, sells and supports aircraft engine
nacelle systems and components for large commercial aircraft. Rohr reported
total revenues of $944 million in fiscal 1997. Rohr, headquartered in Chula
Vista, Calif., has operations in the United States, Europe and Asia.
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910 [LOGO OF ROHR, INC.]
