SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BFGOODRICH CAPITAL
(Exact name of registrant as specified in its
certificate of trust)
Delaware 34-7031378
(State of incorporation or organization) (IRS Employer
Identification No.)
c/o The B.F.Goodrich Company
3925 Embassy Parkway, Akron,
Ohio 44333-1799
(Address of principal executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check the following effectiveness of a concurrent
box. ( ) registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. ( )
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
BFGoodrich Capital % New York Stock Exchange
Cumulative Quarterly
Income Preferred Securities,
Series A (and the Guarantee
with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of the Registrant's Securities
to be Registered
1.1 The ___% Cumulative Quarterly Income Preferred Securities,
Series A ("Preferred Securities") of BFGoodrich Capital
("Capital"), a Delaware statutory business trust created under
the laws of Delaware, registered hereby represent undivided
beneficial interests in the assets of Capital and are
guaranteed by The B.F.Goodrich Company ("BFG"), a New York
corporation, to the extent set forth in the form of Guarantee
by BFG and The Bank of New York, as Guarantee Trustee (the
"Guarantee"), which is incorporated herein by reference to
Exhibit 4.6 to the Registration Statement on Form S-3 (the
"Registration Statement") of BFG and Capital (File Nos. 33-
59953 and 33-59953-01), filed with the Securities and Exchange
Commission (the "Commission"). The particular terms of the
Preferred Securities and the Guarantee are described in the
Prospectus which forms a part of the Registration Statement.
The Prospectus and the form of Guarantee are incorporated by
reference herein as set forth in Item 2 below. Such Prospectus
as may hereafter be amended and filed as part of an amendment
to the Registration Statement or otherwise pursuant to Rule
424(b) is hereby incorporated by reference.
Item 2. Exhibits
Filed herewith:
Prospectus pertaining to the offer and sale of the Preferred
Securities, which forms a part of, and is incorporated by
reference to, the Registration Statement.
Certificate of Trust of BFGoodrich Capital (Incorporated by
reference to Exhibit 4.1 to the Registration Statement).
Form of Amended and Restated Trust Agreement between BFG, as
Depositor and The Bank of New York and The Bank of New York
(Delaware), as Trustees (Incorporated by reference to Exhibit
4.2 to the Registration Statement).
Form of Preferred Security (included in Exhibit 4.2 to the
Registration Statement and incorporated by reference to such
Exhibit in the Registration Statement).
Form of Guarantee between BFG, as Guarantor and The Bank of New
York, as Guarantee Trustee (Incorporated by reference to
Exhibit 4.6 to the Registration Statement).
Form of Indenture among BFG, Capital and The Bank of New York,
as Debenture Trustee (Incorporated by reference to Exhibit 4.3
to the Registration Statement).
Form of Junior Subordinated Debenture (included in Exhibit 4.3
to the Registration Statement and incorporated by reference to
such Exhibit in the Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
BFGOODRICH CAPITAL
The Bank of New York,
As Trustee
By /s/ Mary Jane Morrissey
-----------------------
Name: Mary Jane Morrissey
Title: Assistant Vice President
Date: June 22, 1995
THE B.F.GOODRICH COMPANY
By /s/ Nicholas J. Calise
----------------------
Name: N. J. Calise
Title: Vice President and Secretary
Date: June 22, 1995
