-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6a9Ado14WohtdHibZkhe2gjtR1KQ2hjKd+bifEryj2n6x0FXhJHLUnfof0JKoIn nVq6O2aMleHD7q6psuoYVg== 0000042542-99-000019.txt : 19990421 0000042542-99-000019.hdr.sgml : 19990421 ACCESSION NUMBER: 0000042542-99-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990415 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-40291 FILM NUMBER: 99597604 BUSINESS ADDRESS: STREET 1: 4020 KINROSS LAKES PKWY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 BUSINESS PHONE: 3306597600 MAIL ADDRESS: STREET 1: 4020 KINROSS LAKES PARKWAY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 8-K 1 THE B.F.GOODRICH COMPANY FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- 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) April 15, 1999 ------------------ THE B.F.GOODRICH COMPANY -------------------------------------------------- (Exact name of registrant as specified in charter) New York 1-892 34-0252680 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 330-659-7600 ------------ Not Applicable --------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events - ------- ------------ On April 15, 1999, The B.F.Goodrich Company issued a press release announcing its financial results for the quarter ended March 31, 1999. Reference is made to Exhibit 99 hereto which is a copy of the press release. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - ------- ------------------------------------------------------------------ 99 Press release dated April 15, 1999 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE B.F.GOODRICH COMPANY By /s/Nicholas J. Calise ----------------------------- Nicholas J. Calise, Secretary Dated: April 20, 1999 EX-99 2 PRESS RELEASE Exhibit 99 Media Contact: Rob Jewell (330) 659-7999 Investor Contact: John Bingle (330) 659-7788 BF GOODRICH CONTINUES TO ACHIEVE SIGNIFICANT EARNINGS GROWTH RICHFIELD, Ohio, April 15, 1999 - The BFGoodrich Company announced today that net income, excluding special items, increased 21 percent in the first quarter, compared with the same period a year ago. David L. Burner, BFGoodrich chairman and chief executive officer, said, "We are off to an excellent start this year and remain on target for another year of significant earnings growth. Our aerospace businesses continue to achieve outstanding results, as demand for aircraft systems, products and services, particularly in the aftermarket, remains strong. Many markets for our performance materials businesses remain weak, but we expect margins to increase throughout the year as demand strengthens and we realize the benefits of aggressive actions to streamline operations, improve efficiencies and reduce costs." On April 9, shareholders of BFGoodrich and Coltec Industries Inc overwhelmingly approved a merger of the two companies. Completion of the merger is now awaiting clearance from the Federal Trade Commission and resolution of lawsuits filed by AlliedSignal and Crane Company. "The merger with Coltec adds a strong, growing and highly profitable company to our own," Burner said. "We expect that the addition of Coltec will be immediately accretive to earnings." BFGoodrich's first quarter net income of $65.8 million, or 88 cents a diluted share, excluding special items, increased 21 percent compared with $54.2 million, or 72 cents a diluted share in the 1998 first quarter. Results in the 1999 first quarter exclude an after-tax charge of $16.5 million, or 22 cents a diluted share, related to restructuring costs, primarily involving the Performance Materials Segment. Results in the 1998 first quarter exclude a $1.6 million after-tax charge (2 cents a diluted share) related to discontinued operations. Including these special items, net income as reported in the 1999 first quarter was $49.3 million, or 66 cents a diluted share, compared with $52.6 million, or 70 cents a diluted share in 1998. Sales for the first quarter of 1999 were $1,035.6 million, compared with $937.7 million in the first quarter a year ago. The company's Aerospace Segment had operating income of $112.2 million in the 1999 first quarter, compared with $87.9 million a year ago. Aerospace Segment sales were $735.6 million in this year's first quarter, compared with $685.3 million in the 1998 first quarter. Excluding a one-time pre-tax charge of $20.6 million for restructuring, the Performance Materials Segment had operating income of $33.2 million in the 1999 first quarter, compared with $36.6 million in the similar quarter a year ago. Sales for the 1999 first quarter were $300 million, compared with $252.4 million in the 1998 first quarter. First quarter 1999 operating income and sales totals include results from Freedom Chemical which was acquired in March 1998. BFGoodrich provides aircraft systems and services and manufactures performance materials that are sold to customers worldwide and used in thousands of consumer and industrial products. The following tables provide more detailed information about BFGoodrich results for the first quarter of 1999 and 1998. [Part of this announcement contains forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those projected in the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed with the Securities and Exchange Commission, including but not limited to the last section of the Management's Discussion and Analysis entitled "Forward-Looking Information is Subject to Risk and Uncertainty" contained in the company's Annual Report on Form 10-K and in other filings.] THE BFGOODRICH COMPANY (Dollars in millions except per share amounts) Three Months Ended March 31 1999 1999 As Reported Adjusted(A) 1998 Sales (from Continuing Operations) $1,035.6 $1,035.6 $937.7 Income from Continuing Operations before Income Taxes and Trust Distributions 82.3 108.5 92.3 Income Tax Expense (30.4) (40.1) (35.5) Distributions on Trust Preferred Securities (2.6) (2.6) (2.6) Income from Continuing Operations 49.3 65.8 54.2 Income (Loss) from Discontinued Operations - - (1.6) Net Income $ 49.3 $ 65.8 $ 52.6 Income (Loss) Per Share: Basic Continuing Operations $ .66 $ .88 $ .74 Discontinued Operations - - (.02) Net Income $ .66 $ .88 $ .72 Diluted Continuing Operations $ .66 $ .88 $ .72 Discontinued Operations - - (.02) Net Income $ .66 $ .88 $ .70 Weighted - Average Number of Shares Outstanding (in millions): Basic 74.4 74.4 72.8 Diluted 74.8 74.8 75.0 (A) Results exclude the effect of an after-tax charge of $16.5 million, or 22 cents a diluted share, related to restructuring costs. BFGOODRICH SEGMENT REPORTING (Dollars in millions) Three Months Ended March 31 1999 1999 As Reported Adjusted(A) 1998 Sales: Aerospace: Aerostructures $ 310.2 $ 310.2 $302.6 Landing Systems 162.8 162.8 142.9 Sensors & Integrated Systems 152.5 152.5 140.2 Maintenance, Repair & Overhaul 110.1 110.1 99.6 Total Aerospace 735.6 735.6 685.3 Performance Materials: Textiles and Industrial Coatings 153.7 153.7 121.2 Polymer Additives and Specialty Plastics 105.5 105.5 110.3 Consumer Specialties 40.8 40.8 20.9 Total Performance Materials 300.0 300.0 252.4 Total Sales $1,035.6 $1,035.6 $937.7 Segment Operating Income: Aerospace: Aerostructures $ 50.7 $ 50.7 $ 39.5 Landing Systems 24.1 24.1 15.9 Sensors & Integrated Systems 29.3 29.3 28.0 Maintenance, Repair & Overhaul 8.1 8.1 4.5 Total Aerospace 112.2 112.2 87.9 Performance Materials: Textile and Industrial Coatings (3.7) 8.3 15.7 Polymer Additives and Specialty Plastics 12.6 19.2 15.3 Consumer Specialties 3.7 5.7 5.6 Total Performance Materials 12.6 33.2 36.6 Total Segment Operating Income $ 124.8 $ 145.4 $124.5 (A)Total Segment and Performance Materials' operating income amounts exclude the effect of a $20.6 special charge related to restructuring costs. -----END PRIVACY-ENHANCED MESSAGE-----