-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qVjvSRhNQsHj5EozMD8OWYV1Ivo35vdNHjBC4Vmzp/GcSCXt0UvkeidA8aSB3GS9 J7uTVPfrlQKAGsqM81Ov7w== 0000950127-95-000027.txt : 19950710 0000950127-95-000027.hdr.sgml : 19950710 ACCESSION NUMBER: 0000950127-95-000027 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950629 DATE AS OF CHANGE: 19950707 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CAPITAL CENTRAL INDEX KEY: 0000946138 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 347031378 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11501 FILM NUMBER: 95550526 BUSINESS ADDRESS: STREET 1: 3925 EMBASSY PARKWAY CITY: AKRON STATE: OH ZIP: 44333-1799 BUSINESS PHONE: 2163743985 MAIL ADDRESS: STREET 1: 3925 EMBASSY PARKWAY CITY: AKRON STATE: OH ZIP: 44333-1799 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: 2821 IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11501-01 FILM NUMBER: 95550510 BUSINESS ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 BUSINESS PHONE: 2163743985 MAIL ADDRESS: STREET 1: 3925 EMBASSY PKWY CITY: AKRON STATE: OH ZIP: 44333 8-A12B/A 1 AMENDMENT NO. 1 TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/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) THE B.F.GOODRICH COMPANY (Exact name of registrant as specified in its certificate of trust) New York 34-0252680 (State of incorporation or organization) (IRS Employer Identification No.) 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 by The B.F.Goodrich Company with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None (Title of class) Item 1. Description of the Registrants' 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 Amendment No. 1 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 (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, each of the registrants 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 29, 1995 THE B.F.GOODRICH COMPANY By /s/ Steven G. Rolls ---------------------- Name: Steven G. Rolls Title: Vice President and Controller Date: June 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----