-----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, Q05n+VAFziulekWs9T7DufFmA+s6z6IcoeBYN3s6B55jDmVOY1VgsMD//PGkV25u Ki8Fk6EhFkhJaO0wH4fprQ== /in/edgar/work/20000627/0000950144-00-008218/0000950144-00-008218.txt : 20000920 0000950144-00-008218.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008218 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: [3760 ] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00892 FILM NUMBER: 661939 BUSINESS ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7044237000 MAIL ADDRESS: STREET 1: 3 COLISEUM CENTRE STREET 2: 2550 WEST TYVOLA ROAD CITY: 2550 WEST TYVOLA ROA STATE: NC ZIP: 28217 11-K 1 e11-k.txt ROHR SAVINGS PLAN/COLLECTIVE BARGAINING EMPLOYEES 1 SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street N.W. Washington, D.C. 20549-1004 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ___________ to _____________ Commission file number 1-892 A. Full title and the address of the plan, if different from that of the issuer named below: ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The B.F. Goodrich Company Four Coliseum Centre 2730 West Tyvola Road Charlotte, NC 28217-4578 2 REQUIRED INFORMATION 1. Audited Financial Statements for the Plan. The Report of Independent Auditors; Statements of Assets Available for Benefits as of December 31, 1999 and December 31, 1998; and Statement of Changes in Assets Available for Benefits for the year ended December 31, 1999. 2. Exhibit 23 Consent of Independent Auditors - Ernst & Young LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, The B.F.Goodrich Company Retirement Plus Savings Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE B.F.GOODRICH COMPANY RETIREMENT PLUS SAVINGS PLAN COMMITTEE June 27, 2000 /S/ Kevin P. Heslin ------------------------------------ Kevin P. Heslin Chairman of The B.F.Goodrich Company Retirement Plus Savings Plan Committee 3 Audited Financial Statements and Supplemental Schedule ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS December 31, 1999 and 1998 and Year Ended December 31, 1999 With Report of Independent Auditors 4 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Audited Financial Statements and Supplemental Schedule December 31, 1999 and 1998 and Year Ended December 31, 1999 CONTENTS Report of Independent Auditors......................................... 1 AUDITED FINANCIAL STATEMENTS Statements of Assets Available for Benefits............................ 2 Statement of Changes in Assets Available for Benefits.................. 3 Notes to Financial Statements.......................................... 4 SUPPLEMENTAL SCHEDULE Schedule of Assets Held for Investment Purposes at End of Year......... 10 5 Report of Independent Auditors The BFGoodrich Company Retirement Plus Savings Plan Committee We have audited the accompanying statements of assets available for benefits of Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements as of December 31, 1999 and 1998, and the related statement of changes in assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1999, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /S/ Ernst & Young LLP June 23, 2000 1 6 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Statements of Assets Available for Benefits DECEMBER 31 1999 1998 ------------------------------- ASSETS Investments, at fair value (Note C) $ 248,954 $ 33,964,744 ------------------------------- ASSETS AVAILABLE FOR BENEFITS $ 248,954 $ 33,964,744 =============================== See accompanying notes to financial statements. 2 7 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Statement of Changes in Assets Available for Benefits YEAR ENDED DECEMBER 31, 1999 ------------------ ADDITIONS Investment income: Net appreciation in fair value of investments (Note C) $ 410,645 Dividends and interest 2,320,140 ----------- 2,730,785 Contributions: Employees 1,810,854 Employer 660,252 ----------- 2,471,106 ----------- Total additions 5,201,891 DEDUCTIONS Withdrawals and benefit payments 2,468,313 Administrative expenses 7,788 ----------- Total deductions 2,476,101 ----------- Net increase 2,725,790 Assets available for benefits at beginning of year 33,964,744 Assets transferred to The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (Note A) 36,441,580 ----------- ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 248,954 =========== See accompanying notes to financial statements. 3 8 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Notes to Financial Statements December 31, 1999 A. DESCRIPTION OF THE PLAN The following description of the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution savings plan, first made effective January 1, 1966, and restated as of December 1, 1994. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The purpose of the Plan is to provide a regular savings and investment program for eligible employees of BFGoodrich Aerospace, Aerostructures and Aviation Group, formerly Rohr, Inc., (the "Company"), which was acquired by The B.F.Goodrich Company ("BFGoodrich"). On December 31, 1999, all obligations under this plan to provide benefits with respect to members whose benefits and other terms of employment have been determined pursuant to the collective bargaining agreement between the Company and the International Association of Machinists and Aerospace Workers were assumed by, and the assets held in connection with such benefits were transferred to, The Pretax Savings Plan for Salaried Employees of Rohr, Inc. The remaining participants in the Plan are covered under a collective bargaining agreement between the Company and the International Union of Operating Engineers. Currently, this contract which expires in June 2000, is being renegotiated and it is the Company's intention to transfer these remaining participants to The Pretax Savings Plan for Salaried Employees of Rohr, Inc. in late 2000. PARTICIPATION IN THE PLAN Employees of the Company are eligible to participate in the Plan if they: (1) are covered by a collective bargaining agreement specifying that they are to be covered by the Plan and (2) have completed 12 calendar months of employment. 4 9 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Notes to Financial Statements A. DESCRIPTION OF THE PLAN--CONTINUED CONTRIBUTIONS Upon enrollment in the Plan, participants may elect to contribute fixed amounts to the Plan ranging from $10 to $140 for each two week pay period. Such contributions are made by payroll deductions. The Company contributes an amount equal to fifty percent of the first $70 of the contribution made by each participant for any two-week payroll period. VESTING PROVISIONS Participants vest 20% in the Company's contributions for each year in which they work 1,000 hours. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and the Company's contributions. The accounts are further adjusted for allocations of the Plan investment income or losses and administrative expenses. WITHDRAWALS Under the Plan, a participating employee or his or her legal successors will be entitled to a distribution of the value of the investments held in his or her account upon retirement, death, entry into the armed forces, permanent and total disability, layoff or termination for other reasons. Upon termination of employment for any reason, participants have the option of deferring distribution of the vested value of his or her account until the later of retirement or attainment of age 70-1/2. Active employees must make a total withdrawal by April 1 following the calendar year they attain the age 70-1/2. Participants may elect to have Employer Stock Fund distributions paid in shares, with residual amounts (fractional shares) paid in cash. Distributions are paid in cash unless stock is requested. 5 10 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Notes to Financial Statements A. DESCRIPTION OF THE PLAN--CONTINUED A participant may voluntarily withdraw from participation in the Plan but may not thereafter become a participant in the Plan again until 12 months have elapsed. The amount distributable upon withdrawal includes the full value of the investments held in the withdrawing participant's account attributable to his own contributions and the value of the investments attributable to that portion of the Company's contributions that has become vested. A participant may also make a partial withdrawal of the amounts in his or her account under the Plan if such a partial withdrawal is approved by the Plan Administrator as being required to relieve financial hardship caused by such matters as illness or disability of the participant or a dependent member of his or her immediate family or a situation beyond the participant's control involving serious financial loss. Only one partial withdrawal may be made during any six month period, and for six months after such partial withdrawal no further contributions may be made by the participant or the Company for his or her account. Any partial withdrawal must be for at least $100, and any larger amount must be in additional increments of $50. Withdrawals can only be made from fully vested Company contributions or from participant contributions that have been in the Plan at least seventeen quarters. FORFEITURE OF INTEREST The value of investments in each participant's account attributable to the participant's own contributions is not subject to forfeiture. Any participant who voluntarily withdraws from participation or whose employment is terminated for reasons other than retirement, layoff for four weeks or more, death, entry into the armed forces or permanent and total disability will forfeit that portion of the value of his account attributable to the Company's contributions in which no interest has vested. All amounts forfeited under the Plan will remain in the Plan and used to reduce future contributions to the Plan by the Company. If the Plan is terminated, any forfeited amounts not yet applied against Company contributions will accrue ratably to the remaining participants in the Plan at the date of termination. 6 11 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Notes to Financial Statements A. DESCRIPTION OF THE PLAN--CONTINUED PLAN TERMINATION The Company has the right to terminate the Plan at any time, except as provided in any applicable provision in a collective bargaining agreement whose term has not expired. Upon termination of the Plan, the entire amount of each participant's account (including that portion of the account attributable to the Company's contributions which would not otherwise be vested) shall become fully vested and nonforfeitable. B. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. INVESTMENT VALUATION The Plan investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year end. The Employer Stock Fund is a unitized fund comprised of common stock of BFGoodrich and short-term cash investments. The unit value of the fund is derived from the market values of the common stock and the short-term cash investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 7 12 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Notes to Financial Statements C. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets. DECEMBER 31 1999 1998 -------------------------- Fidelity Growth and Income Portfolio, 3,216 and 545,724 shares, respectively $ 151,669 $ 25,015,976 Fidelity Short-Term Bond Portfolio, 11,036 and 711,509 shares, respectively 93,803 6,197,248 Fidelity Retirement Money Market Portfolio, 1,797 and 1,920,523 shares, respectively 1,797 1,920,523 During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $410,645 as follows: Mutual Funds $ 593,198 Employer Stock Fund (182,553) ---------- $ 410,645 ========== D. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated August 30, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 8 13 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements Notes to Financial Statements E. TRANSACTIONS WITH PARTIES-IN-INTEREST The Company pays certain legal and accounting expenses of the Plan. Other than as described above or pursuant to the Trust Agreement with Fidelity Investments, the Plan has no agreements or transactions with any parties-in-interest. 9 14 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements EIN 95-1607455 Plan-004 Schedule H, Line 4i Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999 Description of Investment, Identity of Issue, Including Maturity Date, Borrower, Lessor, Rate of Interest, Par or Current or Similar Party Maturity Value Value - -------------------------------------------------------------------------------- Fidelity Growth and Income Portfolio* 3,216 shares $ 151,669 Fidelity Short-Term Bond Portfolio* 11,036 shares 93,803 Fidelity Retirement Money Market Portfolio* 1,797 shares 1,797 Employer Stock Fund* 81 units 1,685 --------- TOTAL $ 248,954 ========= * Indicates party-in-interest to the Plan. Note: Cost information has not been included above because all investments are participant directed. 10 EX-23 2 ex23.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-53877) pertaining to The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (Restated 1994) and Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements (Restated 1994) of our report dated June 23, 2000, with respect to the financial statements and schedule of the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /S/ ERNST & YOUNG LLP ERNST & YOUNG LLP Charlotte, North Carolina June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----