-----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, S0+kWX56jQCEZJ35ZP/sgU/Daq7OKpT+n4gkn8Hfb13pLBokdpF70Ec8yfHQE4/0 QWNgYjSRnR5/zfhTcuUw1A== 0000950152-00-001236.txt : 20000223 0000950152-00-001236.hdr.sgml : 20000223 ACCESSION NUMBER: 0000950152-00-001236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000222 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: 001-00892 FILM NUMBER: 549977 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 8-K 1 THE B. F. GOODRICH COMPANY 8-K 1 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): February 22, 2000 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) 3 Coliseum Centre 2550 West Tyvola Road Charlotte, North Carolina 28217 (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code: (704) 423-7000 2 ITEM 5. OTHER EVENTS On February 22, 2000, The B.F.Goodrich Company (the "Company") issued a press release announcing that the Company's Board of Directors had approved a program that authorizes the Company to repurchase up to $300 million of the Company's common stock. A copy of such press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information None. (c) Exhibits Exhibit 99.1 The B.F.Goodrich Company Press Release dated February 22, 2000 titled "BFGoodrich Announces Program to Repurchase up to $300 million in Common Stock". 2 3 SIGNATURES 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 (Registrant) Date: February 22, 2000 By: /s/ Kenneth L. Wagner --------------------------- Kenneth L. Wagner Senior Counsel and Assistant Secretary 3 EX-99.1 2 EXHIBIT 99.1 1 Ex. 99.1 BF GOODRICH NEWS - -------------------------------------------------------------------------------- THE BFGOODRICH COMPANY PR00-0010 3 Coliseum Centre MEDIA CONTACT: Kevin Ramundo 2550 West Tyvola Rd. PHONE: 704-423-7024 Charlotte, North Carolina 28217 FAX: 704-423-7127 www.bfgoodrich.com INVESTOR RELATIONS CONTACT: Paul Gifford PHONE: 704-423-5517 FOR IMMEDIATE RELEASE FAX: 704-423-5516 BFGOODRICH ANNOUNCES PROGRAM TO REPURCHASE UP TO $300 MILLION IN COMMON STOCK - - THE BOARD ALSO APPROVES NEW SHAREHOLDER-FOCUSED EXECUTIVE INCENTIVE COMPENSATION PROGRAM AND DECLARES QUARTERLY DIVIDEND CHARLOTTE NC, February 22, 2000 - The Board of Directors of The BFGoodrich Company approved a program today that authorizes the company to repurchase up to $300 million of the company's common stock. Repurchases under the program, which could aggregate up to 10% of the outstanding common stock, may be made from time to time in the open market or in private transactions. The program, which will be accretive to earnings per share, will be funded from BFGoodrich's strong operating cash flow and short-term borrowings under existing credit lines. The repurchases will be made in compliance with, and at such times as permitted by, federal securities laws and may be suspended or discontinued at any time. As of year-end 1999, BFGoodrich had 110.2 million shares outstanding. The Board also approved a new management incentive compensation program with goals directly linked to enhancing shareholder value, and declared a regular quarterly dividend of 27.5 cents per share, payable April 3, 2000 to shareholders of record on March 6, 2000. In commenting on the Board's actions, David L. Burner, BFGoodrich's chairman and chief executive officer, said, "While our predominant strategy for increasing shareholder value continues to be investing in our businesses for consistent profit growth, the share repurchase program is a compelling and opportunistic use of our financial resources at a time when our stock, like the shares of many of our peers, is trading at depressed levels. This share repurchase program, the adoption of a new management incentive compensation program tied to shareholder returns, and our track record of five consecutive years of record sales and profits reflect our very strong commitment to deliver value to our shareholders. And we are continuing to explore additional ways to increase shareholder value, including the evaluation of various financial and strategic alternatives related to our portfolio of strong businesses." Page 1 of 2 PR00-0010-BFGoodrich Announces Program to Repurchase up to $300 Million in Common Stock 2 BFGOODRICH NEWS The new management compensation program approved today by the Board aligns incentives with gains in shareholder value as measured by relative total shareholder return and related measures with a goal of delivering top-quartile returns. The program is linked to the company's Value Management process that consists of principles, tools and measures to better insure that all business decisions are evaluated in terms of their impact on shareholder value. The new compensation program becomes effective in 2000 on a transitional basis and will be fully implemented in 2001. In other actions today, the Board of Directors appointed Terrence G. Linnert, Senior Vice President, Human Resources and Administration, General Counsel and Secretary. In this expanded role, Mr. Linnert will assume additional senior management responsibilities for human resources, corporate communications and services. In addition, Stephen R. Huggins was named Senior Vice President, Strategic Resources and Information Technology, in recognition of the expansion of his role during the past year. The BFGoodrich Company, headquartered in Charlotte, NC, has leading market positions in advanced aerospace systems, performance materials and engineered industrial products, with 1999 revenues of $5.5 billion and 27,000 employees worldwide. For more information, please visit our website at www.bfgoodrich.com. ### Page 2 of 2 PR00-0010-BFGoodrich Announces Program to Repurchase up to $300 Million in Common Stock -----END PRIVACY-ENHANCED MESSAGE-----