-----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, KwWbOWW7YnGZ4Lw8zsD2CJJd1rb66OSK6Wk2cg6yQw9vPcpYRuP5jBIIfXQfTNlM x8wws1mSw3Kfmx98mNFDZA== 0000950152-00-002908.txt : 20000418 0000950152-00-002908.hdr.sgml : 20000418 ACCESSION NUMBER: 0000950152-00-002908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000417 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000417 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: 602878 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 BFGOODRICH 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): April 17, 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 April 17, 2000, The B.F.Goodrich Company (the "Company") issued a press release announcing that it intends to focus on its Aerospace and Engineered Industrial Products segments and will divest the Company's Performance Materials segment. 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 April 17, 2000 titled "BFGoodrich to Focus on Aerospace and Engineered Industrial Products - Plans to Divest Performance Materials Segment". 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: April 17, 2000 By: /s/ Kenneth L. Wagner --------------------------- Kenneth L. Wagner Senior Counsel and Assistant Secretary 3 EX-99.1 2 EXHIBIT 99.1 1 [BF GOODRICH LOGO] NEWS - -------------------------------------------------------------------------------- Exhibit 99.1 The BFGoodrich Company PR00-0024 3 Coliseum Centre MEDIA CONTACTS: Kevin Ramundo 2550 West Tyvola Rd. PHONE: 704/423-7024 -or- Patty Meinecke Charlotte, North Carolina 28217 704-423-7060 www.bfgoodrich.com INVESTOR CONTACT: Paul Gifford PHONE: 704-423-5517 FOR IMMEDIATE RELEASE BFGOODRICH TO FOCUS ON AEROSPACE AND ENGINEERED INDUSTRIAL PRODUCTS - PLANS TO DIVEST PERFORMANCE MATERIALS SEGMENT CHARLOTTE, NC, APRIL 17, 2000 -- The BFGoodrich Company (NYSE: GR) announced today that it intends to focus on Aerospace and Engineered Industrial Products segments and will divest the company's Performance Materials segment. The plan will enhance shareholder value and position the company to build on its track record of profitable growth. In 1999, the company's fifth consecutive year of record earnings, BFGoodrich reported sales of $5.5 billion and segment operating income of $827 million. Performance Materials, a global supplier of specialty polymer systems and chemical additives, achieved record results in 1999, including sales of $1.2 billion, operating income of $150 million, and EBITDA (earnings before interest, taxes, depreciation and amortization) of $235 million. BFGoodrich anticipates that the divestiture will be completed by year-end 2000. The proceeds will be available for growing the company's aerospace and industrial businesses, for its current share buyback program, and for reducing debt levels consistent with maintaining a strong capital structure. Morgan Stanley Dean Witter has been retained to assist BFGoodrich in the offering process. In commenting on the announcement, David L. Burner, BFGoodrich's Chairman and CEO, said, "Our decision reflects the realities of the increasingly competitive landscape in the specialty chemical industry and the substantial opportunities we have to build on our Aerospace and Engineered Industrial Products segments. The actions we are announcing today will unlock value for our shareholders and better position all three businesses to win in the years ahead." Page 1 of 2 2 [BF GOODRICH LOGO] NEWS Mr. Burner added, "Our Performance Materials segment enjoys excellent products, technologies and market positions and has been among the stronger performers in its peer group. However, in today's environment, continued success would require us to expand this segment to at least three times its current size. From a strategic and shareholder perspective, we believe the best course is to focus our resources on our Aerospace and Industrial segments. In addition to the opportunities each of these segments offer, we will be able to drive value and competitive advantage by leveraging core competencies and processes given the complementary nature of these two segments." With 1999 sales of $5.5 billion, The BFGoodrich Company holds leadership positions in advanced aerospace products and services, performance materials and engineered industrial products. The company has its headquarters in Charlotte, North Carolina, and employs 27,000 people worldwide. For more information, please visit our website at www.bfgoodrich.com. FACT SHEETS REGARDING THIS ANNOUNCEMENT ARE AVAILABLE AT http://199.230.26.96/gr/BFGFactSheet.pdf THE TEXT OF CHAIRMAN AND CEO DAVE BURNER'S REMARKS FROM TODAY'S ANNUAL SHAREHOLDERS' MEETING IS AVAILABLE AFTER 11:15 AM EDT AT www.bfgoodrich.com. CLICK ON ANNUAL MEETING. B-ROLL FOOTAGE IS AVAILABLE FROM 10:00-10:30 AM EDT AND FROM 2:00-2:30 PM EDT ON MONDAY, APRIL 17, AT - GE2 TRANSPONDER C11 DOWNLINK FREQUENCY 3920 MHz POLARITY - VERTICAL ### Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----