-----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, KgB39RIf3xGoiYKM1ndYffOXxs/7PyduzsSWD2btoAV3Q4m7JxcYMgJ/SIqI1bf7 PVqMfEnpMiJV8pTSa13sBA== 0001017062-97-002265.txt : 19971219 0001017062-97-002265.hdr.sgml : 19971219 ACCESSION NUMBER: 0001017062-97-002265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971216 ITEM INFORMATION: FILED AS OF DATE: 19971218 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROHR INC CENTRAL INDEX KEY: 0000084801 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 951607455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06101 FILM NUMBER: 97740591 BUSINESS ADDRESS: STREET 1: 850 LAGOON DRIVE CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6196914111 MAIL ADDRESS: STREET 1: PO BOX 878 CITY: CHULA VISTA STATE: CA ZIP: 91912 FORMER COMPANY: FORMER CONFORMED NAME: ROHR INDUSTRIES INC DATE OF NAME CHANGE: 19911219 FORMER COMPANY: FORMER CONFORMED NAME: ROHR CORP DATE OF NAME CHANGE: 19711220 FORMER COMPANY: FORMER CONFORMED NAME: ROHR AIRCRAFT CORP DATE OF NAME CHANGE: 19710317 8-K 1 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): December 16, 1997 ROHR, INC. ------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-6101 95-1607455 - ---------------------------- ------------ ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 850 Lagoon Drive, Chula Vista, CA 91910 -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 691-4111 -------------- Item 5. Other Events. On December 16, 1997, Morgan Stanley & Co., Incorporated, the Company's financial advisors in connection with its pending merger with The B.F. Goodrich Company ("Goodrich"), provided an opinion to the Board of Directors of Rohr, Inc. (the Company) that, as of December 4, 1997, the exchange ratio in the merger, in which each share of common stock of the Company will be converted into the right to receive 0.7 shares of Goodrich common stock, is fair from a financial point of view to the holders of the Company's common stock. The opinion is subject to the assumptions made, matters considered and limits on the review undertaken, as set forth in the opinion. A copy of the opinion is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The updated fairness opinion was provided pursuant to an agreement in principle for the settlement of certain lawsuits brought against the Company, certain of its directors and officers, and Goodrich. The agreement in principle, which does not otherwise affect any of the terms of the merger, including the exchange ratio, remains subject to the approval of the California state court. A copy of a press release issued December 17, 1997 describing these matters is attached hereto as Exhibit 99.2. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Opinion of Morgan Stanley & Co., Incorporated, dated December 4, 1997. 99.2 Press Release, dated December 17, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. December 18, 1997 Rohr, Inc. /s/ R.W. MADSEN ------------------- R.W. Madsen Vice President, General Counsel and Secretary EXHIBIT INDEX ------------- Exhibit No. Document - ------- -------- 99.1 Opinion of Morgan Stanley & Co., Incorporated, dated December 4, 1997 99.2 Press Release, dated December 17, 1997. EX-99.1 2 OPINION OF MORGAN STANLEY & CO., DATED 12/4/97 [LETTERHEAD OF MORGAN STANLEY] December 4, 1997 Board of Directors Rohr, Inc. 850 Lagoon Drive Chula Vista, CA 91910 Members of the Board: We understand that Rohr, Inc. ("Rohr" or the "Company"), The BFGoodrich Company ("BFGoodrich" or the "Buyer") and Midwest Acquisition Corporation, a wholly owned subsidiary of BFGoodrich ("Acquisition Sub") have entered into an Agreement and Plan of Merger dated as of September 22, 1997 (the "Merger Agreement"), which provides, among other things, for the merger (the "Merger") of Acquisition Sub with and into Rohr. Pursuant to the Merger, the Company will become a wholly-owned subsidiary of BFGoodrich and each outstanding share of common stock, par value of $1 per share ("Rohr Common Stock"), of Rohr, other than shares held in treasury or by the Buyer or any subsidiary of the Company or the Buyer, shall be converted into the right to receive 0.7 of a share (the "Exchange Ratio") of common stock, par value $5 per share, of BFGoodrich ("BFGoodrich Common Stock"). The terms and conditions of the Merger are more fully set forth in the Merger Agreement. You have asked for our opinion as to whether the Exchange Ratio pursuant to the Merger Agreement is fair from a financial point of view to the holders of shares of Rohr Common Stock. For purposes of the opinion set forth herein, we have: (i) reviewed certain publicly available financial statements and other information of Rohr and BFGoodrich, respectively; (ii) reviewed certain internal financial statements and other financial and operating data concerning Rohr and BFGoodrich prepared by the managements of Rohr and BFGoodrich, respectively; (iii) analyzed certain financial projections prepared by the managements of Rohr and BFGoodrich, respectively; [LETTERHEAD OF MORGAN STANLEY] Board of Directors December 4, 1997 Page 2 (iv) discussed the past and current operations and financial condition and the prospects of Rohr with senior executives of Rohr; (v) discussed the past and current operations and financial condition and the prospects of BFGoodrich with senior executives of BFGoodrich and analyzed the pro forma impact of the Merger on BFGoodrich's earnings per share and other financial ratios; (vi) reviewed the reported prices and trading activity for Rohr Common Stock and BFGoodrich Common Stock; (vii) compared the financial performance of Rohr and BFGoodrich and the prices and trading activity of Rohr Common Stock and BFGoodrich Common Stock with that of certain other comparable publicly-traded companies and their securities; (viii) reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions; (ix) discussed with senior executives of Rohr and BFGoodrich their estimates of certain strategic, financial and operational benefits expected to result from the Merger; (x) participated in discussions and negotiations among representatives of Rohr and BFGoodrich and their financial and legal advisors; (xi) reviewed the Merger Agreement; and (xii) performed such other analyses as we have deemed appropriate. We have assumed and relied upon without independent verification the accuracy and completeness of the information reviewed by us for the purposes of this opinion. With respect to the financial projections, including estimates of the strategic, financial and operational benefits expected to result from the Merger, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of Rohr and BFGoodrich. In addition, we have assumed that the Merger will be treated as a "pooling-of-interests" business combination in accordance with U.S. Generally Accepted Accounting Principles and will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986. We have also assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such appraisals. Our opinion is necessarily based on economic, [LETTERHEAD OF MORGAN STANLEY] Board of Directors December 4, 1997 Page 3 market and other conditions as in effect on, and the information made available to us as of, the date hereof. In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition of Rohr. We have acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services. In the past, Morgan Stanley & Co. Incorporated and its affiliates have provided financial advisory and financing services for the Company, the Buyer and certain of the Buyer's affiliates, and have received fees for the rendering of these services. It is understood that this letter is for the information of the Board of Directors of Rohr and may not be used for any other purpose without our prior written consent. In addition, this opinion does not in any manner address the prices at which BFGoodrich will trade following the consummation of the merger and we express no opinion and make no recommendation as to how the holders of Rohr Common Stock should vote at the stockholders' meeting held in connection with the Merger. Based on and subject to the foregoing, we are of the opinion on the date hereof that the Exchange Ratio pursuant to the Merger Agreement is fair from a financial point of view to the holders of shares of Rohr Common Stock. Very truly yours, MORGAN STANLEY & CO. INCORPORATED By: /s/ GORDON E. DYAL ------------------------------- Gordon E. Dyal Managing Director EX-99.2 3 PRESS RELEASE, DATED DECEMBER 17, 1997 ROHR NEWS RELEASE - ----------------- Contact: Bob Rau (619)691-2057 Laurence Chapman (619)691-3002 ROHR, INC., ANNOUNCES FAIRNESS OPINION OF FINANCIAL ADVISOR Chula Vista, CA; December 17, 1997 -- Rohr, Inc. (NYSE:RHR) announced today that Morgan Stanley & Co., Incorporated, Rohr's financial advisors in connection with its pending merger with The BFGoodrich Company, has provided an opinion to the Rohr Board of Directors that, as of December 4, 1997, the exchange ratio in that merger, in which each Rohr common share will be converted into the right to receive 0.7 shares of Goodrich common stock, is fair from a financial point of view to the holders of Rohr common stock. The opinion is subject to the assumptions made, matters considered and limits on the review undertaken, as set forth in the opinion. Morgan Stanley's opinion is an update of, and substantially identical to, its opinion provided as of September 19, 1997, in connection with the approval of the merger by Rohr's Board of Directors. A copy of the opinion is attached as an exhibit to a Form 8-K being filed by Rohr with the Securities and Exchange Commission. The merger is subject to certain conditions, including approval of the merger by the Rohr shareholders and approval of the issuance of the Goodrich stock by the Goodrich shareholders. Meetings of the shareholders of each company are scheduled for December 22, 1997. The updated fairness opinion was provided pursuant to an agreement in principle for the settlement of certain lawsuits brought against Rohr, certain of its directors and officers, and Goodrich. The agreement in principle, which does not affect the exchange ratio in the merger, remains subject to the approval of the California state court. Rohr designs, integrates, manufactures, sells and supports aircraft engine nacelle systems and components for large commercial aircraft. Rohr reported total revenues of $944 million in fiscal 1997. Rohr, headquartered in Chula Vista, Calif., has operations in the United States, Europe and Asia. 850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910 [LOGO OF ROHR, INC.] -----END PRIVACY-ENHANCED MESSAGE-----