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) November 23, 1998 ------------------ 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) 4020 Kinross Lakes Parkway, Richfield, Ohio 44286-9368 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 330-659-7600 ------------ Not Applicable --------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events - ------- ------------ On November 23, 1998, The B.F.Goodrich Company ("BFGoodrich") issued a press release announcing that BFGoodrich and Coltec Industries Inc ("Coltec") have signed a definitive agreement for Coltec to merge with BFGoodrich in a tax-free stock-for-stock transaction. Reference is made to Exhibit 99.1 hereto which is a copy of the press release, Exhibit 99.2 which is a copy of the definitive agreement and Exhibit 99.3 which are copies of the cross stock option agreements. SIGNATURE 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 By /s/Nicholas J. Calise ----------------------------- Nicholas J. Calise, Secretary Dated: November 24, 1998