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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 12, 1999
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
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ITEM 5. OTHER EVENTS
1. As previously reported by The B.F.Goodrich Company ("BFGoodrich") on its
Current Report on Form 8-K filed July 12, 1999 (as amended by Form 8-K/A
filed September 24, 1999), on July 12, 1999 BFGoodrich completed its
acquisition of Coltec Industries Inc ("Coltec") by way of a merger of a
wholly-owned subsidiary of BFGoodrich into Coltec. Each share of common
stock of Coltec was exchanged for 0.56 shares of common stock of
BFGoodrich. The acquisition was accounted for as a "pooling of interests"
under generally accepted accounting principles.
Although the merger was completed after the date of these financial
statements, the historical results presented herein as Exhibit 99.1 give
effect to the merger as if it had been completed at the beginning of the
earliest period presented. Incorporated herein by reference to Exhibit 99.1
filed herewith are the following:
1. Selected Financial Data
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
3. Consolidated Statement of Income for the years ended December 31,
1998, 1997 and 1996.
4. Consolidated Balance Sheet at December 31, 1998 and 1997.
5. Consolidated Statement of Cash Flows for the years ended December
31, 1998, 1997 and 1996.
6. Consolidated Statement of Shareholders' Equity for the years ended
December 31, 1998, 1997 and 1996.
7. Notes to Consolidated Financial Statements.
The report of Ernst & Young LLP, independent auditors, on these
consolidated financial statements of BFGoodrich at December 31, 1998 and 1997
and for the years ended December 31, 1998, 1997 and 1996 is filed herewith as
part of Exhibit 99.1 and the related consent is filed herewith as Exhibit 23.1.
Both the report and the consent are incorporated herein by reference. The report
of Ernst & Young LLP referred to above as to 1996 is based in part on the report
of Deloitte & Touche LLP, independent accountants, and as to 1998, 1997 and 1996
is based in part on the report of Arthur Andersen LLP, independent accountants.
The reports of Deloitte & Touche LLP and Arthur Andersen LLP are filed herewith
as Exhibits 99.2 and 99.3, respectively. The consents of Deloitte & Touche LLP
and Arthur Andersen LLP are filed herewith as Exhibits 23.2 and 23.3,
respectively. These reports and consents are incorporated herein by reference.
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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 23.1 Consent of Ernst & Young LLP.
Exhibit 23.2 Consent of Deloitte & Touche LLP.
Exhibit 23.3 Consent of Arthur Andersen LLP.
Exhibit 27.1 Financial Data Schedules - 1998
Exhibit 27.2 Financial Data Schedules - 1997
Exhibit 27.3 Financial Data Schedules - 1996
Exhibit 99.1 Selected Financial Data
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Consolidated Financial Statements at December 31,
1998 and 1997 and for the years ended December 31,
1998, 1997 and 1996 of The B.F.Goodrich Company and
Report of Ernst & Young LLP.
Exhibit 99.2 Independent Auditors Report - Deloitte & Touche LLP
Exhibit 99.3 Independent Auditors Report - Arthur Andersen LLP
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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: December 17, 1999 By: /s/ Laurence A. Chapman
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Laurence A. Chapman
Senior Vice President and
Chief Financial Officer
By: /s/ Robert D. Koney, Jr.
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Robert D. Koney, Jr.
Vice President and Controller
(Chief Accounting Officer)
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