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 28, 2001 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) Four Coliseum Centre 2730 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 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 28, 2001 titled "BFGoodrich Completes Performance Materials Sale" (furnished pursuant to Item 9 of Form 8-K). ITEM 9. REGULATION FD DISCLOSURE On February 28, 2001, The B.F.Goodrich Company issued a press release announcing that it had completed the sale of its Performance Materials segment to an investor group led by AEA Investors, Inc. The press release includes information regarding the expected use of proceeds from the sale, as well as information regarding the Company's expectations for 2001 earnings and free cash flow. A copy of the press release is included as Exhibit 99.1 hereto. 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: March 1, 2001 By: /s/ Kenneth L. Wagner --------------------------- Kenneth L. Wagner Assistant Secretary