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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 28, 2001, The B.F.Goodrich Company completed the sale of
its Performance Materials segment to an investor group led by AEA Investors,
Inc. The purchase price was approximately $1.4 billion, comprised of
approximately $1.2 billion in cash and $172 million in debt securities issued by
the new company. The debt securities are in the form of unsecured notes with
interest payable in cash or payment in-kind, at the option of the new company.
The B.F.Goodrich Company has also agreed to retain certain liabilities, as well
as certain contingent liabilities, of the Performance Materials segment as a
condition of sale.
Pursuant to Accounting Principles Board Opinion No. 30, the
consolidated financial statements of The B.F.Goodrich Company included in its
Annual Report on Form 10-K for the year ended December 31, 2000 (filed February
23, 2001) have been reclassified to reflect the sale of the Performance
Materials segment as a discontinued operation for all periods presented.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
(1) The B.F. Goodrich Company Unaudited Pro Forma Consolidated
Balance Sheet as of December 31, 2000.
(2) The B.F. Goodrich Company Unaudited Pro Forma Consolidated
Statement of Income for the year ended December 31, 2000.
The following unaudited pro forma consolidated balance sheet as of December 31,
2000 gives effect to the divestiture of the Company's Performance Materials
business as if it had occurred on December 31, 2000. The following unaudited pro
forma consolidated statement of income for the year ended December 31, 2000
gives effect to the divestiture of the Company's Performance Materials business
as if it had occurred on January 1, 2000.
The pro forma information below is provided for informational purposes only and
is not necessarily indicative of what the actual financial position or results
of operations of the Company would have been had the transaction actually
occurred on the dates indicated, nor does it purport to indicate the future
financial position or results of operations of the Company.
2
3
The B.F. Goodrich Company
Unaudited Pro Forma Consolidated Balance Sheet
(Dollars in millions)
December 31, 2000
Historical Adjustments Pro Forma
-------------- ----------------- -------------
ASSETS
Current Assets
Cash and cash equivalents $ 77.5 $ -- $ 77.5
Accounts and notes receivable 910.6 -- 910.6
Inventories 865.3 -- 865.3
Deferred income taxes 98.2 -- 98.2
Prepaid expenses and other assets 79.0 (51.4) (d) 27.6
Net assets of discontinued operations 1,049.7 (1,049.7) (a) --
--------------- ----------------- -------------
Total Current Assets 3,080.3 (1,101.1) 1,979.2
Property 1,022.0 -- 1,022.0
Prepaid pension 246.9 -- 246.9
Goodwill 761.6 -- 761.6
Identifiable intangible assets 109.1 -- 109.1
Other assets 497.6 150.8 (b) 648.4
--------------- ----------------- -------------
Total Assets $ 5,717.5 $ (950.3) $ 4,767.2
=============== ================= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term bank debt $ 756.3 $ (756.3) (e) $ --
Accounts payable 403.7 -- 403.7
Accrued expenses 746.3 (35.6) (d) 710.7
Income taxes payable 59.3 32.4 (f) 91.7
Current maturities of long-term debt
and capital lease obligations 181.7 (175.0) (e) 6.7
--------------- ----------------- -------------
Total current liabilities 2,147.3 (934.5) 1,212.8
Long-term debt and capital lease obligations 1,316.2 (68.7) (e) 1,247.5
Pension obligations 61.4 -- 61.4
Postretirement benefits other than pensions 336.9 (10.0) (c) 326.9
Deferred income taxes 2.3 -- 2.3
Other non-current liabilities 353.0 -- 353.0
Commitments and contingent liabilities -- -- --
Mandatorily redeemable preferred securities of trusts 273.8 -- 273.8
Shareholders' Equity
Common stock 566.5 -- 566.5
Additional capital 922.8 -- 922.8
Income retained in the business 158.1 62.9 (f) 221.0
Accumulated other comprehensive income (59.6) -- (59.6)
Unearned portion of restricted stock awards (1.2) -- (1.2)
Common stock held in treasury, at cost (360.0) -- (360.0)
--------------- ----------------- -------------
Total Shareholders' Equity 1,226.6 62.9 1,289.5
--------------- ----------------- -------------
Total Liabilities and Shareholders' Equity $ 5,717.5 $ (950.3) $ 4,767.2
=============== ================= =============
(a) To record reversal of net assets of discontinued operations
(b) To record note receivable from the investor group
3
4
(c) To record postretirement benefit liability assumed by the investor
group
(d) To reverse $51.4 million of deferred transaction costs associated with
the divestiture
(e) To reflect cash proceeds of $1.0 billion and associated reduction of
short-term debt, current maturities of long-term debt and long-term
debt.
(f) To record estimated gain, net of tax, associated with the divestiture
The B.F. Goodrich Company
Unaudited Pro Forma Consolidated Income Statement
(Dollars in millions, except per share amounts)
Year Ended December 31, 2000
Historical Adjustments Pro Forma
--------------- -------------- -------------
Sales $ 4,363.8 $ -- $ 4,363.8
Operating costs and expenses:
Cost of sales 3,118.5 -- 3,118.5
Selling and administrative costs 607.9 -- 607.9
Merger-related and consolidation costs 45.6 -- 45.6
--------------- -------------- -------------
3,772.0 -- 3,772.0
--------------- -------------- -------------
Operating income 591.8 -- 591.8
Interest expense (111.0) 20.0 (a) (91.0)
Interest income 5.5 21.1 (b) 26.6
Other income (expense), net (24.9) -- (24.9)
--------------- -------------- -------------
Income from continuing operations before
income taxes and Trust distributions 461.4 41.1 502.5
Income tax expense (156.7) (14.0)(c) (170.7)
Distributions on Trust preferred securities (18.4) -- (18.4)
--------------- -------------- -------------
Income from continuing operations 286.3 27.1 313.4
Income from discontinued operations - net of taxes 39.6 (39.6)(d) --
--------------- -------------- -------------
Net income $ 325.9 $ (12.5) $ 313.4
=============== ============== =============
Basic Earnings per Share:
Continuing operations $ 2.73 $ 0.26 $ 2.99
Discontinued operations 0.38 (0.38) --
--------------- -------------- -------------
Net Income $ 3.11 $ (0.12) $ 2.99
=============== ============== =============
Diluted Earnings per Share:
Continuing operations $ 2.68 $ 0.25 $ 2.93
Discontinued operations 0.36 (0.36) --
--------------- -------------- -------------
Net Income $ 3.04 $ (0.11) $ 2.93
=============== ============== =============
Weighted-average number of shares outstanding (in millions):
Basic 104.8 -- 104.8
Diluted 109.1 -- 109.1
(a) To reflect reduced interest expense as a result of debt reduction
(b) To record interest income on note receivable
4
5
(c) To tax effect adjustments at the effective tax rate from continuing
operations
(d) To eliminate income from discontinued operations - net of taxes
(c) Exhibits.
--------
Exhibit 2.1 Agreement for Sale and Purchase of Assets Between
The B.F.Goodrich Company and PMD Group Inc. dated
November 28, 2000, filed as Exhibit 2(A) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 2000, is incorporated herein by
reference.
5
6
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 15, 2001 By: /s/ Robert D. Koney, Jr.
---------------------------
Robert D. Koney, Jr.
Vice President and Controller
6