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): September 22, 1997
ROHR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6101 95-1607455
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
850 Lagoon Drive, Chula Vista, CA 91910
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 691-4111
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Item 5. Other Events.
(a) On September 22, 1997, The BFGoodrich Company ("BFGoodrich") and Rohr, Inc.
("Rohr") issued a joint press release announcing that BFGoodrich and Rohr have
signed a definitive agreement for Rohr 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 and to Exhibit 99.2 hereto which is a copy of the
definitive agreement.
(b) Robert Schippers, On Behalf of Himself and All Others Similarly Situated
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Plaintiff, vs. Rohr, Inc., et al., Defendants, Superior Court of the State of
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California, County of San Diego, Case No. 714307
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On September 23, 1997, the above-referenced lawsuit was filed against Rohr, the
members of its board of directors and The BFGoodrich Company arising out of the
recently announced merger agreement between Rohr and BFGoodrich. The lawsuit, a
purported class action filed by Robert Schippers in the California Superior
Court in San Diego, alleges that Rohr and its board of directors breached their
fiduciary duties to Rohr's stockholders by entering into a merger agreement with
BFGoodrich on an allegedly "preferential" basis, without performing a market
check or open auction for the sale of Rohr and without negotiations with all
potential bidders for Rohr. The lawsuit seeks an injunction against the merger
with BFGoodrich or, in the event the merger is consummated, rescission of the
merger and/or damages. Rohr believes that this lawsuit is without merit and
intends to defend against the lawsuit vigorously. Reference is made to Exhibit
99.3 which is a copy of the press release.
(c) Exhibits
99.1 Press Release, dated September 22, 1997
99.2 Agreement and Plan of Merger, dated as of September 22, 1997, among
The BFGoodrich Company, Midwest Acquisition Corporation and Rohr, Inc.
99.3 Rohr Press Release, dated September 26, 1997
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.
September 30, 1997 Rohr, Inc.
/s/ R.W. Madsen
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R.W. Madsen
Vice President,
General Counsel and
Secretary