AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2002
REGISTRATION NO. 333-98165
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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GOODRICH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York 34-0252680
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
FOUR COLISEUM CENTRE
2730 WEST TYVOLA ROAD
CHARLOTTE, NORTH CAROLINA 28217
(704) 423-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
----------------------------
ALEXANDER C. SCHOCH
GOODRICH CORPORATION
FOUR COLISEUM CENTRE
2730 WEST TYVOLA ROAD
CHARLOTTE, NORTH CAROLINA 28217
(704) 423-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
----------------------------
Copies to:
STEPHEN M. LYNCH KENNETH L. WAGNER JOHN W. WHITE
ROBINSON, BRADSHAW & HINSON, P.A. GOODRICH CORPORATION CRAVATH, SWAINE & MOORE
101 NORTH TRYON STREET FOUR COLISEUM CENTRE WORLDWIDE PLAZA
SUITE 1900 2730 WEST TYVOLA ROAD 825 EIGHTH AVENUE
CHARLOTTE, NORTH CAROLINA 28246 CHARLOTTE, NORTH CAROLINA 28217 NEW YORK, NEW YORK 10019
(704) 377-8355 (704) 423-7000 (212) 474-1000
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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [X]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted
PROSPECTUS
Subject to Completion, Dated September 6, 2002
$2,400,000,000
GOODRICH CORPORATION
DEBT SECURITIES
SERIES PREFERRED STOCK
COMMON STOCK
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
This prospectus provides you with a general description of securities
in an aggregate amount not to exceed $2,400,000,000 that we may offer from time
to time. These securities include debt securities, series preferred stock,
common stock, stock purchase contracts and stock purchase units. Each time we
sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of the sale and that may add to or update
the information in this prospectus. You should read this prospectus and the
applicable prospectus supplement carefully before you invest.
We may offer the securities in amounts, at prices and on terms
determined by market conditions at the time of the offering. We may sell
securities through agents we select or through underwriters and dealers we
select. We also may sell securities directly to investors. If we use agents,
underwriters or dealers to sell the securities, we will name them and describe
their compensation in a prospectus supplement.
Our common stock is listed on the New York Stock Exchange under the
trading symbol "GR." Any common stock sold pursuant to a prospectus supplement
will be listed on the New York Stock Exchange, subject to official notice of
issuance.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus is dated ____________, 2002.
TABLE OF CONTENTS
Page
----
About this Prospectus.........................................................3
Where You Can Find More Information...........................................3
Forward-Looking Statements....................................................4
The Company...................................................................5
Use of Proceeds...............................................................6
Ratio of Earnings to Fixed Charges............................................6
Description of Debt Securities................................................7
Description of Series Preferred Stock........................................16
Description of Common Stock..................................................19
Description of Stock Purchase Contracts and Stock Purchase Units.............25
Plan of Distribution.........................................................26
Legal Opinions...............................................................28
Experts......................................................................28
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we, Goodrich
Corporation, filed with the SEC using a "shelf" registration process. Under this
shelf process, we may sell any combination of the following securities:
o debt securities,
o series preferred stock,
o common stock,
o stock purchase contracts, and
o stock purchase units,
in one or more offerings up to a total dollar amount of $2,400,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of the securities
offered. Each prospectus supplement may also add to, update or change the
information contained or incorporated by reference in this prospectus. You
should read both this prospectus and the applicable prospectus supplement
together with the information described under the heading "Where You Can Find
More Information" directly below. In addition, a number of the documents and
agreements that we refer to or summarize in this prospectus, like our
certificate of incorporation, have been filed with the SEC as exhibits to the
registration statement. Before you invest in any of our securities, you should
read the relevant documents and agreements.
References to "Goodrich," "we," "us" or "our" refer to Goodrich
Corporation and, where the context requires, Goodrich Corporation and its
subsidiaries collectively.
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. Neither we,
nor any other person on our behalf, is making an offer to sell or soliciting an
offer to buy any of the securities described in this prospectus or in any
prospectus supplement in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any prospectus supplement
is accurate as of any date other than the date on the front of these documents.
There may have been changes in our affairs since the date of the prospectus or
any prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet from the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference room located at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room and their
copy charges.
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The SEC allows us to "incorporate by reference" in this prospectus the
information in documents filed with it. This means that we can disclose
important information to you by referring you to these documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed
earlier with the SEC or contained in this prospectus or any prospectus
supplement. Information furnished under Item 9 in our Current Reports on Form
8-K is not incorporated by reference in this prospectus. We furnished
information under Item 9 in our Current Reports filed January 30, 2002, April
24, 2002, June 19, 2002, July 24, 2002 and August 12, 2002.
We incorporate by reference in this prospectus the documents listed
below and any future filings that we may make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we, or our
agents, sell all of the securities that may be offered by this prospectus:
o Our Annual Report on Form 10-K for the year ended December 31,
2001;
o Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002 and June 30, 2002;
o Our Current Reports on Form 8-K filed February 13, 2002,
May 3, 2002 and June 17, 2002; and
o Our Registration Statement on Form 8-A filed on June 19, 1997
with respect to our preferred share purchase rights.
You may request a copy of these documents, at no cost to you, by
writing or telephoning us at the following address:
Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
Attention: Secretary
(704) 423-7000
Any statement made in this prospectus or any prospectus supplement
concerning the contents of any contract, agreement or other document is only a
summary of the actual document. You may obtain a copy of any document summarized
in this prospectus or any prospectus supplement at no cost by writing to or
telephoning us at the address and telephone number given above. Each statement
regarding a contract, agreement or other document is qualified in its entirety
by reference to the actual document.
FORWARD-LOOKING STATEMENTS
We believe that some of the information contained or incorporated by
reference in this prospectus constitutes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding our
future plans, objectives and expected performance. Specifically, statements that
are not historical facts, including statements accompanied by words such as
"believe," "expect," "anticipate," "intend," "estimate" or "plan," are intended
to identify forward-looking statements and convey the uncertainty of future
events or outcomes. We caution you that any such forward-looking statements are
based on assumptions that we believe are reasonable, but are subject to a wide
range of risks, and actual results may differ materially. Our Annual Report on
Form 10-K for the year ended December 31, 2001 and other reports filed with the
SEC explain the nature of a number of these forward-
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looking statements as well as some of the things that could cause our actual
results to differ materially from what we are expecting. You should read that
explanation before investing in our securities.
THE COMPANY
We are a leading worldwide supplier of aerospace components, systems
and services serving the commercial, military, regional, business and general
aviation markets. Our major products include aircraft engine nacelle and pylon
systems, aircraft landing gear, wheels and brakes, sensors and sensor-based
systems, fuel measurement and management systems, flight attendant and cockpit
seats, aircraft evacuation slides and rafts, optical and electro-optical
systems, space applications, ice protection systems and collision warning
systems. We also provide maintenance, repair and overhaul services on commercial
airframes and components.
Our business is conducted on a global basis with manufacturing, service
and sales undertaken in various locations throughout the world. Our products and
services are sold principally to customers in North America and Europe.
Our principal executive offices are located at Four Coliseum Centre,
2730 West Tyvola Road, Charlotte, North Carolina 28217, and our telephone number
is 704-423-7000. We were incorporated under the laws of the State of New York on
May 2, 1912 as the successor to a business founded in 1870.
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USE OF PROCEEDS
Unless we indicate otherwise in a prospectus supplement, we expect to
use the net proceeds from the sale of the securities for general corporate
purposes, which may include, among other things, working capital, financing
acquisitions, capital expenditures and the repayment of short-term and long-term
borrowings. Further details relating to the uses of the net proceeds of any
securities will be set forth in the applicable prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods
indicated is as follows:
Six Months Ended June 30, Twelve Months Ended December 31,
------------------------- ------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ---- ----
3.52 3.38 2.60 2.72 1.91 2.78 1.77
For these ratios, "earnings" consist of pre-tax income from continuing
operations before
o fixed charges (excluding capitalized interest and
distributions on trust preferred securities), and
o amortization of previously capitalized interest.
For these ratios, "fixed charges" consist of
o interest on all indebtedness (including capitalized interest
and interest costs on company-owned life insurance policies),
o amortization of debt discount or premium or capitalized
expenses related to debt,
o an interest factor attributable to rentals, and
o distributions on trust preferred securities.
There were no shares of preferred stock outstanding during any of the
periods indicated. Therefore, the ratio of earnings to fixed charges and
preferred stock dividends would have been the same as the ratio of earnings to
fixed charges for each period indicated.
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DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
A prospectus supplement will describe the particular terms and provisions of,
and the extent to which the general terms and provisions described below may
apply to, a series of debt securities.
We will issue the debt securities under an indenture between us and The
Bank of New York, as successor to Harris Trust and Savings Bank, as trustee,
dated as of May 1, 1991. If we use another trustee for a series of debt
securities, we will provide the details in a prospectus supplement.
We have summarized below selected provisions of the indenture and the
Trust Indenture Act of 1939. The summary does not contain all the provisions
that you may want to consider as an investor in our debt securities. You may
wish to review the indenture. We have filed a copy of the indenture with the
SEC, and the summary below includes references to the relevant sections of the
indenture so that you can locate them easily.
GENERAL
The indenture does not limit the amount of debt securities that we may
issue. Unless we state otherwise in a prospectus supplement, the debt securities
that we issue under this prospectus will not limit the amount of other debt that
we can issue.
The indenture allows us to issue debt securities in one or more series.
The prospectus supplement for a series of debt securities being offered will
include the specific terms of the debt securities. These terms will include all
or some of the following:
o the title of the debt securities;
o the principal amount and the permitted denominations of the
debt securities;
o the price or prices at which the debt securities will be
issued;
o the currency or currencies in which the principal of and any
interest on the debt securities will be payable;
o the dates on which principal and interest on the debt
securities will be payable;
o the interest rate, if any, for the debt securities or the
method that will be used to determine the interest rate;
o the places where principal and interest will be payable;
o any mandatory or optional repayment or redemption provisions;
and
o any other terms of the debt securities.
We are permitted under the indenture to issue debt securities of a
single series at various times, with different maturity dates and redemption and
repayment provisions, if any, and different interest rates.
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(Section 2.5) We will specify in the applicable prospectus supplement the
persons to whom and the manner in which any interest will be payable.
The debt securities will be unsecured, unsubordinated indebtedness of
Goodrich. The debt securities will rank equally with all our other unsecured and
unsubordinated indebtedness.
The debt securities will be issued in the denominations set forth in
the applicable prospectus supplement. The trustee will maintain a register of
the names of the holders of the debt securities. (Section 2.10) We will maintain
an office or agency where the debt securities may be presented for payment and
may be transferred or exchanged. (Section 3.2) We will not make any service
charges for any transfer or exchange of the debt securities, but we may require
a payment sufficient to cover any tax or other governmental charge payable on
the debt securities. (Section 2.10)
We may sell debt securities at a substantial discount below their
stated principal amount, and we may provide for the payment of no interest or
interest at a rate which at the time of issuance is below market rates. We will
describe the U.S. federal income tax consequences and other special
considerations applicable to any discounted debt securities in the prospectus
supplement relating to the discounted debt securities.
BOOK-ENTRY PROCEDURES
We may issue debt securities in the form of one or more global
certificates registered in the name of a depositary or a nominee of a
depositary. Unless we state otherwise in the applicable prospectus supplement,
the depositary will be The Depository Trust Company. The Depository Trust
Company has informed us that its nominee will be Cede & Co., who will be the
initial registered holder of any series of debt securities that are issued in
book-entry form.
If we use the book-entry only form for any series of debt securities,
we will not issue certificates to individual holders of the debt securities,
except as set forth below or in the applicable prospectus supplement. The
Depository Trust Company and its participating organizations will only show
beneficial interests in, and transfers of, book-entry securities on the records
that it and its participating organizations maintain. In addition, if any holder
of debt securities issued in book-entry form wants to take any action, it must
instruct the participating organization through which it holds the debt
securities. The participating organization must then instruct The Depository
Trust Company or Cede & Co., as the registered holder of the debt securities, to
take action.
The Depository Trust Company is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the United States Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered under Section 17A of
the Securities Exchange Act of 1934. The Depository Trust Company holds
securities that its participating organizations, or direct participants, deposit
with it. The Depository Trust Company also facilitates the clearance and
settlement of securities transactions among direct participants through
electronic book-entries, thereby eliminating the need for physical exchange of
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Other
organizations, including banks, brokers, dealers and trust companies that work
with a direct participant, also use The Depository Trust Company's book-entry
system. These organizations are referred to as indirect participants. The rules
that apply to The Depository Trust Company and its participants are on file with
the SEC.
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If anyone wishes to purchase, sell or otherwise transfer debt
securities in book-entry form, they must do so through a direct or indirect
participant. Under a book-entry format, holders of debt securities may
experience some delay in their receipt of payments. Holders will not be
recognized as registered holders of the debt securities and, thus, will be
permitted to exercise their rights only indirectly through and subject to the
procedures of direct participants and, if applicable, indirect participants.
The absence of physical certificates may limit the ability of a holder
to pledge debt securities issued in book-entry form to persons or entities that
do not participate in the Depository Trust Company system, or to otherwise act
with respect to the debt securities.
The Depository Trust Company has advised us that it will only take any
action permitted to be taken by a registered holder of any debt securities at
the direction of a direct participant.
Debt securities represented by a book-entry security will be
exchangeable for the debt securities in registered form with the same terms only
if:
o The Depository Trust Company notifies us that it is unwilling
or unable to continue as depositary or The Depository Trust
Company ceases to be a clearing agency registered under
applicable law and we do not appoint a new depositary within
90 days; or
o we determine that the global security is exchangeable.
Except as we describe in this section, a book-entry security may not be
transferred except as a whole by The Depository Trust Company to its nominee or
by its nominee to The Depository Trust Company or another of its nominees or to
a successor depositary appointed by us.
The information in this section about The Depository Trust Company and
the book-entry system has been obtained from sources that we believe to be
accurate, but we assume no responsibility for its accuracy. We have no
responsibility for the performance by The Depository Trust Company or its
participants of their obligations as described in this prospectus or under the
rules and procedures governing their operations.
CERTAIN COVENANTS
We must comply with the restrictive covenants in the indenture that are
described below.
DEFINITIONS
"Attributable Debt" with respect to any lease under which we are liable
is defined as the lesser of (1) the fair value of the property subject to that
lease as determined by certain of our officers or (2) the present value of the
total net amount of rent we must pay under that lease until it expires,
calculated using a discount rate determined by certain of our officers and
compounded semiannually. The net amount of rent we must pay under any lease for
any period is the amount of rent payable for the period, excluding payments for
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges. For any lease that we may terminate by paying a penalty, the net amount
of rent includes the penalty, but no rent is included after the first date upon
which the lease may be terminated.
"Consolidated Net Tangible Assets" is defined as the total amount of
assets (minus applicable reserves and properly deductible items) minus (1) all
current liabilities, excluding (a) those which are extendible or renewable to
more than 12 months after the time as of which the amount of the liability is
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being computed, (b) current maturities of long-term indebtedness and (c) capital
lease obligations, and (2) all goodwill, in each case as shown on our audited
financial statements.
"Debt" is defined as indebtedness for money borrowed or any other
indebtedness evidenced by notes, bonds, debentures or other similar documents.
"Funded Debt" is defined as all indebtedness for money borrowed (1)
with a maturity of more than 12 months after the date on which the amount of
indebtedness is determined or (2) with a maturity that is less than 12 months
from that date but which is renewable or extendible beyond 12 months from that
date at the borrower's option.
"Principal Property" is defined as any building, structure or other
facility, the land upon which it stands and the fixtures that are a part of it,
(1) that is used primarily for manufacturing and is located in the United States
and (2) the net book value of which exceeds 3% of Consolidated Net Tangible
Assets. Principal Property does not include (1) any building, structure or
facility that, in the opinion of our board of directors, is not of material
importance to our total business or (2) any portion of a particular building,
structure or facility that, in the opinion of our board of directors, is not of
material importance to the use or operation of that building, structure or
facility.
"Restricted Subsidiary" is defined as any Subsidiary (1) with
substantially all its property located in the United States or carrying on
substantially all its business within the United States and (2) which owns a
Principal Property. "Restricted Subsidiary," however, does not include any
Subsidiary whose primary business (1) consists of financing operations in
connection with leasing and conditional sales transactions on behalf of
Goodrich, (2) consists of purchasing accounts receivable or making loans secured
by accounts receivable or inventory or (3) is that of a finance company.
"Subsidiary" is defined as any company in which we and/or one or more
of our subsidiaries own, directly or indirectly, at least a majority of the
outstanding voting stock.
LIMITATION ON LIENS
The indenture prohibits us and our Restricted Subsidiaries from
incurring, issuing, assuming or guaranteeing any Debt secured by any sort of
lien on
(1) any Principal Property owned by us or a Restricted Subsidiary,
(2) any stock in any Restricted Subsidiary, or
(3) any Debt of any Restricted Subsidiary,
without securing all outstanding series of debt securities equally and ratably
with (or prior to) the secured Debt to be incurred, issued, assumed or
guaranteed, unless the aggregate principal amount of that secured Debt together
with (1) all secured Debt that would otherwise be prohibited, and (2) all of our
and our Restricted Subsidiaries' Attributable Debt in respect of sale and
leaseback transactions that would otherwise be prohibited by the covenant
limiting sale and leaseback transactions described below, would not exceed 10%
of Consolidated Net Tangible Assets. The restriction described above does not
apply to guarantees related to the sale, discount, guarantee or pledge of notes,
chattel mortgages, leases, accounts receivable, trade acceptances and other
paper arising in the ordinary course of business out of installment or
conditional sales of merchandise, equipment or services to distributors, dealers
or other customers and similar transactions involving retention of title.
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In addition, the restriction described above will not apply to Debt
secured by the following:
o liens on property, stock or Debt of any corporation existing
at the time it becomes a Restricted Subsidiary;
o liens to secure indebtedness of a Restricted Subsidiary to us
or to another Restricted Subsidiary;
o liens for taxes, assessments or governmental charges or levies
(a) that are not yet due and delinquent or (b) the validity of
which we are contesting, or deposits to obtain the release of
these liens;
o liens of materialmen, mechanics, carriers, workmen, repairmen,
landlords or other similar liens, or deposits to obtain the
release of these liens;
o liens arising under legal process the execution or enforcement
of which is stayed and which are being contested in good
faith;
o liens (a) to secure public or statutory obligations, (b) to
secure payment of workmen's compensation, (c) to secure
performance in connection with tenders, leases of real
property, bids or contracts or (d) to secure (or in lieu of)
surety or appeal bonds, and liens made in the ordinary course
of business for similar purposes;
o liens in favor of the United States, any state in the United
States, or any agency, department, instrumentality or
political subdivision thereof or of any other country or
political subdivision thereof, to secure payments pursuant to
any contract or statute or to secure any debt incurred to
finance the purchase price or the cost of construction of the
property subject to the lien;
o liens on property, stock or Debt of a corporation (a) existing
at the time we acquired the corporation (including
corporations with which we merged or consolidated or purchased
substantially all the properties of), (b) that secure the
payment of the purchase price, construction cost or
improvement cost thereof or (c) that secure any Debt incurred
prior to, at the time of, or within one year after we acquired
the property, shares or Debt, or completed the construction on
or commenced commercial operation of the property, whichever
is later, for the purpose of financing the purchase price or
construction cost;
o liens existing at the date of the indenture; and
o any extension, renewal or replacement of any of the foregoing
liens that does not increase the Debt secured by such lien and
that is limited to all or a part of the same property, stock
or Debt that secured the original lien. (Section 3.4)
LIMITATION ON SALES AND LEASEBACKS
The indenture provides that neither we nor any Restricted Subsidiary
may enter into any sale and leaseback transaction with any bank, insurance
company or other lender or investor where we or the Restricted Subsidiary would
lease a Principal Property for a period totaling more than three years if that
Principal Property has been or will be sold by us or a Restricted Subsidiary
within one year after acquisition, completion of construction or commencement of
full operations thereof to that investor or lender or to any person to whom that
lender or investor has made funds available on the security of that Principal
Property, unless either:
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o we or the Restricted Subsidiary could create Debt secured by a
lien on the Principal Property to be leased back in an amount
equal to the Attributable Debt with respect to that sale and
leaseback transaction without equally and ratably securing the
debt securities of all series pursuant to the provisions of
the covenant on limitation on liens described above; or
o we apply within 270 days after the sale or transfer by us or
the Restricted Subsidiary an amount equal to the greater of
(1) the net proceeds of the sale of the Principal Property
sold and leased back pursuant to the arrangement and (2) the
fair market value of the Principal Property (as determined by
certain of our officers) so sold and leased back at the time
of entering into the arrangement to
o the purchase of different property, facilities or
equipment that has a value at least equal to the net
proceeds of the sale or
o the retirement of our Funded Debt.
The amount to be applied to the retirement of our Funded Debt will,
however, be reduced by (1) the principal amount of any debt securities issued
under the indenture (or, if any of those debt securities are original issue
discount debt securities, the portion of the principal amount that is due and
payable with respect to those debt securities pursuant to a declaration in
accordance with Section 4.1 of the indenture) delivered within 270 days after
the relevant sale to the trustee for retirement and cancellation and (2) the
principal amount of Funded Debt, other than the debt securities issued under the
indenture, voluntarily retired by us within 270 days after the relevant sale. We
may not effect any retirement of Funded Debt referred to above by payment at
maturity or pursuant to any mandatory sinking fund payment or any mandatory
prepayment provision. (Section 3.5)
ABSENCE OF OTHER RESTRICTIONS
The indenture does not contain:
o any restrictions on the declaration of dividends;
o any requirements concerning the maintenance of any asset
ratio; or
o any requirement for the creation or maintenance of reserves.
CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
The indenture permits us to consolidate or merge with or into another
entity, and to sell, convey or lease all or substantially all our property to
another entity, only if certain conditions in the indenture are met including:
o the successor entity, purchaser or lessee expressly assumes
our obligations on the debt securities and under the
indenture; and
o we are not, or our successor is not, as the case may be, in
default under any covenant or condition in the indenture
immediately after giving effect to the consolidation, merger,
sale, conveyance or lease. (Article Eight)
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EVENTS OF DEFAULT, WAIVER AND NOTICE
"Event of Default" when used with respect to a series of debt
securities issued under the indenture will mean any of the following:
o our failure to pay any interest on the debt securities of that
series for a period of 10 days after the interest was due;
o our failure to pay the principal on the debt securities of
that series;
o our failure to deposit any sinking fund payment on the debt
securities of that series;
o our failure to perform any other covenant or agreement in the
indenture with respect to that series of debt securities, and
the continuance of that failure for 90 days after the trustee
or the holders of at least 25% of the aggregate principal
amount of the debt securities of that series have given notice
to us (and, in the case of a notice from the holders, the
trustee) of such failure;
o acceleration of any indebtedness of ours (1) with a principal
amount of more than $50,000,000, or (2) under any mortgage,
indenture or other instrument that permits the incurrence by
us of more than $50,000,000 of indebtedness, in either case
that is not discharged, rescinded or annulled within 10 days
after the trustee or the holders of at least 25% of the debt
securities of such series have given to us (and, in the case
of a notice of the holders, the trustee) written notice of
this default;
o various events involving our bankruptcy, insolvency or
reorganization; and
o any other Event of Default established with respect to debt
securities of that series. (Sections 2.5 and 4.1)
Within 90 days after the occurrence of a default, the trustee will give
all holders of debt securities of the affected series notice of all defaults
known to it. Except in the case of a default in the payment of principal,
interest or any sinking fund installment, the trustee may withhold notice if and
so long as it in good faith determines that withholding notice is in the
interests of the holders. (Trust Indenture Act)
If an Event of Default with respect to any series of debt securities
occurs and is continuing, either the trustee or the holders of at least 25% of
the aggregate principal amount of the debt securities of that series may by
written notice to us declare the principal (or, in the case of original issue
discount debt securities, the portion specified in the applicable prospectus
supplement) of the debt securities of that series and any accrued interest to be
due and payable immediately. Once this has happened, subject to various
conditions, the holders of a majority of the aggregate principal amount of the
debt securities of that series can annul the declaration of acceleration and
waive the past defaults, except that they cannot waive uncured defaults in the
payment of principal, any premium or any interest. (Sections 4.1 and 4.9)
We must file on an annual basis with the trustee, among other things, a
written statement of one of our officers regarding his knowledge of our
compliance with all conditions and covenants under the indenture. (Trust
Indenture Act)
The holders of at least a majority in aggregate principal amount of the
debt securities of each series affected (with each series voting separately as a
class) may direct the time, method and place of
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conducting any proceeding for any remedy available to the trustee, or exercising
any trust or power given under the indenture to the trustee. (Section 4.8)
The trustee does not have to exercise any of its rights or powers at
the direction of the holders of debt securities unless the holders offer the
trustee reasonable security or indemnity against expenses and liabilities.
(Section 5.1(d))
DEFEASANCE
DEFEASANCE AND DISCHARGE
The indenture provides that we will be discharged from any and all
obligations with respect to the debt securities of any series (other than
various obligations regarding transfer, exchange, cancellation of debt
securities, destroyed, lost or stolen debt securities, temporary securities,
offices for payment, paying agents and obligations with respect to the trustee)
if we deposit with the trustee in trust money and/or U.S. government obligations
that will provide enough money to pay the principal of, each installment of
interest on, and any mandatory sinking fund payments with respect to, the debt
securities of that series on the stated maturity of those payments in accordance
with the terms of the indenture and those debt securities. (Section 12.2 and
12.4)
We may only establish this kind of trust if, among other things, we
have delivered to the trustee an opinion of counsel stating that, due to an
Internal Revenue Service ruling or a change in federal income tax law, holders
of those debt securities will not recognize income, gain or loss for federal
income tax purposes as a result of that deposit, defeasance and discharge and
will be subject to federal income tax on the same amount, in the same manner and
at the same times, as would have been the case if that deposit, defeasance and
discharge had not occurred. (Section 12.4)
DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT
The indenture provides that we may choose not to comply with the
covenants described above under "Limitation on Liens" and "Limitations on Sales
and Leasebacks" and with Section 4.1(d) of the indenture (described above in the
fourth bullet point under "Events of Default, Waiver and Notice") without
triggering an Event of Default with respect to a particular series of debt
securities, if we deposit with the trustee in trust money and/or U.S. government
obligations which through the payment of interest and principal will provide
enough money to pay the principal of, each installment of interest on, and any
mandatory sinking fund payments with respect to, the debt securities of that
series on the stated maturity of those payments in accordance with the terms of
the indenture and those debt securities. Our other obligations under the
indenture and those debt securities and other Events of Default will remain in
full force and effect. (Section 12.3 and 12.4)
We may only establish this kind of trust if, among other things, we
have delivered to the trustee an opinion of counsel stating that the holders of
those debt securities will not recognize income, gain or loss for federal income
tax purposes as a result of that deposit and defeasance of certain covenants and
Events of Default and will be subject to federal income tax on the same amounts,
in the same manner and at the same times, as would have been the case if that
deposit and defeasance had not occurred. (Section 12.4)
If we exercise the option described in this section and the debt
securities of the relevant series are declared due and payable because of the
occurrence of any Event of Default (other than the Event of Default described
above in the fourth bullet point under "Events of Default, Waiver and Notice"),
the amount of money and U.S. government obligations on deposit with the trustee
will be sufficient to pay
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amounts due on those debt securities at the time of their stated maturity but
may not be sufficient to pay amounts due on those debt securities at the time of
the acceleration resulting from that Event of Default.
SATISFACTION AND DISCHARGE OF THE INDENTURE
The indenture generally will cease to be of any further effect with
respect to a series of debt securities if:
o we have paid the principal of and interest on all debt
securities of that series (with certain limited exceptions)
when these debt securities have become due and payable;
o we have delivered to the trustee for cancellation all debt
securities of that series (with certain limited exceptions);
or
o all debt securities of that series not previously delivered to
the trustee for cancellation have become due and payable or
will become due and payable or subject to redemption within
one year, and we have deposited with the trustee as trust
funds the entire amount sufficient to pay at maturity or upon
redemption all of these debt securities (with certain limited
exceptions).
In addition, we must pay all other sums payable by us under the indenture with
respect to that series of debt securities. (Section 9.1)
CHANGES TO THE INDENTURE
Holders who own not less than 50% in principal amount of the
outstanding debt securities of all series affected can agree to amend the
indenture or the rights of the holders of those debt securities. However,
without the consent of each affected holder of debt securities, no amendment
can:
o extend the fixed maturity of those debt securities;
o reduce the principal amount of, or premium on, those debt
securities;
o reduce the rate or the time of payment of interest on those
debt securities;
o change the currency of those debt securities;
o reduce the portion of the principal amount of original issue
discount debt securities payable upon acceleration of the
maturity thereof;
o reduce the portion of the principal amount of those debt
securities provable in bankruptcy;
o reduce amounts payable upon redemption of those debt
securities;
o reduce the overdue rate of interest on those debt securities;
o impair any right of repayment at the option of the holders of
those debt securities; or
o reduce the percentage of principal amount of debt securities
required to amend the indenture. (Section 7.2)
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We may amend the indenture in certain circumstances without your
consent to evidence our merger with another company or the replacement of the
trustee and for certain other purposes. (Section 7.1)
CONCERNING THE TRUSTEE
The Bank of New York will serve as trustee under the indenture. We
maintain deposit accounts and conduct other banking transactions with The Bank
of New York in the ordinary course of our business. If we use a different
trustee for any debt securities, we will let you know in the prospectus
supplement.
DESCRIPTION OF SERIES PREFERRED STOCK
We have summarized below provisions of our certificate of incorporation
relating to our series preferred stock. The summary does not contain all the
provisions that you may want to consider as an investor in our series preferred
stock. You may wish to review our certificate of incorporation. We have filed a
copy of our certificate of incorporation with the SEC.
GENERAL
Our certificate of incorporation authorizes us to issue 10,000,000
shares of series preferred stock, par value $1.00 per share, in one or more
series. However, shares of our series preferred stock that have been redeemed
are deemed retired and extinguished and may not be reissued. As of June 30,
2002, 2,401,673 shares of series preferred stock have been redeemed, 7,598,327
shares of series preferred stock were available for issuance in the future, and
no shares of series preferred stock were outstanding.
Our board of directors has the power, without shareholder approval, to
create one or more series of series preferred stock, to issue shares of series
preferred stock up to the maximum number of shares of series preferred stock
available for issuance, and to fix the terms of each series of series preferred
stock, including the following:
o the number of shares to be issued in a particular series;
o the dividend rate on the shares of that series, including
whether dividends will be cumulative;
o whether the shares of that series will be redeemable, and if
they are, the circumstances under which they will be
redeemable;
o whether the shares of that series will be convertible into or
exchangeable for other securities, and if so, the terms and
conditions on which they may be converted or exchanged;
o the amount payable on the shares of that series if we should
liquidate, dissolve or wind-up our business;
o the circumstances, if any, under which a holder of the shares
may vote; and
o any other terms as long as they do not violate our certificate
of incorporation or any resolution of our board of directors.
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The particular terms of any series of preferred stock that we may offer
will be described in a prospectus supplement.
DIVIDENDS
Dividends on outstanding shares of series preferred stock must be paid
before any dividends may be paid on shares of common stock. All shares of series
preferred stock will be of equal rank as to the payment of dividends, but two or
more series may differ as the existence and extent of the right to receive
cumulative dividends.
VOTING RIGHTS
Except as otherwise provided by law or in the terms of a series of
preferred stock, holders of series preferred stock will not have any right to
vote on matters submitted to our shareholders. However, at any time after we
have failed to pay six quarterly dividends on one or more series of our
preferred stock entitled to receive cumulative dividends, the holders of those
series of cumulative preferred stock will be entitled to elect two members of
our board of directors. In addition, at any time after we have failed to pay six
quarterly dividends on one or more series of our non-cumulative preferred stock,
the holders of those series of non-cumulative preferred stock will be entitled
to elect two members of our board of directors. The right to elect directors
will continue in effect until all cumulative dividends in arrears have been paid
in full, with respect to shares of series preferred stock entitled to receive
cumulative dividends, and until all non-cumulative dividends have been paid in
full for four consecutive quarterly dividend periods, with respect to shares of
non-cumulative series preferred stock. Holders of series preferred stock who
become entitled to vote in accordance with these provisions will have not more
than one vote per share.
LIQUIDATION
If we liquidate, dissolve or wind-up our business, whether voluntarily
or not, holders of shares of series preferred stock will be entitled to be paid
their preferential liquidation amount before any payments may be made to holders
of our common stock. If our assets are insufficient to pay in full the
preferential liquidation amount of all series preferred stock, our assets will
be distributed to the holders of our series preferred stock ratably in
accordance with the respective preferential liquidation amounts.
REDEMPTION
If a series of our preferred stock is redeemable, we may redeem all or
any part of the series by paying the redemption price plus all accrued and
unpaid dividends to the date fixed for redemption. However, we may not redeem
any series preferred stock unless all cumulative accrued and unpaid dividends
have been paid in full or if the redemption would reduce our net assets below
the aggregate amount payable upon liquidation, dissolution or winding up of our
business to the holders of shares having rights senior or equal to the series
preferred stock that is being redeemed. If we redeem less than the entire amount
of a series of preferred stock, the shares to be redeemed will be selected by
lot or pro rata in any manner determined by our board of directors to be fair
and proper. Shares of our series preferred stock that are redeemed will be
retired and extinguished and may not be reissued.
JUNIOR PREFERRED STOCK
Currently, our only authorized series of preferred stock is the Junior
Participating Preferred Stock, Series F, par value $1.00 per share, which we
refer to as the junior preferred stock. The junior preferred stock is issuable
upon the exercise of the rights issued under our shareholder rights plan, which
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is described under "Description of Common Stock - Anti-Takeover Provisions;
Shareholder Rights Plan." We are authorized to issue up to 200,000 shares of
junior preferred stock.
DIVIDEND RIGHTS
Subject to the rights of the holders of any of our shares ranking prior
to the junior preferred stock, holders of shares of junior preferred stock will
be entitled to receive a preferential quarterly dividend payable on the first
day of January, April, July and October of each year. The per share quarterly
dividend will be equal to 1,000 times the dividend per share declared on our
common stock, but in no event less than $10.00 per share. These dividend rates
are subject to customary adjustments to prevent dilution as a result of stock
dividends, stock splits, reverse stock splits and reclassifications of our
common stock. To the extent not paid, dividends on the junior preferred stock
will accrue and be cumulative. Accrued but unpaid dividends will not bear
interest.
VOTING RIGHTS
Each share of junior preferred stock has 1,000 votes on all matters
submitted to a vote of our shareholders. These voting rights are subject to
customary adjustments to prevent dilution as a result of stock dividends, stock
splits, reverse stock splits and reclassifications of our common stock.
Generally, the holders of junior preferred stock and the holders of common stock
will vote together as one class unless otherwise provided by our certificate of
incorporation or applicable law.
LIQUIDATION RIGHTS
If we liquidate, dissolve or wind-up our business:
o no distributions will be made to the holders of shares of
stock ranking junior to the junior preferred stock unless the
holders of shares of junior preferred stock have received an
amount per share equal to the greater of
o $1,000 plus all accrued and unpaid dividends and
o 1,000 times the aggregate amount to be distributed per
share to the holders of our common stock; and
o no distributions will be made to the holders of shares of
stock ranking on a parity with the junior preferred stock,
except distributions made ratably on the junior preferred
stock and all other parity stock in proportion to the total
amounts to which holders of all such shares are entitled upon
liquidation, dissolution or winding up.
These liquidation rights are subject to customary adjustments to
prevent dilution as a result of stock dividends, stock splits, reverse stock
splits and reclassifications of our common stock.
EFFECT OF MERGERS, CONSOLIDATIONS AND OTHER TRANSACTIONS
If we merge, consolidate, combine or enter into other transactions in
which our common stock is exchanged for other stock or securities, cash or any
other property, each share of junior preferred stock will be similarly exchanged
for an amount equal to 1,000 times the aggregate amount of stock, securities,
cash and other property, as the case may be, into which each share of common
stock is exchanged. These rights are subject to customary adjustments to prevent
dilution as a result of stock dividends, stock splits, reverse stock splits and
reclassifications of our common stock.
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RANKING OF JUNIOR PREFERRED STOCK
The shares of junior preferred stock rank senior to our common stock as
to the payment of dividends and the distribution of assets.
CERTAIN RESTRICTIONS
Unless we have paid all dividends and distributions payable on our
junior preferred stock, we may not:
o declare or pay dividends or other distributions on any shares
of stock ranking junior to the junior preferred stock;
o declare or pay dividends or other distributions on any shares
of stock ranking on a parity with the junior preferred stock,
except dividends paid ratably on the junior preferred stock
and the parity stock;
o acquire shares of any stock ranking junior to the junior
preferred stock, except that we may acquire any stock ranking
junior to the junior preferred stock in exchange for shares of
any of our stock ranking junior to the junior preferred stock;
or
o acquire shares of junior preferred stock or any stock ranking
on a parity with the junior preferred stock, except in
accordance with a purchase offer made to all holders of these
shares upon terms that our board of directors, after
considering the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes, determines in good faith to result in fair and
equitable treatment among the respective series or classes.
We may not permit any of our subsidiaries to acquire any shares of our
stock unless we could acquire the shares in accordance with the terms of the
junior preferred stock.
REACQUIRED SHARES
If we acquire any shares of junior preferred stock, we will promptly
retire and cancel them.
REDEMPTION
Shares of junior preferred stock are not redeemable.
DESCRIPTION OF COMMON STOCK
We have summarized below provisions of our certificate of incorporation
and our shareholder rights agreement. This summary does not contain all the
provisions that you may want to consider as an investor in our common stock. You
may wish to review our certificate of incorporation and shareholders rights
agreement. We have filed copies of our certificate of incorporation and
shareholder rights agreement with the SEC.
GENERAL
We have authority to issue 200,000,000 shares of common stock, par
value $5.00 per share. As of June 30, 2002, 102,100,408 shares were outstanding
(excluding 14,018,598 shares held by wholly
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owned subsidiaries). Our common stock is listed on the New York Stock Exchange
under the symbol "GR." As described below under "-Anti-Takeover Provisions;
Shareholder Rights Plan," each outstanding share of our common stock carries
with it one preferred share purchase right.
DIVIDENDS
Subject to the rights of any outstanding series preferred stock, the
holders of common stock may receive dividends when declared by our board of
directors out of surplus legally available for the payment of dividends.
VOTING RIGHTS
Holders of shares of common stock are entitled to one vote per share in
the election of directors and other matters. There is no cumulative voting.
LIQUIDATION RIGHTS
If we liquidate, dissolve or wind-up our business, whether voluntarily
or not, holders of our common stock will share on a pro rata basis in the
distribution of all assets remaining after we pay our liabilities and any
required amounts to the holders of any shares ranking senior to our common
stock.
OTHER PROVISIONS
Holders of our common stock have no preemptive, subscription,
redemption or conversion rights.
ANTI-TAKEOVER PROVISIONS
Certain provisions of our certificate of incorporation and New York
law, and our shareholder rights plan, may make it more difficult for someone to
acquire control of us or to remove our management.
APPROVAL OF CERTAIN MERGERS, CONSOLIDATIONS, SALES AND LEASES. Our
certificate of incorporation requires us to get the approval of the holders of
80% of our voting stock, in addition to any vote required by law, before we may
enter into various transactions with substantial shareholders, including the
following:
o a merger or consolidation between us and a substantial
shareholder or an affiliate or associate of a substantial
shareholder;
o the sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with a substantial shareholder or any
affiliate or associate of a substantial shareholder involving
any of our assets or securities having a fair market value of
$25 million or more;
o the adoption of any plan or proposal to liquidate or dissolve
us proposed by a substantial shareholder or any affiliate or
associate of a substantial shareholder; or
o any reclassification of our securities, recapitalization, or
merger or consolidation of us with any of our subsidiaries or
other transaction that increases the proportionate share of
any class or series of our stock, or securities convertible
into our stock or equity securities of any of our
subsidiaries, that is beneficially owned by a substantial
shareholder or any affiliate or associate of a substantial
shareholder.
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Our certificate of incorporation defines a substantial shareholder as
any individual, firm, corporation or other entity that:
o beneficially owns, directly or indirectly, more than 20% of
our voting stock;
o is an affiliate or associate of ours and at any time within a
specified time period was the beneficial owner, directly or
indirectly, of more than 20% of our voting stock; or
o is an assignee of or has otherwise succeeded to any shares of
our voting stock that were at any time within a specified time
period beneficially owned by a substantial shareholder, if the
assignment or succession occurred in a transaction or series
of transactions not involving a public offering under the
Securities Act of 1933.
The 80% shareholder approval voting requirement does not apply to any
transaction if:
o it was recommended by a majority of our disinterested
directors, which our certificate of incorporation defines as
any director who:
o is not affiliated with a substantial shareholder and
was a member of the board of directors prior to when
the substantial shareholder became a substantial
shareholder, or
o is the successor to a disinterested director and who
is not affiliated with a substantial shareholder and
was recommended to become a director by a majority of
our disinterested directors; or
o certain price and procedural requirements are met as follows:
o Price. The consideration to be received by the
holders of our stock in the transaction must be in
cash or in the same form and in the same relative
proportion as previously paid by or on behalf of the
substantial shareholder or any associate or affiliate
of the substantial shareholder for that class or
series of stock. In addition, the per-share amount of
cash plus the value of any non-cash consideration to
be received by holders of our stock must equal or
exceed:
o the highest per share price paid by the
substantial shareholder for the stock within
a specified time period or in the
transaction in which the substantial
shareholder became a substantial
shareholder, whichever is higher;
o the highest closing price of the stock
within a specified time period; and
o in the case of holders of preferred stock,
the highest preferential amount to which the
holders are entitled if we were to
liquidate, dissolve or wind-up our business.
o Procedural Requirements. After a substantial
shareholder has become a substantial shareholder:
o except as recommended by a majority of our
disinterested directors, we must pay full
quarterly dividends on any shares of our
preferred stock outstanding, we must not
reduce the annual rate of dividends on our
common stock, and we must increase the
annual rate of dividends on our common stock
to reflect any reclassification,
recapitalization, reorganization or any
similar transaction that
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has the effect of reducing the number of
outstanding shares of our common stock;
o the substantial shareholder must not receive
the benefit, directly or indirectly, of any
loans, advances, guarantees, pledges or
other financial assistance or any tax
credits or other tax advantages provided by
us;
o we must mail a proxy statement to our
shareholders describing the proposed
transaction in accordance with the
requirements of the Securities Exchange Act
of 1934 at least 30 days prior to the
completion of the transaction; and
o the substantial shareholder must not make
any material change in our business or
equity structure without the recommendation
of a majority of our disinterested
directors.
These anti-takeover provisions may be amended or repealed only with the
approval of the holders of 80% of our voting stock, unless the amendment or
repeal is recommended by a majority of our disinterested directors.
SHAREHOLDER RIGHTS PLAN. Each outstanding share of our common stock
carries with it one preferred share purchase right. Each right allows the
registered holder to purchase directly from us one one-thousandth of a share of
our junior preferred stock for a purchase price of $200. The terms of the rights
are described in a rights agreement, dated as of June 2, 1997, between Goodrich
and The Bank of New York, as rights agent.
Each share of our junior preferred stock generally has voting and
dividend rights that are intended to be equivalent to one thousand shares of our
common stock. The terms of the junior preferred stock are described under
"Description of Series Preferred Stock - Junior Preferred Stock" beginning on
page 17.
The preferred share purchase rights are not exercisable until a
distribution date has occurred, as described below. Before a distribution date
has occurred, the rights will trade with shares of our common stock and will be
evidenced by the certificates that evidence our shares of common stock. On the
distribution date, the rights will separate from the common stock. As soon as
possible after a distribution date, we will send each record holder of rights a
separate certificate evidencing the rights.
A distribution date generally will occur upon the earlier of
o ten business days after a public announcement that a person
has become an acquiring person, or
o ten business days after the commencement of, or announcement
of an intention to commence, a tender or exchange offer that
would result in a person becoming an acquiring person.
Under the plan, a person (other than us or any of our employee benefit
plans) will become an acquiring person if that person, together with any
affiliated or associated persons, acquires, or obtains the right to acquire or
vote, 20% or more of our outstanding common stock, subject to certain exceptions
described in the plan.
In the context of a tender or exchange offer, our board of directors
may extend the period of time following the commencement or announcement of the
offer on which a distribution date will be deemed to occur. In addition, if our
board of directors determines in good faith that a person has inadvertently
22
become an acquiring person, and if that person promptly reduces its beneficial
ownership of common stock to less than 20% of our outstanding common stock, that
person will not be deemed to be an acquiring person under the plan.
If a person becomes an acquiring person, the holder of each right may
exercise the right into a number of shares of our common stock having a then
current market value of two times the purchase price of the right. If there are
an insufficient number of shares of common stock to permit the exercise of the
rights in full, we will substitute shares of junior preferred stock or fractions
thereof that have the same market value as the shares of common stock that would
otherwise be issued upon exercise of the rights.
In addition, if
o we are acquired in a merger or other business combination
transaction or
o 50% or more of our consolidated assets or earning power is
sold
after a person has become an acquiring person, arrangements will be made so that
the holder of each right may exercise the right into a number of shares of
common stock of the acquiring company that have a then current market value of
two times the purchase price of the right.
Any rights held by any person who becomes an acquiring person and its
affiliates and associates will be void, and the holder of these rights will not
be entitled to exercise the rights.
If a person has become an acquiring person but has not acquired
beneficial ownership of 50% or more of our outstanding common stock, we may
exchange the rights in whole or in part for
o shares of our common stock at an exchange ratio of one share
of common stock per right, or
o if we do not have a sufficient number of shares of our common
stock to permit the exchange, shares of our junior preferred
stock or fraction thereof having a market value equal to one
share of common stock.
The rights will expire at the close of business on August 2, 2007, or
earlier if
o we redeem them, or
o we exchange them for shares of our common stock or junior
preferred stock.
Until a right is exercised, the holder of a right will have no rights
as a shareholder. Under the rights agreement, we may pay cash instead of issuing
certificates for fractions of a right or a share of our junior preferred stock,
other than fractions which are integral multiples of one one-thousandth of a
share of junior preferred stock.
Until a person has become an acquiring person, we may
o redeem the rights in whole, but not in part, at a price of
$0.01 per right, and
o supplement or amend the rights agreement without the approval
of the holders of the rights.
Our board of directors may establish the timing, basis and conditions
of the redemption.
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After any person becomes an acquiring person, we may not amend the
rights agreement in any manner that would adversely affect the interests of the
holders of the rights.
The purchase price, exchange ratio, redemption price and number of
shares of our junior preferred stock or other securities or property that will
be issued upon the exercise of the rights are subject to customary adjustments
to prevent dilution as a result of stock dividends, stock splits, reverse stock
splits, reclassifications and other events described in the rights agreement.
The rights have certain anti-takeover effects. The rights will cause
substantial dilution of the ownership interests of anyone who attempts to
acquire us without conditioning the offer on the rights being redeemed or a
substantial number of rights being acquired. The rights should not interfere
with any merger or other business combination approved by our board of directors
because the rights are either redeemable, are not exercisable or do not go into
effect under those circumstances.
INTERESTED SHAREHOLDER TRANSACTIONS. New York law prohibits us from
engaging in a business combination with the beneficial owner of 20% or more or
our stock for five years after the shareholder acquired the stock, unless:
o the shareholder's acquisition of our stock was approved by our
board of directors before the purchase; or
o the business combination was approved by our board of
directors before the shareholder's acquisition of our stock.
After the expiration of the five-year period, the business combination
generally will be permitted if:
o the combination was approved by the holders of a majority of
the outstanding shares of our voting stock owned by our
disinterested shareholders at a meeting called no earlier than
five years after the shareholder acquired 20% or more of our
stock; or
o the price paid to all shareholders is equal to or more than
the greater of
o the price paid by the 20% shareholder,
o the market value of our stock when it was acquired by
the 20% shareholder or when the business combination
was announced, plus interest and less dividends, and
o in the case of holders of preferred stock, the
dividends and highest preferential amount to which
the holders would be entitled to receive if we were
to liquidate, dissolve or wind-up our business.
ANTI-GREENMAIL PROVISIONS. New York laws prohibits us from acquiring
more than 10% of our stock from a shareholder who has held the shares for less
than two years at any price that is more than the market price, unless the
transaction was approved by both our board of directors and a majority of our
shareholders entitled to vote, or unless we offer to purchase shares from all
our shareholders on the same terms. In addition, our certificate of
incorporation contains a similar requirement applicable to any purchase by us of
our shares from a beneficial owner of 3% or more of the class of securities
being acquired.
24
ADVANCE NOTICE PROVISIONS. Under our bylaws, a shareholder may not
nominate a person for election to the board of directors or propose that any
other business be considered at any annual meeting of shareholders unless the
shareholder gives us timely notice of this action. To be timely, the notice must
be delivered to us not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year's meeting. However, if the date of our
annual meeting is advanced by more than 30 days or delayed by more than 60 days
from the anniversary date of our meeting in the preceding year, notice must be
delivered no earlier than the 120th day prior to the meeting and not later than
90 days prior to the meeting or the 10th day following the day on which public
announcement of the date of the meeting is first made. The notice must set forth
certain information described in our bylaws. Similar notice requirements apply
for shareholder nominations of directors at any special meeting at which
directors are to be elected.
SPECIAL SHAREHOLDER MEETINGS. Under our bylaws, special meetings of our
shareholders may be called only by our board of directors, unless otherwise
required by law. In addition, at a special meeting, our shareholders may only
consider business related to the purposes of the meeting set forth in the notice
of meeting.
ISSUANCE OF SERIES PREFERRED STOCK. Our board of directors has the
power, without shareholder approval, to issue shares of our series preferred
stock and to determine the preferences, rights, privileges and restrictions of
any series of series preferred stock. The issuance of series preferred stock
could adversely affect the voting power, dividend rights and other rights of the
holders of common stock. Issuance of series preferred stock could also,
depending on the terms of the series, either impede or facilitate the completion
of a merger, tender offer or other takeover attempt. When issuing series
preferred stock, the board of directors could act in a manner that would
discourage an acquisition attempt or other transaction that our shareholders
might believe to be in our and their best interests or in which our shareholders
might receive a premium for their shares of common stock over the
then-prevailing market price.
DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts that
obligate holders to purchase from us, and us to sell to these holders, a
specified number of shares of common stock at a future date or dates. The
consideration per share of common stock may be fixed at the time the stock
purchase contracts are issued or may be determined by reference to a specific
formula set forth in the stock purchase contracts. The stock purchase contracts
may be issued separately or as part of stock purchase units consisting of a
stock purchase contract and either debt securities or debt obligations of third
parties, including U.S. Treasury securities, that are pledged to secure the
holders' obligations to purchase the common stock under the stock purchase
contracts. The stock purchase contracts may require holders to secure their
obligations under these stock purchase contracts in a specified manner. The
stock purchase contracts also may require us to make periodic payments to the
holders of the stock purchase units or vice versa, and such payments may be
unsecured or refunded on some basis.
A prospectus supplement will describe the terms of any stock purchase
contracts or stock purchase units being offered. The description in the
prospectus supplement will not necessarily be complete, and reference will be
made to the stock purchase contracts and, if applicable, collateral or
depositary arrangements relating to the stock purchase contracts or stock
purchase units, which will be filed with the SEC each time we issue stock
purchase contracts or stock purchase units. Material U.S. federal income tax
considerations applicable to the stock purchase contracts and stock purchase
units will also be discussed in the applicable prospectus supplement. If we
issue any stock purchase contracts or stock purchase units, we will file or
incorporate the form of stock purchase contract or stock purchase unit as
exhibits to the registration statement, and you should read these documents for
provisions that may be
25
important to you. You can obtain copies of any form of stock purchase contract
or stock purchase unit by following the directions under the caption "Where You
Can Find More Information."
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus
o to or through underwriters or dealers;
o directly to one or more purchasers;
o through agents; or
o directly to shareholders.
We may effect the distribution of the securities from time to time in
one or more transactions either:
o at a fixed price or prices which may be changed;
o at market prices prevailing at the time of sale;
o at prices relating to such prevailing market prices; or
o at negotiated prices.
For each offering of securities, the prospectus supplement will
describe the plan of distribution.
BY UNDERWRITERS AND DEALERS
If we use underwriters in the sale of offered securities, they will
acquire the offered securities for their own accounts. The underwriters may then
resell the securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale or after the sale. The obligations of the underwriters to
purchase the securities will be subject to certain conditions. The underwriters
will be obligated to purchase all the offered securities if any of the offered
securities are purchased. Any initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time to
time.
If we use dealers in the sale, we will sell securities to them as
principals. The dealers may then resell the securities to the public at varying
prices to be determined by these dealers at the time of sale.
BY AGENTS
We may also sell securities through agents that we designate. The
agents will agree to use their reasonable best efforts to solicit purchases for
the period of their appointment.
DIRECT SALES
We may also sell securities directly to our shareholders or other
purchasers. In this case, no underwriters or agents would be involved.
26
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution
of the offered securities may be underwriters as defined in the Securities Act
of 1933, and any discounts, concessions or commissions that we pay them and any
profit on their resale of the offered securities may be treated as underwriting
discounts, concessions and commissions under the Securities Act of 1933. We will
identify any underwriters or agents and describe their compensation in a
prospectus supplement.
Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for us. Any remarketing firm will be identified and
the terms of its agreements, if any, with us and its compensation will be
described in the applicable prospectus supplement.
We may have agreements with the underwriters, dealers and agents who
participate in the sale of offered securities to indemnify them against certain
civil liabilities, including liabilities under the Securities Act of 1933, or to
contribute with respect to payments that the underwriters, dealers or agents may
be required to make.
Unless otherwise indicated in the prospectus supplement, we do not
intend to list any of the securities on a national securities exchange, other
than common stock. If the securities are not listed on a national securities
exchange, certain broker-dealers may make a market in the securities, but will
not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make a
market in the securities or as to the liquidity of the trading market for the
securities, whether or not the securities are listed on a national securities
exchange. The prospectus supplement with respect to the securities will state,
if known, whether or not any broker-dealer intends to make a market in the
securities. If no such determination has been made, the prospectus supplement
will so state.
In connection with an offering of the offered securities, underwriters
or agents may purchase and sell the offered securities in the open market. These
transactions may include over-allotment and stabilizing transactions, purchases
to cover syndicate short positions created in connection with the offering and
penalty bids. Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions consist of bids or
purchases for the purpose of preventing or retarding a decline in the market
price of the offered securities and are permitted so long as the stabilizing
bids do not exceed a specified maximum. Syndicate short positions involve the
sale by the underwriters or agents of a greater number of offered securities
than they are required to purchase from us in the offering. The underwriters or
agents also may impose a penalty bid which permits them to reclaim selling
concessions allowed to syndicate members or certain dealers if they repurchase
the offered securities in stabilizing or covering transactions. These activities
may stabilize, maintain or otherwise affect the market price of the offered
securities, which may be higher than the price that might otherwise prevail in
the open market. These activities, if commenced, may be discontinued at any
time. These transactions may be effected on any exchange on which the offered
securities are traded, in the over-the-counter market or otherwise.
If we so indicate in a prospectus supplement, we will authorize
underwriters or our agents to solicit offers by certain institutional investors
to purchase offered securities from us that will be paid for and delivered on a
future date specified in the applicable prospectus supplement. The obligations
of any purchasers under these delayed delivery and payment arrangements will not
be subject to any conditions
27
except that the purchase at delivery must not be prohibited under the laws of
any jurisdiction in the United States to which the institution is subject.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL OPINIONS
The legality of the securities offered in this prospectus will be
passed upon for us by Robinson, Bradshaw & Hinson, P.A., Charlotte, North
Carolina.
Certain legal matters with respect to the offered securities will be
passed on by Cravath Swaine & Moore, New York, New York.
EXPERTS
The consolidated financial statements of Goodrich Corporation at
December 31, 2001 and 2000, and for each of the three years in the period ended
December 31, 2001, incorporated by reference in Goodrich Corporation's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
February 25, 2002, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
28
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
Securities and Exchange Commission registration fee $ 220,800
Printing and engraving expenses ................... 100,000
Rating agency fees ................................ 1,200,000
Trustee's fees and expenses ....................... 5,000
Legal fees and expenses ........................... 100,000
Accounting fees and expenses ...................... 75,000
Other ............................................. 24,200
----------
Total .................................. $1,725,000
==========
--------------
* All amounts other than the registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under our Restated Certificate of Incorporation, no member of our Board
of Directors will have any personal liability to us or our shareholders for
damages for any breach of duty in such capacity, unless (a) such liability was
for an act or omission prior to the adoption of these provisions of our Restated
Certificate of Incorporation or (b) a judgment or other final adjudication
adverse to the director establishes that (i) his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law, (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled or (iii) his acts violated section 719 of the New York
Business Corporation Law (generally relating to the improper declaration of
dividends, improper purchases of shares, improper distribution of assets after
dissolution, or making improper loans to directors contrary to specified
statutory provisions). Reference is made to Article TWELFTH of our Restated
Certificate of Incorporation filed as Exhibit 4.a to this Registration
Statement.
Under our bylaws, we agree to indemnify our directors and officers and
every other person who we may indemnify under the indemnification provisions for
directors and officers of the New York Business Corporation Law. In addition,
our bylaws provide that any person who is made, or threatened to be made, a
party to or involved in an action, suit or proceeding by reason of the fact that
he or his testator or intestate is or was (or agreed to become) a director or
officer of Goodrich or is or was (or agreed to serve) any other entity in any
capacity will be indemnified by us unless a final judgment establishes that the
director or officer (i) acted in bad faith or was deliberately dishonest and
such bad faith or dishonesty was material to the matter adjudicated or (ii)
gained a financial profit or other advantage to which he was not legally
entitled. The bylaws provide that the indemnification rights will be deemed to
be "contract rights" and continue after a person ceases to be a director or
officer or after rescission or modification of the bylaws with respect to prior
occurring events. They also provide directors and officers with the benefit of
any additional indemnification which may be permitted by later amendment to the
New York Business Corporation Law. The bylaws further provide for advancement of
expenses and specify procedures in seeking and obtaining indemnification.
Reference is made to Article VI of our bylaws filed as Exhibit 4.b to this
Registration Statement.
We have insurance to indemnify our directors and officers, within the
limits of our insurance policies, for those liabilities in respect of which
indemnification insurance is permitted under the laws of the State of New York.
We have also entered into indemnification agreements with our officers and
directors that specify the terms of our indemnification obligations. In general,
these indemnification
agreements provide that we will indemnify our officers and directors to the
fullest extent now permitted under current law and to the extent that the law is
amended to increase the scope of permitted indemnification. They also provide
for the advance payment of expenses to a director or officer incurred in an
indemnifiable claim, subject to repayment if it is later determined that the
director or officer was not entitled to be indemnified. Under these agreements
we agree to reimburse the director or officer for any expenses that he incurs in
seeking to enforce his rights under the indemnification agreement, and we have
the opportunity to participate in the defense of any indemnifiable claims
against the director or officer.
Reference is made to Sections 721-726 of the New York Business
Corporation Law, which are summarized below.
Section 721 of the New York Business Corporation Law provides that
indemnification pursuant to the New York Business Corporation Law will not be
deemed exclusive of other indemnification rights to which a director or officer
may be entitled, provided that no indemnification may be made if a judgment or
other final adjudication adverse to the director or officer establishes that (i)
his acts were committed in bad faith or were the result of active and deliberate
dishonesty, and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Section 722(a) of the New York Business Corporation Law provides that a
corporation may indemnify a person made, or threatened to be made, a party to
any civil or criminal action or proceeding, other than an action by or in the
right of the corporation to procure judgment in its favor but including an
action by or in the right of any other corporation or entity which any director
or officer served in any capacity at the request of the corporation, by reason
of the fact that he or his testator or intestate was a director or officer of
the corporation or served such other entity in any capacity, against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service to any
other entity, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful. With respect to actions by or in the right of the
corporation to procure judgment in its favor, Section 722(c) of the New York
Business Corporation Law provides that a person who is or was a director or
officer of the corporation or who is or was serving as a director or officer of
any other corporation or entity may be indemnified only against amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense or settlement of such an
action, or any appeal therein, if such director or officer acted, in good faith,
for a purpose which he reasonably believed to be in, or, in the case of service
to any other entity, not opposed to, the best interests of the corporation and
that no indemnification may be made in respect of (1) a threatened action, or a
pending action which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such person has been adjudged to be liable to the
corporation, unless and to the extent an appropriate court determines that the
person is fairly and reasonably entitled to partial or full indemnification.
Section 723 of the New York Business Corporation Law specifies the
manner in which payment of such indemnification may be authorized by the
corporation. It provides that indemnification by a corporation is mandatory in
any case in which the director or officer has been successful, whether on the
merits or otherwise, in defending an action. In the event that the director or
officer has not been successful or the action is settled, indemnification may be
made by the corporation only if authorized by any of the corporate actions set
forth in Section 723 (unless the corporation has provided for indemnification in
some other manner as otherwise permitted by Section 721 of the New York Business
Corporation Law).
II-2
Section 724 of the New York Business Corporation Law provides that upon
proper application by a director or officer, indemnification shall be awarded by
a court to the extent authorized under Sections 722 and 723 of the New York
Business Corporation Law.
Section 725 of the New York Business Corporation Law contains certain
other miscellaneous provisions affecting the indemnification of directors and
officers, including provision for the return of amounts paid as indemnification
if any such person is ultimately found not to be entitled to the
indemnification.
Section 726 of the New York Business Corporation Law authorizes the
purchase and maintenance of insurance to indemnify (1) a corporation for any
obligation which it incurs as a result of the indemnification of directors and
officers under the above sections, (2) directors and officers in instances in
which they may be indemnified by a corporation under such sections, and (3)
directors and officers in instances in which they may not otherwise be
indemnified by a corporation under such sections, provided the contract of
insurance covering such directors and officers provides, in a manner acceptable
to the New York State Superintendent of Insurance, for a retention amount and
for co-insurance.
ITEM 16. EXHIBITS
1 Form of Underwriting Agreement. (1)
4.a Restated Certificate of Incorporation of Goodrich Corporation, as
amended. (2)
4.b By-Laws of Goodrich Corporation, as amended. (2)
4.c Indenture dated as of May 1, 1991 between Goodrich Corporation and
The Bank of New York, as successor to Harris Trust and Savings Bank,
as Trustee. This exhibit was filed as Exhibit 4 to Goodrich's
Registration Statement on Form S-3 (File No. 33-40127) and is
incorporated herein by reference.
4.d Rights Agreement, dated June 2, 1997, between Goodrich Corporation
and The Bank of New York, as Rights Agent. This exhibit was filed as
Exhibit 1 to Goodrich's Registration Statement on Form 8-A (File No.
001-00892).
4.e Form of Debt Security. (1)
4.f Certificate of Amendment to Restated Certificate of Incorporation of
Goodrich Corporation setting forth the number, designation, relative
rights, preferences and limitations of Series Preferred Stock. (1)
4.g Form of Preferred Stock Certificate. (1)
4.h Form of Stock Purchase Contract. (1)
4.i Form of Stock Purchase Unit. (1)
5. Opinion of Robinson, Bradshaw & Hinson, P.A. as to the validity of
offered securities. (2)
8. Opinion as to certain tax matters. (1)
12. Computation of Ratio of Earnings to Fixed Charges. (2)
II-3
23.a Consent of Ernst & Young LLP, independent auditors. (3)
23.b Consent of Robinson, Bradshaw & Hinson, P.A. (contained in their
opinion filed as Exhibit 5).
24 Power of Attorney. (2)
25. Form T-1 Statement of Eligibility and Qualification of The Bank of
New York, as successor to Harris Trust and Savings Bank. (2)
----------
(1) If required, this exhibit will be filed in an amendment or as an
exhibit to a document to be incorporated by reference herein in
connection with an offering of securities.
(2) Previously filed.
(3) Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new
II-4
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(6) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by
the Commission under section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Charlotte, North
Carolina, on September 6, 2002.
GOODRICH CORPORATION
By: /s/ Terrence G. Linnert
-----------------------------------
Terrence G. Linnert
Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed on
September 6, 2002 by the following persons in the capacities indicated.
* /s/ Marshall O. Larsen
-------------------------------------- ----------------------------------
(David L. Burner) (Marshall O. Larsen)
Chairman of the Board, Chief President, Chief Operating Officer
Executive Officer and Director and Director
(Principal Executive Officer)
/s/ Ulrich Schmidt /s/ Robert D. Koney, Jr.
-------------------------------------- ----------------------------------
(Ulrich Schmidt) (Robert D. Koney, Jr.)
Executive Vice President and Vice President and Controller
Chief Financial Officer (Principal Accounting Officer)
(Principal Financial Officer)
* *
-------------------------------------- ----------------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director
* *
-------------------------------------- ----------------------------------
(Harris E. DeLoach, Jr.) (James J. Glasser)
Director Director
II-6
* *
-------------------------------------- -----------------------------------------------
(James W. Griffith) (William R. Holland)
Director Director
* *
-------------------------------------- -----------------------------------------------
(Douglas E. Olesen) (Richard de J. Osborne)
Director Director
* *
-------------------------------------- -----------------------------------------------
(Alfred M. Rankin, Jr.) (James R. Wilson)
Director Director
*
--------------------------------------
(A. Thomas Young)
Director
* The undersigned, as attorney-in-fact, does hereby sign this
Registration Statement on behalf of each of the officers and directors indicated
above.
/s/ Kenneth L. Wagner
---------------------------------
Kenneth L. Wagner
II-7
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
1 Form of Underwriting Agreement. (1)
4.a Restated Certificate of Incorporation of Goodrich Corporation, as
amended. (2)
4.b By-Laws of Goodrich Corporation, as amended. (2)
4.c Indenture dated as of May 1, 1991 between Goodrich
Corporation and The Bank of New York, as successor to
Harris Trust and Savings Bank, as Trustee. This exhibit was
filed as Exhibit 4 to Goodrich's Registration Statement on
Form S-3 (File No. 33-40127) and is incorporated herein by
reference.
4.d Rights Agreement, dated June 2, 1997, between Goodrich
Corporation and The Bank of New York, as Rights Agent. This
exhibit was filed as Exhibit 1 to Goodrich's Registration
Statement on Form 8-A (File No. 001-00892).
4.e Form of Debt Security. (1)
4.f Certificate of Amendment to Restated Certificate of Incorporation
of Goodrich Corporation setting forth the number, designation,
relative rights, preferences and limitations of Series Preferred
Stock. (1)
4.g Form of Preferred Stock Certificate. (1)
4.h Form of Stock Purchase Contract. (1)
4.i Form of Stock Purchase Unit. (1)
5. Opinion of Robinson, Bradshaw & Hinson, P.A. as to the validity
of offered securities. (2)
8. Opinion as to certain tax matters. (1)
12. Computation of Ratio of Earnings to Fixed Charges. (2)
23.a Consent of Ernst & Young LLP, independent auditors. (3)
23.b Consent of Robinson, Bradshaw & Hinson, P.A. (contained in their
opinion filed as Exhibit 5).
24. Power of Attorney. (2)
25. Form T-1 Statement of Eligibility and Qualification of The Bank
of New York, a successor to Harris Trust and Savings Bank. (2)
----------
(1) If required, this exhibit will be filed in an amendment or as an
exhibit to a document to be incorporated by reference herein in
connection with an offering of securities.
(2) Previously filed.
(3) Filed herewith.