UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 6, 2006
GOODRICH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| New York
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1-892
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34-0252680 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (704) 423-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 8 — Other Events
Item 8.01. Other Events.
On May 22, 2006, Goodrich Corporation (“Goodrich”) commenced:
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An offer to exchange a new series of notes due 2016 for its outstanding 71/2% Notes
due 2008, 6.45% Notes due 2008, and 6.60% Notes due 2009; and |
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An offer to exchange a new series of notes due 2036 for its outstanding 7.625% Notes
due 2012. |
On June 6, 2006, Goodrich issued a press release pursuant to Rule 135c under the Securities
Act of 1933, as amended (the “Securities Act”), announcing that, as of 5:00 p.m., New York City
time, on June 5, 2006:
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the amount of its outstanding 71/2% Notes due 2008, 6.45% Notes due 2008, and 6.60%
Notes due 2009 tendered in exchange for a new series of notes due 2016 exceeded the
minimum condition of that exchange offer; and |
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the amount of its outstanding 7.625% Notes due 2012 tendered in exchange for a new
series of notes due 2036 exceeded the minimum condition of that exchange offer. |
Goodrich further announced that it had amended each of its exchange offers to provide that
holders of the outstanding notes who validly tender their notes by 5:00 p.m., New York City time,
on June 6, 2006, and had not validly withdrawn their tenders prior to 5:00 p.m., New York City
time, on June 5, 2006, will receive the total exchange consideration for that series of outstanding
notes tendered, including the applicable early participation payment, as if such notes had been
tendered on or prior to the early participation date. Outstanding notes tendered, and not validly
withdrawn prior to 5:00 p.m., New York City time, on June 5, 2006, including notes tendered after
that time, may not be withdrawn.
Both exchange offers have been made in transactions exempt from registration under the
Securities Act to holders of outstanding Goodrich notes who have certified certain matters to
Goodrich, including their status as “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
The press release is filed as Exhibit 99.1 to this report and is hereby incorporated by
reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.