GOODRICH CORPORATION
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 7, 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
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(Commission
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(IRS Employer |
Jurisdiction of
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File Number)
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Identification No.) |
Incorporation) |
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Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
(Address of Principal Executive Offices)(Zip Code)
Registrants 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))
Section 8 Other Events
Item 8.01. Other Events.
On
June 7, 2006, Goodrich Corporation (Goodrich) issued a press release pursuant to Rule
135c under the Securities Act of 1933, as amended (the
Securities Act), announcing the early results of its offers 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
to exchange a new series of notes due 2036 for its outstanding 7.625% Notes due 2012.
As
of 5:00 p.m., New York City time, on June 6, 2006, approximately
$288.5 million aggregate
principal amount of the 71/2% Notes due 2008, 6.45% Notes due 2008 and 6.60% Notes due 2009, and
approximately $235.5 million aggregate principal amount of the 7.625% Notes due 2012, had been
validly tendered for exchange. These tendered notes 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.
(d) Exhibits.
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Exhibit 99.1
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Goodrich Corporation Press Release
dated June 7, 2006 titled Goodrich Announces
Early Results of Exchange Offers |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GOODRICH CORPORATION
(Registrant) |
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Date: June 7, 2006
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By:
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/s/ Sally L. Geib |
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Sally L. Geib
Vice President and Associate General Counsel |
EXHIBIT INDEX
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Exhibit 99.1
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Goodrich Corporation Press Release
dated June 7, 2006 titled Goodrich Announces Early Results
of Exchange Offers |