- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 22 2011 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION
14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
o
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, For Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
)
|
o
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
þ
|
|
Soliciting Material Pursuant to §240.14a-12
|
Goodrich Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ
|
|
No fee required.
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials.
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
|
Amount previously paid:
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
|
|
|
|
|
|
|
|
|
|
Goodrich Employee Frequently Asked Questions
1.
|
|
What was announced today?
|
|
|
|
Today we announced that Goodrichs Board of Directors unanimously approved an agreement to
combine with United Technologies. Under the agreement, United Technologies will acquire all of
the outstanding common shares of Goodrich for $127.50 per share in cash, or a total purchase
price of approximately $18.4 billion, including approximately $1.9 billion of Goodrichs
outstanding debt.
|
|
|
|
We are extremely pleased to have reached an agreement with United Technologies that delivers
immediate cash value to our shareholders at a premium that is reflective of the strength of our
business. This announcement is a testament to what Goodrich and its employees have achieved
over the last 140 years and is an exciting next step for our company.
|
|
2.
|
|
Who is United Technologies?
|
|
|
|
Based in Hartford, Connecticut, United Technologies is a diversified company that provides high
technology products and services to the aerospace and defense and building industries. United
Technologies businesses include:
|
|
|
|
-
Carrier heating and air conditioning systems
|
|
|
|
|
-
Hamilton Sundstrand aerospace and industrial systems
|
|
|
|
|
-
Otis elevators and escalators and moving walkways
|
|
|
|
|
-
Pratt & Whitney aircraft engines
|
|
|
|
|
-
Sikorsky helicopters
|
|
|
|
|
-
UTC Fire & Security fire safety and security products and services
|
|
|
|
|
-
UTC Power fuel cells and power systems
|
|
|
Importantly, United Technologies shares Goodrichs culture of mutual trust and respect,
accountability and teamwork, with a focus on delivering safe and innovative products to our
customers.
|
|
|
|
Additional information about United Technologies can be found on its website:
www.utx.com
|
|
3.
|
|
What are the benefits of this transaction?
|
|
|
|
As part of United Technologies, we will have the opportunity to execute our strategy on a larger
scale, and take advantage of the key capabilities with an expanded product range, supported by
the best talent in the industry.
|
|
|
|
The transaction with United Technologies also offers our employees the opportunity to be part of
an organization with a shared vision and greater depth of resources. We expect that
this transaction will offer expanded opportunities for career growth and advancement for
employees of both companies.
|
4.
|
|
How does this announcement affect employees?
|
|
|
|
Todays announcement should have no impact on your day-to-day responsibilities or the way in
which Goodrich conducts business. It is important to remember that until the transaction is
completed, Goodrich and United Technologies remain independent companies, and it is business as
usual as we continue to execute on our strategic plan.
|
|
|
|
Both Goodrich and United Technologies have successful integration track records, and given the
complementary nature of our businesses, we expect a strong cultural fit and a seamless
transition. Over the coming weeks, we will be forming an integration team comprised of senior
executives from both companies to lead the integration effort and assist with the transition
process.
|
|
5.
|
|
Will there be any layoffs or other changes for employees as a result of this announcement?
|
|
|
|
United Technologies recognizes the role our employees play in Goodrichs success. The
transaction with United Technologies offers our employees the opportunity to be part of an
organization with a shared vision and greater depth of resources. We expect that this
transaction will offer expanded opportunities for career growth and advancement for employees of
both companies.
|
|
6.
|
|
Will salaries and benefits be affected?
|
|
|
|
Until the transaction is completed, Goodrich and United Technologies remain independent
companies and your salary and benefits remain unchanged. United Technologies recognizes the
value of our employees and following completion of the transaction, we expect that United
Technologies will offer employees comparable salary and benefits as those offered by Goodrich.
It is very early in this process and many compensation and benefit matters will be determined
near or after closing of the transaction.
|
|
7.
|
|
What are United Technologies plans for Goodrich and our senior leadership?
|
|
|
|
Following completion of the transaction, Marshall Larsen, now Chairman, President and Chief
Executive Officer of Goodrich, will become Chairman and Chief Executive Officer of a combined
UTC Aerospace Systems business unit. The senior leadership team of the combined business will
be located in Charlotte, North Carolina. Both Goodrich and United Technologies Hamilton
Sundstrand brands will be maintained within this business unit. Additional decisions regarding
leadership will be determined near or after the closing of the transaction.
|
|
8.
|
|
What will happen to Goodrichs headquarters?
|
|
|
|
The senior leadership team of the combined business will be located in Charlotte, North
Carolina. United Technologies is dedicated to continuing many of the philanthropic efforts that
have made Goodrich a strong supporter of local communities.
|
9.
|
|
When will the transaction be completed? What needs to happen before the transaction can close?
|
|
|
|
The transaction, which we expect to be completed in mid-2012, is subject to approval by Goodrich
shareholders and regulatory approvals, as well as other customary closing conditions.
|
|
|
|
Until the transaction closes, Goodrich and United Technologies will continue to operate as
independent companies and it will be business as usual here at Goodrich as we continue to
execute on our strategic plan.
|
|
10.
|
|
What should I say if Im contacted by media, financial community or other third parties about
the transaction?
|
|
|
|
It is likely that todays news may lead to increased interest in Goodrich and it is important
that the company speak with one voice on this matter.
|
|
|
|
If you receive any inquiries from investors, please refer them to Paul Gifford, Vice President,
Investor Relations, at +1 (704) 423-5517. If you receive inquiries from the media or other
interested parties, please refer them to Lisa Bottle, Vice President, Corporate Communications,
at +1 (704) 423-7060 or Andrew Martin, Media Relations Manager, at +1 (704) 423-7048.
|
|
|
|
We will make every effort to keep you up to date on developments and progress throughout this
process.
|
|
11.
|
|
When will I know more about the progress of the transaction?
|
|
|
|
We will continue to communicate developments regarding this transaction through meetings,
letters and other communications. As we move through this process, well continue to rely on
you to focus on the work at hand, serve our customers and help achieve our goals.
|
Additional Information
In connection with the proposed transaction, the Company will file a proxy statement with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE COMPANY. You will be able to obtain
the proxy statement, as well as other filings containing information about the Company, free of
charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and
other filings made by the Company with the SEC can also be obtained, free of charge, by directing a
request to Goodrich Corporation, Four Coliseum Centre, 2730 West Tyvola Road, Charlotte, North
Carolina 28217, c/o Secretary.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements are not based on historical facts but instead reflect the
Companys expectations, estimates or projections concerning future results or events. These
statements generally can be identified by the use of forward-looking words or phrases such as
believe, expect, anticipate, may, could, intend, intent, belief, estimate,
plan, likely, will, should or similar words or phrases. These statements are not
guarantees of performance and are inherently subject to known and unknown risks, uncertainties and
assumptions that are difficult to predict and could cause our actual results, performance or
achievements to differ materially from those expressed or indicated by those statements. We cannot
assure you that any of our expectations, estimates or projections will be achieved.
The forward-looking statements included in this document are only made as of the date of this
document and we disclaim any obligation to publicly update any forward-looking statement to reflect
subsequent events or circumstances.
Numerous factors could cause our actual results and events to differ materially from those
expressed or implied by forward-looking statements, including, without limitation: demand for and
market acceptance of new and existing products; our ability to extend our commercial OE contracts
beyond the initial contract periods; cancellation or delays of orders or contracts by customers or
with suppliers; our ability to obtain price adjustments pursuant to certain of our long-term
contracts; the financial viability of key suppliers and the ability of our suppliers to perform
under existing contracts; the extent to which we are successful in integrating and achieving
expected operating synergies for recent and future acquisitions; successful development of products
and advanced technologies; the impact of bankruptcies and/or consolidations in the airline
industry; the health of the commercial aerospace industry, including the large commercial,
regional, business and general aviation aircraft manufacturers; global demand for aircraft spare
parts and aftermarket services; changing priorities or reductions in the defense budgets in the
U.S. and other countries, U.S. foreign policy and the level of activity in military flight
operations; the possibility of restructuring and consolidation actions; threats and events
associated with and efforts to combat terrorism; the extent to which changes in regulations and/or
assumptions result in changes to expenses relating to employee and retiree medical and pension
benefits; competitive product and pricing pressures; our ability to recover under contractual
rights of indemnification for environmental, asbestos and other claims arising out of the
divestiture of our tire, vinyl, engineered industrial products and other businesses; the effect of
changes in accounting policies or legislation, including tax legislation; cumulative catch-up
adjustments or loss contract reserves on long-term contracts accounted for under the percentage of
completion method of accounting; domestic and foreign government spending, budgetary and trade
policies; economic and political changes in international markets where we compete, such as changes
in currency exchange rates, interest rates, inflation, fuel prices, deflation, recession and other
external factors over which we have no control; the outcome of contingencies including completion
of acquisitions, joint ventures, divestitures, tax audits, litigation and environmental remediation
efforts; the impact of labor difficulties or work stoppages at our, a customers or a suppliers
facilities; other factors that are set forth in managements discussion and analysis of the
Companys most recently filed reports with the SEC; and uncertainties
associated with the proposed acquisition of the Company by United Technologies, including
uncertainties relating to the anticipated timing of filings and approvals relating to the
transaction, the expected timing of completion of the transaction and the ability to complete the
transaction. This list of factors is illustrative, but by no means exhaustive. All
forward-looking statements should be evaluated with the understanding of their inherent
uncertainty.
Participants in the Solicitation
The Company and its directors and officers may be deemed to be participants in the solicitation of
proxies from the Companys shareholders with respect to the special meeting of shareholders that
will be held to consider the proposed transaction. Information about the Companys directors and
officers and their ownership of the Companys common stock is set forth in its Form 10-K which was
filed with the SEC on February 15, 2011 and the proxy statement for the Companys Annual Meeting of
shareholders, which was filed with the SEC on March 10, 2011. Shareholders may obtain additional
information regarding the interests of the Company and its directors and executive officers in the
proposed transaction, which may be different than those of the Companys shareholders generally, by
reading the proxy statement and other relevant documents regarding the proposed transaction, when
filed with the SEC.
Goodrich (NYSE:GR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Goodrich (NYSE:GR)
Historical Stock Chart
From Jul 2023 to Jul 2024