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Filed Pursuant To Rule 424(b)(2)
Registration No. 333-67145
Prospectus Supplement to Prospectus Dated March 7, 2000.
(LOGO)
$650,000,000
THE GOODYEAR TIRE & RUBBER COMPANY
7.857% Notes due 2011
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Goodyear will pay interest on the notes on February 15 and August 15 of
each year, beginning February 15, 2002. The notes will mature on August 15,
2011. The notes will not be subject to any sinking fund. Goodyear may redeem
some or all of the notes at any time. The redemption price is described at page
S-10. The notes are unsecured and rank equally with all of our other unsecured
and unsubordinated debt. The notes will be issued only in denominations of
$1,000 or integral multiples of $1,000. The notes will not be listed on any
securities exchange.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE NOTES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE RELATED PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Per Note Total
-------- -----
Initial public offering price............................... 100% $650,000,000
Underwriting discount....................................... 2% $ 13,000,000
Proceeds, before expenses, to Goodyear...................... 98% $637,000,000
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the notes will accrue from August 15, 2001 and
must be paid by the purchaser if the notes are delivered after August 15, 2001.
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The underwriters expect to deliver the notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on or about August 15, 2001.
Joint Book-Running Managers
GOLDMAN, SACHS & CO. SALOMON SMITH BARNEY
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Joint Lead Managers
BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN
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Co-Managers
BNP PARIBAS JPMORGAN SG COWEN
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Prospectus Supplement dated August 10, 2001.
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ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the prospectus that
follows. In making your investment decision, you should rely only on the
information contained or incorporated by reference in this prospectus supplement
and the attached prospectus. We have not authorized anyone to provide you with
any other information. If you receive any unauthorized information, you must not
rely on it. We are offering to sell the notes only in places where offers and
sales are permitted.
You should not assume that the information contained or incorporated by
reference in this prospectus supplement or the attached prospectus is accurate
as of any date other than their respective dates. Our business, financial
condition and results of operations may have changed since the date of such
information.
FORWARD-LOOKING INFORMATION
This prospectus supplement includes or incorporates by reference
forward-looking statements, including those identified by the words "believes,"
"anticipates," "expects," "intends" and other words or expressions of similar
meaning. Such statements are based on current expectations and assumptions, are
inherently uncertain and are subject to risks. Actual results and experience may
differ materially from the forward-looking statements as a result of many
factors, including:
- changes in general economic and industry conditions in the various
markets served by our operations;
- price and product competition;
- increased competitive activity;
- changes in demand levels for our products;
- fluctuations in the prices paid by us for raw materials and energy;
- our ability to control costs and expenses;
- changes in the monetary policies of various countries where Goodyear has
significant operations;
- changes in interest and currency exchange rates; and
- other unanticipated events and conditions.
In view of these risks, uncertainties and assumptions, the forward-looking
statements made or incorporated by reference in this prospectus supplement and
the attached prospectus might not occur. We will not revise or update our
forward-looking statements even though changes occur.
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THE COMPANY
The Goodyear Tire & Rubber Company, together with our domestic and foreign
subsidiary companies ("Goodyear", or "we" or "us"), is one of the world's
leading manufacturers of tires and rubber products. Goodyear engages in
operations in most regions of the world. In 2000, our consolidated net sales
were $14.4 billion and our net income was $40.3 million, or $.25 per share -
diluted. Worldwide employment averaged 106,724 during 2000. Our operations
involve seven business segments: North American Tire, European Union Tire,
Eastern Europe, Africa and Middle East Tire, Latin American Tire, Asia Tire,
Engineered Products and Chemical Products.
TIRES
Our principal business is the development, manufacture, distribution and
sale of tires and related products and services worldwide. Goodyear manufactures
and markets in most regions of the world a broad line of rubber tires for
automobiles, trucks, buses, motorcycles, tractors, farm implements, earthmoving
equipment, aircraft, industrial equipment and various other applications, in
each case for sale to vehicle manufacturers as original equipment and in
replacement markets worldwide. We also:
- manufacture and sell flaps for truck tires and other types of tires;
- retread truck, aircraft and heavy equipment tires;
- manufacture and sell tread rubber and other tire retreading materials;
and
- provide automotive repair services and miscellaneous other products and
services.
Our five tire segments accounted for approximately 87.9% of our
consolidated net sales and approximately 82.1% of our segment operating income
during 2000. During 2000, new tire sales accounted for approximately 81.2% of
our consolidated net sales.
On September 1, 1999, we completed a global alliance with Sumitomo Rubber
Industries, Ltd. ("Sumitomo") pursuant to which we acquired 75% of the capital
of a joint venture company in Europe that owns substantially all of Sumitomo's
tire business in Europe. We contributed the major portion of our tire businesses
in Europe to the joint venture company. Similarly, we acquired 75% of the
capital of a company that purchased Sumitomo's manufacturing operations in North
America and certain related tire distribution operations. We also acquired 100%
of Sumitomo's other tire distribution operations in North America. The
businesses acquired in the alliance with Sumitomo involve the manufacture,
distribution and sale of Dunlop-brand and other house brand passenger, truck and
farm tires. The cost of acquiring these businesses totaled approximately $1.24
billion, consisting of approximately $931.6 million of cash payments (financed
by the issuance of additional debt) to Sumitomo and approximately $307 million
representing the fair value of the 25% net interest of our businesses
contributed to the joint venture company in Europe. We also acquired 25%, and
Sumitomo owns 75%, of two companies in Japan, one for the sale of Goodyear-brand
passenger and truck tires in the Japanese replacement market and the other for
the sale of Goodyear-brand and Dunlop-brand tires to vehicle manufacturers in
Japan. As a part of the alliance, we own 80%, and Sumitomo owns 20%, of a global
purchasing company and we own 51%, and Sumitomo owns 49%, of a company that
coordinates and disseminates commercialized tire technology among Goodyear,
Sumitomo, the joint venture companies and their respective affiliates. We also
acquired 10% of the capital stock of Sumitomo and Sumitomo acquired 2,278,896
shares of our Common Stock.
Worldwide, our sales of new tires to the numerous replacement markets we
serve substantially exceed our sales of new tires to vehicle manufacturers.
During 2000, we sold approximately 223.3 million tires worldwide, approximately
157.8 million of which were sold in the replacement markets and approximately
65.5 million of which were sold to original equipment customers. New tires are
sold under highly competitive conditions throughout the world. On a world-wide
basis, our major competitors are Bridgestone/Firestone and
Michelin/UniroyalGoodrich. Based on various industry and other sources, we
estimate that our share of the worldwide auto, truck and farm tire markets was
approximately 23.0% in 2000, 20.1% in 1999 and 19.1% in 1998.
In the United States and many other countries, we sell Goodyear-brand tires
to vehicle manufacturers for use as original equipment on vehicles they produce.
In most countries, we sell Goodyear-brand tires, and in certain countries we
sell other house brand and private brand tires, through various channels of
distribution for sale to
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vehicle owners for replacement purposes. We compete with other tire
manufacturers on the basis of price, warranty, service, consumer convenience and
product design, performance and reputation. We believe Goodyear-brand tires
enjoy a high recognition factor throughout the world and have a reputation for
performance, high quality and value. Dunlop-brand tires enjoy a high recognition
factor in North America and Europe and have a reputation for performance,
quality and value. Kelly-brand, Fulda-brand, Debica-brand, Sava-brand and
various other house-brand tire lines offered by us, and tires we manufacture and
sell to private-brand customers, compete primarily on the basis of price.
NORTH AMERICAN TIRE
Our North American Tire segment manufactures and sells tires and related
products and services in the United States and Canada. In 2000, North American
Tire accounted for approximately 49.3% of our consolidated net sales and
approximately 43.5% of our segment operating income. During 2000, new tire sales
accounted for approximately 89.9% of the net sales of North American Tire.
TIRES. North American Tire manufactures and sells a broad line of tires in
the United States and Canada for automobiles, trucks, buses, tractors,
motorcycles, farm implements, earth moving equipment, aircraft, industrial
equipment and various other applications. North American Tire manufactures tires
in 14 plants in the United States and Canada.
Goodyear-brand radial passenger tire lines sold in North America include
the Eagle high performance and touring tire lines, the Aquatred line of tires
and run-flat extended mobility technology (EMT) tires. The major lines of
Goodyear-brand radial light truck tires offered are the Wrangler and Workhorse.
A full line of all-steel cord and belt construction radial medium truck tires,
the Unisteel series, are sold for various applications, including line-haul
highway use and off-road service. Also offered are several lines of radial and
bias-ply tires for farm machinery, heavy equipment and commercial and military
aircraft.
We also offer various lines of Dunlop-brand, Kelly-brand, other house
brand, private brand and associate brand tires to the United States and Canadian
replacement markets.
RELATED PRODUCTS AND SERVICES. North American Tire also:
- retreads truck, aircraft and heavy equipment tires, primarily as a
service to its commercial customers;
- manufactures and sells tread rubber and other tire retreading materials
for various applications;
- provides automotive repair services at 1,091 retail outlets;
- sells automotive repair and maintenance items, automotive equipment and
accessories and other items to dealers and consumers; and
- provides miscellaneous other products and services.
EUROPEAN UNION TIRE
Our European Union Tire segment manufactures and sells tires for
automobiles, trucks, motorcycles, farm implements and construction equipment
throughout the member states of the European Union and in Switzerland and
Norway, distributes and sells tires to various export markets in other regions,
and provides related products and services. European Union Tire manufactures
tires in 13 plants located in England, France, Germany and Luxembourg. In 2000,
European Union Tire accounted for approximately 22.2% of our consolidated net
sales and approximately 14.8% of our segment operating income. New tire sales
represented approximately 96.8% of the net sales of European Union Tire during
2000.
European Union Tire manufactures and sells Goodyear-brand, Dunlop-brand,
Fulda-brand and Kelly-brand passenger, truck, motorcycle, farm and heavy
equipment tires. European Union Tire also:
- sells Debica-brand and Sava-brand passenger truck and farm tires
manufactured by our Eastern Europe, Africa and Middle East Tire segment;
- sells new, and manufactures and sells retreaded, aircraft tires in
Europe;
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- provides various retreading and related services for truck and heavy
equipment tires, primarily for its commercial customers; and
- offers automotive repair and related services through certain retail
outlets in which it owns a controlling interest.
EASTERN EUROPE, AFRICA AND MIDDLE EAST TIRE
The Eastern Europe, Africa and Middle East Tire segment manufactures and
sells passenger, truck, farm and construction equipment tires in most countries
in Eastern Europe, the Middle East and Africa, with tire manufacturing plants
located in Morocco, Poland, Slovenia, South Africa and Turkey. In 2000, this
segment accounted for approximately 5.5% of our consolidated net sales and
approximately 9.1% of our segment operating income. New tire sales represented
approximately 93.4% of the segment's net sales during 2000.
The Eastern Europe, Africa and Middle East Tire segment manufactures and
sells Goodyear-brand, Kelly-brand, Debica-brand and Sava-brand tires and sells
Dunlop-brand and Fulda-brand tires manufactured by European Union Tire. Sales
operations are maintained in most countries in Eastern Europe and throughout
Africa and the Middle East. Eastern Europe, Africa and Middle East Tire also:
- sells new and retreaded aircraft tires;
- provides retreading and related services for truck and heavy equipment
tires; and
- sells tires and automotive parts and accessories and provides automotive
repair services through retail outlets, primarily in South Africa.
LATIN AMERICAN TIRE
Our Latin American Tire segment sells auto, truck, farm, construction
equipment and aircraft tires in Mexico and throughout Central and South America
and exports new tires to various markets. Latin American Tire manufactures tires
in plants located in Brazil, Chile, Colombia, Guatemala, Peru and Venezuela. In
2000, Latin American Tire accounted for approximately 7.3% of our consolidated
net sales and approximately 11.7% of our segment operating income. New tire
sales represented approximately 91.6% of the net sales of Latin American Tire
during 2000.
Latin American Tire manufactures and sells several lines of radial and
bias-ply passenger, light truck and medium truck, farm implement, construction
equipment and aircraft tires. Latin American Tire also manufactures and sells
retreading materials and provides related services for truck, aircraft and heavy
equipment tires.
ASIA TIRE
Our Asia Tire segment engages in the manufacture and sale of tires
throughout east, southeast and south Asia and the western Pacific. In 2000, Asia
Tire accounted for approximately 3.6% of our consolidated net sales and
approximately 3.0% of our segment operating income. New tire sales represented
approximately 97.3% of the 2000 net sales of Asia Tire.
Asia Tire manufactures several lines of tires for automobiles, light and
medium trucks, farm implements, construction equipment and aircraft for both the
original equipment and replacement markets at facilities located in China,
India, Indonesia, Japan, Malaysia, the Philippines, Taiwan and Thailand. Asia
Tire also retreads truck, heavy equipment and aircraft tires.
ENGINEERED PRODUCTS
Our Engineered Products segment develops, manufactures, distributes and
sells numerous rubber and thermoplastic products worldwide. Engineered Products
are manufactured in 24 plants located in the United States, Australia, Brazil,
Canada, Chile, China, Mexico, Slovenia, South Africa and Venezuela. In 2000,
Engineered Products accounted for approximately 8.1% of our consolidated net
sales and approximately 7.2% of our segment operating income.
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The products and services offered by Engineered Products include:
- belts and hose for motor vehicles;
- air springs, engine mounts and chassis parts for motor vehicles;
- conveyor and power transmission belts;
- air, water, steam, hydraulic, petroleum, fuel, chemical and materials
handling hose for industrial applications;
- tank tracks; and
- various other engineered rubber products and miscellaneous services.
CHEMICAL PRODUCTS
Our Chemical Products segment manufactures and sells synthetic rubber and
rubber latices, various resins and organic chemicals used in rubber and plastic
processing, and other chemical products for industrial customers worldwide.
Substantially all production is in the United States, except for certain
products manufactured in France. Our Chemical Products business also owns and
operates a natural rubber plantation and processing facility in Indonesia and
conducts natural rubber purchasing operations.
Chemical Products accounted for approximately 7.8% of our consolidated net
sales and approximately 10.7% of our segment operating income during 2000. The
major portion (50.0% in 2000) of the revenues of our Chemical Products segment
are from sales to our other segments, primarily synthetic rubber and rubber
processing chemicals to North American Tire, on a formula price basis.
LEGAL PROCEEDINGS
We are involved in a number of material legal proceedings which, if
adversely resolved, could have a material adverse effect on our results of
operations or financial position. Information relating to these material legal
proceedings, which include product liability claims, asbestos-related claims,
environmental claims and claims relating to our business practices, as well as a
preliminary evaluation of a line of our light truck tires by the National
Highway Traffic Safety Administration, is set forth in our Annual Report on Form
10-K for the year ended December 31, 2000, pages 23 through 26, and in our
Quarterly Reports on Form 10-Q for the periods ended March 31, 2001 and June 30,
2001, pages 27 and 28, and page 29, respectively, which Reports are incorporated
herein by reference.
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USE OF PROCEEDS
The net proceeds from the sale of the notes will be used to repay portions
of our outstanding commercial paper and short term bank borrowings and for
general corporate purposes. At June 30, 2001, approximately $151.6 million of
our commercial paper was outstanding, bearing interest at a weighted average
rate of 5.30% per annum, and approximately $140 million of domestic short term
bank borrowings were outstanding, bearing interest at a weighted average rate of
4.86% per annum.
CAPITALIZATION
The following table sets forth our capitalization at June 30, 2001 and as
adjusted to reflect the issuance of the notes, assuming that we use the net
proceeds from the offering of approximately $637,000,000 to repay outstanding
commercial paper and retire other short term debt. You should read the table
below with the audited financial statements and accompanying notes set forth at
Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2000,
and with the unaudited financial statements and accompanying notes set forth at
Part I of our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001 and June 30, 2001, which are incorporated herein by reference.
UNAUDITED
JUNE 30, 2001
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AS
ACTUAL ADJUSTED
(DOLLARS IN MILLIONS) --------- -----------
Short Term Debt:
Commercial paper.......................................... $ 151.6 $ 100.0
Notes payable to banks.................................... 904.5 319.1
Long term debt due within one year........................ 128.8 128.8
--------- ---------
Total Short Term Debt.................................. $ 1,184.9 $ 547.9
Long Term Debt:
7.857% Notes due 2011 (notes offered hereby).............. $ -- $ 650.0
Notes:
6 5/8% due 2006........................................... 249.5 249.5
6 3/8% due 2008........................................... 99.7 99.7
7% due 2028............................................... 149.0 149.0
8.125% due 2003........................................... 299.8 299.8
8.50% due 2007............................................ 300.0 300.0
6.375% Euro Notes due 2005................................ 338.2 338.2
5.375% Swiss Franc Bonds due 2006......................... 88.0 88.0
Bank Term Loans due 2001-2005............................. 950.5 950.5
Other domestic and international debt....................... 212.8 212.8
Capital Lease Obligations................................... 38.9 38.9
--------- ---------
$ 2,726.4 $ 3,376.4
Less portion due within one year............................ 128.8 128.8
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Total Long Term Debt................................... $ 2,597.6 $ 3,247.6
Minority Equity in Subsidiaries............................. $ 820.2 $ 820.2
Shareholders' Equity:
Common Stock.............................................. 158.8 158.8
Capital Surplus........................................... 1,148.7 1,148.7
Retained Earnings......................................... 3,424.6 3,424.6
Accumulated other.........................................
Comprehensive Income................................... (1,457.1) (1,457.1)
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Total Shareholders' Equity............................. $ 3,275.0 $ 3,275.0
--------- ---------
Total............................................. $ 7,877.7 $ 7,890.7
========= =========
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SELECTED FINANCIAL AND OTHER DATA
In the table below we provide you with selected consolidated financial
information prepared using our audited consolidated financial statements for
each of the fiscal years in the five-year period ended December 31, 2000 and our
unaudited financial statements for the six months ended June 30, 2001. You
should read the information below with the audited financial statements and
accompanying notes included at Item 8 of our Annual Report on Form 10-K for the
year ended December 31, 2000, and with the unaudited financial statements and
accompanying notes set forth at Part I of our Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2001 and June 30, 2001, which are incorporated
herein by reference.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
--------------------- ---------------------------------------------------------
2001 2000 2000 1999 1998 1997 1996
(IN MILLIONS, EXCEPT PER SHARE) --------- --------- --------- --------- --------- --------- ---------
Net Sales............................ $ 6,996.7 $ 7,271.4 $14,417.1 $13,355.4 $13,081.6 $13,502.0 $13,400.7
Income (Loss) from Continuing
Operations -- as reported.......... (38.9) 125.3 40.3 241.1 717.0 522.4 558.5
Change in inventory costing method... -- -- -- 2.1 (44.8) (25.0) (5.3)
--------- --------- --------- --------- --------- --------- ---------
Income (Loss) from Continuing
Operations -- as restated.......... (38.9) 125.3 40.3 243.2 672.2 497.4 553.2
Discontinued Operations -- --....... -- -- (34.7) 36.3 (456.8)
--------- --------- --------- --------- --------- --------- ---------
Net Income (Loss) -- as restated..... $ (38.9) $ 125.3 $ 40.3 $ 243.2 $ 637.5 $ 533.7 $ 96.4
========= ========= ========= ========= ========= ========= =========
Per Share of Common Stock:
Income (Loss) Per Share -- Basic:
Income from Continuing Operations --
as reported........................ $ (.25) $ .80 $ .26 $ 1.54 $ 4.58 $ 3.34 $ 3.60
Change in inventory costing method... -- -- -- .01 (.29) (.16) (.04)
--------- --------- --------- --------- --------- --------- ---------
Income from Continuing Operations --
as restated........................ $ (.25) $ .80 $ .26 $ 1.55 $ 4.29 $ 3.18 $ 3.56
Discontinued Operations.............. -- -- -- -- (.22) .24 (2.94)
--------- --------- --------- --------- --------- --------- ---------
Net Income -- Basic -- as restated... $ (.25) $ .80 $ .26 $ 1.55 $ 4.07 $ 3.42 $ .62
========= ========= ========= ========= ========= ========= =========
Income (Loss) Per Share -- Diluted:
Income from Continuing Operations --
as reported........................ $ (.25) $ .79 $ .25 $ 1.52 $ 4.53 $ 3.30 $ 3.56
Change in inventory costing method... -- -- -- .01 (.28) (.16) (.03)
--------- --------- --------- --------- --------- --------- ---------
Income from Continuing Operations --
as restated........................ $ (.25) $ .79 $ .25 $ 1.53 $ 4.25 $ 3.14 $ 3.53
Discontinued Operations.............. -- -- -- -- (.22) .23 (2.91)
--------- --------- --------- --------- --------- --------- ---------
Net Income -- Diluted -- as
restated........................... $ (.25) $ .79 $ .25 $ 1.53 $ 4.03 $ 3.37 $ .62
========= ========= ========= ========= ========= ========= =========
Dividends Per Share.................. $ .60 $ .60 $ 1.20 $ 1.20 $ 1.20 $ 1.14 $ 1.03
Total Assets......................... $13,239.8 $13,508.0 $13,568.0 $13,278.1 $10,762.7 $10,135.6 $ 9,915.0
Long Term Debt....................... $ 2,597.6 $ 2,243.4 $ 2,349.6 $ 2,347.9 $ 1,186.5 $ 844.5 $ 1,132.2
Shareholders' Equity................. $ 3,275.0 $ 3,744.7 $ 3,503.0 $ 3,792.6 $ 3,919.2 $ 3,613.7 $ 3,522.3
OTHER DATA
EBITDA............................... $ 508.3 $ 694.0 $ 1,172.8 $ 1,088.1 $ 1,496.2 $ 1,571.0 $ 1,525.0
Depreciation and Amortization........ $ 323.0 $ 320.2 $ 630.3 $ 581.7 $ 505.9 $ 467.2 $ 423.8
EBIT................................. $ 185.3 $ 373.8 $ 542.5 $ 506.4 $ 990.3 $ 1,103.8 $ 1,101.2
Capital Expenditures................. $ 221.2 $ 266.7 $ 614.5 $ 805.0 $ 838.4 $ 699.0 $ 617.5
NOTES: (1) During 2000, we changed our inventory costing method for certain
domestic inventories from LIFO to FIFO and began reporting expenses
for transportation of products to customers as cost of goods sold.
Prior periods have been restated.
(2) The net loss in the first six months of 2001 included a net
after-tax charge of $43.2 million for rationalizations and asset
sales.
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(3) Net Income in 2000 included a net after-tax charge of $96.9 million
for rationalizations and asset sales.
(4) Net Income in 1999 included net after-tax benefit of $22.3 million,
or $.13 per share, resulting from the net after-tax gains of $154.8
million, or $.97 per share -- diluted, from the change in control of
the businesses contributed by us to the Goodyear Dunlop joint
venture in Europe and the sale of certain rubber chemical assets and
net rationalization charges of $132.5 million after-tax, or $.84 per
share -- diluted.
(5) Net Income in 1998 included a net after-tax gain of $61.3 million,
or $.38 per share -- diluted, from the sale of the All American
Pipeline System and related assets, rationalizations and the sale of
other assets.
(6) Net Income in 1997 included net after-tax charges of $176.3 million,
or $1.12 per share -- diluted, for rationalizations.
(7) Net Income in 1996 included a net after-tax charge of $573.0
million, or $3.65 per share -- diluted, for the writedown of the All
American Pipeline System and related assets and certain
rationalization actions.
(8) EBITDA equals EBIT plus depreciation and amortization. EBITDA is not
a presentation made in accordance with generally accepted accounting
principles. EBITDA should not be considered in isolation or as a
substitute for net income or cash flow data prepared in accordance
with generally accepted accounting principles or as a measure of
profitability or liquidity. EBITDA data are included in this
prospectus supplement to provide additional information with respect
to our ability to satisfy our debt service, capital expenditures and
working capital requirements and because certain covenants in our
debt instruments are based on a similar measure. While EBITDA is
used as a measure of operations and the ability to meet debt service
requirements, it is not necessarily comparable to similarly titled
captions of other companies due to differences in methods of
calculation.
(9) EBIT equals sales minus cost of goods sold and selling,
administrative and general expense. EBIT is not a presentation made
in accordance with generally accepted accounting principles. EBIT
should not be considered in isolation or as a substitute for net
income or cash flow data prepared in accordance with generally
accepted accounting principles or as a measure of profitability or
liquidity. EBIT data are included in this prospectus supplement to
provide additional information with respect to our ability to
satisfy our debt service, capital expenditures and working capital
requirements. While EBIT is used as a measure of operations and the
ability to meet debt service requirements, it is not necessarily
comparable to similarly titled captions of other companies due to
differences in methods of calculation.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
2001 2000 2000 1999 1998 1997 1996
---- ---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges........... .90 2.28 1.33 2.32 5.45 4.87 5.14
For purposes of computing the above ratios: (1) earnings consist of income
from continuing operations before income taxes, plus amortization of capitalized
interest, minority interest in net income of subsidiaries, certain other
adjustments, and fixed charges; and (2) fixed charges include interest expense,
amortization of debt discount, premium or expense, the portion of rents
representative of an interest factor, capitalized interest and our share of
fixed charges of equity investees.
DESCRIPTION OF NOTES
The following description sets forth the particular terms of the notes and
supplements the description of the general terms of the notes set forth under
the heading "Description of Debt Securities" in the attached prospectus.
Capitalized terms used in this prospectus supplement that are not otherwise
defined will have the meanings given
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to them in the accompanying prospectus. The following statements with respect to
the notes are summaries and are subject to, and are qualified by reference to,
the provisions of the notes and the Indenture.
GENERAL TERMS
The notes will be issued under the Indenture, dated as of March 1, 1999,
between Goodyear and The Chase Manhattan Bank, as Trustee. The notes will
constitute a series of debt securities under the Indenture and will be issued in
an initial aggregate principal amount of $650,000,000. We may issue additional
notes of this series in the future. The notes will mature on August 15, 2011 and
will accrue interest at a rate of 7.857% per annum.
The notes will bear interest from August 15, 2001, payable on February 15
and August 15 of each year, commencing February 15, 2002. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Interest will
be payable generally to the person in whose name the note is registered at the
close of business on the February 1 or August 1 next preceding the February 15
or August 15 interest payment date.
The notes will be issued only in denominations of $1,000 and integral
multiples of $1,000.
DEFEASANCE
The provisions of the Indenture relating to legal defeasance and covenant
defeasance (described under the caption "Description of Debt
Securities -- Defeasance" in the attached prospectus) will apply to the notes.
OPTIONAL REDEMPTION
We may, at our option, redeem the notes in whole at any time or in part
from time to time, on at least 30 but not more than 60 days prior notice mailed
to the Depositary, at a redemption price equal to the greater of:
- 100% of their principal amount, and
- the present value of the Remaining Scheduled Payments (as defined
below) on the notes to be redeemed, discounted to the date of
redemption, on a semiannual basis, at the Treasury Rate (as defined
below) plus 35 basis points (0.35%).
We will also accrue interest on the notes to the date of redemption. In
determining the redemption price and accrued interest, interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
If money sufficient to pay the redemption price of and accrued interest on
the notes to be redeemed is deposited with the Trustee on or before the
redemption date, on and after such date interest will cease to accrue on the
notes (or such portions thereof) called for redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with us.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption
date.
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"Reference Treasury Dealer" means Goldman, Sachs & Co. and Salomon Smith
Barney Inc., and each of their successors, and, at our option, other primary
U.S. Government securities dealers in New York City selected by us.
"Remaining Scheduled Payments" means, with respect to any note, the
remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
SINKING FUND
There will not be a sinking fund for the notes.
FORM OF NOTES
Upon issuance, the notes will be represented by one or more global
securities in registered form, without coupons (the "Global Securities"), which
will be issued in a denomination equal to the aggregate outstanding principal
amount of the notes.
BOOK-ENTRY SYSTEM
The notes will be represented by Global Securities registered in the name
of Cede & Co., as a nominee of DTC. The information set forth under "Description
of Debt Securities -- Permanent Global Debt Securities -- Book-Entry System" in
the attached prospectus will apply to the notes. Thus, beneficial interests in
the notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC and its participants. Except under the circumstances
described at "Description of Debt Securities -- Permanent Global Debt
Securities -- Book-Entry System" in the attached prospectus, owners of
beneficial interests in the Global Securities will not be entitled to receive
notes in definitive form and will not be considered holders of notes.
DTC holds securities of institutions that have accounts with it or its
participants. DTC's records reflect only the identity of the participants to
whose accounts notes are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to participants, by
participants to their customers, and in turn to beneficial owners will be
governed by arrangements made among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Redemption notices will be
sent to Cede & Co.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Securities. Under its usual procedures, DTC mails an omnibus proxy to us as soon
as possible after the applicable record date. The omnibus proxy assigns Cede &
Co.'s consenting or voting rights to the participants to whose accounts the
notes are credited on the applicable record date.
Principal and interest payments on the Global Securities representing the
notes will be made in immediately available funds to DTC. DTC's practice is to
credit participants' accounts on the applicable payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payment on such date. Payments by participants
to beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of
such participant and not of DTC, the Trustee or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. We, or the
Trustee, are responsible for the payment of principal, premium, if any, and
interest to DTC. Disbursement of such payments to participants shall be the sole
responsibility of DTC. Disbursement of such payments to the beneficial owners of
the
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notes shall be the responsibility of the participants. Neither we nor the
Trustee will have any responsibility or liability for the disbursements of
payments in respect of ownership interests in the notes by DTC or any
participants or for maintaining or reviewing any records of DTC or any
participants.
DTC may discontinue providing its services as securities depositary with
respect to the notes at any time by giving reasonable notice to us or the
Trustee. Under such circumstances, and in the event that a successor securities
depositary is not obtained, notes in definitive form are required to be printed
and delivered to each holder. We may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary). In that
event, notes in definitive form will be printed and delivered.
The information in this section concerning DTC and its system has been
obtained from sources that we believe are reliable, but we take no
responsibility for the accuracy of such information. The information is subject
to any changes to the arrangements between us and DTC and any changes to such
procedures that may be instituted unilaterally by DTC.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the notes will be made by the Underwriters in immediately
available funds. So long as DTC continues to make its "Same-Day Funds Settlement
System" available to us:
- we will make all payments of principal and interest on the notes in
immediately available funds; and
- the notes will trade in DTC's Same-Day Funds Settlement System until
maturity.
See, "Description of Debt Securities -- Same-Day Settlement and Payment" in
the attached prospectus at page 11.
INFORMATION CONCERNING THE TRUSTEE
The Chase Manhattan Bank is the Trustee under the Indenture. Under the
Indenture, we have issued $300 million principal amount of our 8.125% Notes due
2003 and $300 million principal amount of our 8.50% Notes due 2007. The Chase
Manhattan Bank is also the Trustee under an indenture, dated as of March 15,
1996, between us and The Chase Manhattan Bank, as Trustee, which contains
substantially the same covenants and events of default as those set forth in the
Indenture. Under the indenture dated March 15, 1996, we have issued $250 million
principal amount of our 6 5/8% Notes due 2006, $150 million principal amount of
our 7% Notes due 2028 and $100 million principal amount of our 6 3/8% Notes due
2008. We maintain various banking relationships with the Trustee. The Chase
Manhattan Bank is the agent and a lender under our Term Loan Agreement, dated as
of March 30, 2001, whereunder 27 domestic and international banks made a three
year $800 million loan to us due March 30, 2004. The Chase Manhattan Bank is the
agent and a lender under our Five-Year Revolving Credit Agreement, dated as of
August 15, 2000, as amended by an Amendment dated January 26, 2001. The Chase
Manhattan Bank and 26 other domestic and international banks have agreed to lend
us up to $750 million at any one time outstanding from time to time through
August 15, 2005 under the Five-Year Revolving Credit Agreement. The Chase
Manhattan Bank is also the agent and a lender under our 364-Day Revolving Credit
Agreement, dated as of August 15, 2000, as amended by an Amendment dated January
26, 2001, whereunder The Chase Manhattan Bank and 26 other domestic and
international banks have agreed to lend us up to $750 million at any one time
outstanding from time to time until August 14, 2001, when the commitment of each
participating bank terminates unless extended for 364 days on a bank by bank
basis or, if not so extended, we elect to obtain a two year loan from any
non-extending bank. We are currently in the process of renewing the 364-Day
Revolving Credit Agreement and also conforming certain terms and conditions in
the 364-Day and Five-Year Revolving Credit Agreements with terms and conditions
in the March 30, 2001 Term Loan Agreement. The Chase Manhattan Bank is also the
trustee under an indenture, dated as of April 27, 2001, in respect of up to $800
million of notes issued from time to time by Wingfoot A/R LLC, a subsidiary of
Goodyear, which notes have been and will be purchased by an affiliate of The
Chase Manhattan Bank and affiliates of other banks and are backed by the
security interest of the trustee in certain of our accounts receivable which
have been purchased by Wingfoot A/R LLC. The Chase Manhattan Bank is from time
to time the counterparty to certain interest rate exchange transactions and
performs various other banking services for us in the ordinary course of
business. The Chase Manhattan Bank has received and will receive fees and other
compensation in connection with the aforesaid credit agreements and for other
transactions and services.
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UNDERWRITING
We and the underwriters for the offering named below have entered into an
underwriting agreement with respect to the notes. Subject to certain conditions,
each underwriter has severally agreed to purchase from us the principal amount
of the notes indicated in the following table:
Principal Amount
Underwriters of Notes
------------ ----------------
Goldman, Sachs & Co. ....................................... $260,000,000
Salomon Smith Barney Inc.................................... 260,000,000
Banc of America Securities LLC.............................. 32,500,000
Credit Suisse First Boston Corporation...................... 32,500,000
Deutsche Banc Alex. Brown, Inc.............................. 32,500,000
BNP Paribas Securities Corp................................. 10,833,334
J.P. Morgan Securities Inc.................................. 10,833,333
SG Cowen Securities Corporation............................. 10,833,333
------------
Total............................................. $650,000,000
============
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus
supplement. Any notes sold by the underwriters to securities dealers may be sold
at a discount from the initial public offering price of up to 0.625% of the
principal amount of the notes. Any such securities dealers may resell any notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the initial public offering price of up to 0.250% of the principal
amount of the notes. If all notes are not sold at the initial public offering
price, the underwriters may change the offering price and the other selling
terms.
The notes are a new issue of securities with no established trading market.
In addition, we do not intend to list the notes on any securities exchange or to
arrange for the notes to be quoted on any quotation system. The underwriters
have advised us that they intend to make a market in the notes but they are not
obligated to do so and may discontinue market making activity at any time
without notice. No assurance can be given as to the liquidity of the trading
market for the notes.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale to the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased notes sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $819,248.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Under Rule 2710(c)(8) of the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"), special considerations apply to a public
offering of debt securities where more than 10% of the net
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proceeds thereof will be paid to members of the NASD that are participating in
the offering, or persons affiliated or associated with such members. Certain of
the underwriters or their respective affiliates have lent money to us under
existing credit facilities. In the event more than 10% of the proceeds of the
offering will be used to repay such money lent by any underwriter or its
affiliates, the offering will be conducted in conformity with Rule 2710(c)(8).
The underwriters or their respective affiliates have performed and may in
the future perform various financial advisory, commercial banking, and
investment banking services for us from time to time, for which they received or
will receive customary fees. The underwriters and their associates or affiliates
may from time to time in the future engage in transactions with or perform
services for us in the ordinary course of business.
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for us by C. Thomas Harvie,
Esq., a Senior Vice President, the General Counsel and the Secretary of
Goodyear, and for the Underwriters by Cravath, Swaine & Moore, Worldwide Plaza,
825 Eighth Avenue, New York, New York 10019. At August 1, 2001, Mr. Harvie
directly or indirectly owned approximately 7,344 shares, and held options and
contingent rights granted pursuant to Goodyear sponsored compensation plans to
acquire up to 153,600 additional shares, of our common stock.
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EXPERTS
The consolidated financial statements of Goodyear incorporated in this
prospectus supplement by reference to Goodyear's Annual Report on Form 10-K for
the year ended December 31, 2000 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in auditing and accounting.
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PROSPECTUS
$1,250,000,000
THE GOODYEAR TIRE & RUBBER COMPANY
DEBT SECURITIES
------------------------
The Goodyear Tire & Rubber Company may offer and sell from time to time
debt securities consisting of debentures, notes and/or other unsecured evidences
of indebtedness in one or more series at an aggregate initial offering price not
to exceed $1,250,000,000. The debt securities may be offered in separate series
in amounts, at prices and on terms determined at the time of offering.
------------------------
WE WILL PROVIDE SPECIFIC TERMS OF EACH SERIES OF THE DEBT SECURITIES IN
SUPPLEMENTS TO THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY
ACCOMPANYING PROSPECTUS SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is March 7, 2000
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YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT. NO
PERSON HAS BEEN AUTHORIZED BY US TO PROVIDE YOU WITH ANY OTHER INFORMATION. WE
ARE NOT MAKING AN OFFER OF ANY DEBT SECURITIES IN ANY STATE WHERE THE OFFER IS
UNLAWFUL. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY DATE AFTER THE DATE OF
THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that The Goodyear Tire
& Rubber Company ("Goodyear", or "we" or "us") filed with the Securities and
Exchange Commission using the "shelf" registration process. Under this process,
we may sell debt securities in one or more offerings up to a total amount of
$1,250,000,000. This prospectus provides you with a general description of the
debt securities we may offer. Each time we offer to sell debt securities, we
will provide a supplement to this prospectus that will contain specific
information about the terms of that offering. The supplement may also add
information and/or update and/or change the information contained in this
prospectus. You should read this prospectus and any accompanying prospectus
supplement together with the additional information described under the heading
"Where You Can Find More Information About Goodyear." To find more detail about
certain documents, you should read the exhibits filed with the registration
statement.
WHERE YOU CAN FIND MORE INFORMATION ABOUT GOODYEAR
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may call the SEC at 1-800-SEC-0330 (1-800-732-0330) for
information on the operation of the Public Reference Room. Our filings with the
SEC are also available to the public over the SEC's Internet web site at:
http://www.sec.gov.
This prospectus does not contain all of the information in or the exhibits
to the registration statement, which you may read at the SEC's Public Reference
Room or over its Internet web site.
The SEC allows us to "incorporate by reference" into this prospectus
information included in documents we file with it, which means we can disclose
important information to you by referring you to other documents we file with
the SEC. The information incorporated by reference is considered a part of this
prospectus. Information that we file with the SEC later will automatically
update and supercede the information in this prospectus.
We incorporate by reference into this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1999; and
- Any future filings made by us with the SEC (File No. 1-1927) under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, until we have sold all of the debt securities offered by this
prospectus.
YOU MAY REQUEST A COPY OF THESE FILINGS, AT NO COST TO YOU, BY WRITING TO
US AT THE FOLLOWING ADDRESS OR CALLING US AT THE TELEPHONE NUMBER BELOW:
OFFICE OF THE SECRETARY
THE GOODYEAR TIRE & RUBBER COMPANY
1144 EAST MARKET STREET
AKRON, OHIO 44316-0001
TELEPHONE NUMBER: 330-796-2121
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THE COMPANY
Goodyear was organized as an Ohio corporation in 1898. Together with its
subsidiary companies, Goodyear is one of the world's leading producers of tires
and rubber products. Our principal business is developing, manufacturing,
distributing and selling new tires for most applications in most regions of the
world. We also manufacture and sell numerous rubber and other products for the
transportation industry and various industrial and consumer markets, manufacture
and sell rubber-related chemicals for various applications, provide automotive
repair and other services at retail and commercial outlets and sell various
other products.
We maintain our principal executive offices at 1144 East Market Street,
Akron, Ohio 44316-0001. Our telephone number is 330-796-2121.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, the net
proceeds we receive from the sale of the debt securities will be used for
general corporate purposes. General corporate purposes may include repaying
short-term bank borrowings and funding future acquisitions, capital expenditures
and working capital requirements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods indicated:
YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges..... 2.31 5.78 5.08 5.18 5.10
For purposes of computing the above ratios: (1) earnings consist of income
from continuing operations before income taxes, plus amortization of capitalized
interest, minority interest in net income of subsidiaries, certain other
adjustments, and fixed charges; and (2) fixed charges include interest expense,
amortization of debt discount, premium or expense, the portion of rents
representative of an interest factor, capitalized interest and our share of
fixed charges of equity investees.
DESCRIPTION OF DEBT SECURITIES
THE FOLLOWING DESCRIPTION SETS FORTH CERTAIN GENERAL TERMS OF THE DEBT
SECURITIES. THE PARTICULAR TERMS OF THE SERIES OF DEBT SECURITIES OFFERED BY A
PROSPECTUS SUPPLEMENT WILL BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT RELATING TO
SUCH SERIES OF DEBT SECURITIES.
The debt securities will be issued under an Indenture, dated as of March 1,
1999 (the "Indenture"), between Goodyear and The Chase Manhattan Bank, as
trustee (the "Trustee"). The following summary of certain provisions of the
Indenture is not complete. Section references below are to sections of the
Indenture. Capitalized terms have the meanings assigned to them in the
Indenture. The referenced sections of the Indenture and the definitions of the
capitalized terms are incorporated by reference. A copy of the Indenture is
filed as an exhibit to the registration statement.
GENERAL
The Indenture provides for the issuance of our debt securities in an
unlimited amount from time to time in one or more separate series. The debt
securities will be unsecured and will have the same rank as all of our other
unsecured and unsubordinated indebtedness.
The prospectus supplement relating to any particular series of debt
securities offered will describe (to the extent applicable) the following terms
with respect to the offered debt securities:
- the title of the debt securities;
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- the aggregate principal amount of the debt securities;
- the price at which the debt securities will be issued;
- the dates on which the principal of the debt securities will be due and
payable;
- the rate or rates (which may be fixed or variable) and/or any method for
determining the rate or rates at which the debt securities will bear
interest, if any;
- the date or dates from which any interest will accrue;
- the date on which payment of interest, if any, will commence, the
interest payment dates, and the regular record dates for determining the
holder to whom such interest will be payable;
- the person to whom any interest will be payable, if other than the person
in whose name the debt security is registered at the close of business on
the regular record date for such interest payment;
- the place or places where payments on the debt securities will be
payable;
- any mandatory or optional sinking fund provisions applicable to the debt
securities;
- any mandatory or optional redemption provisions applicable to the debt
securities;
- if other than U.S. Dollars, the currency or currencies, including
composite currencies, in which payments on the debt securities will be
payable;
- any index used to determine the amount of payments of principal of (and
premium, if any) or interest on the debt securities;
- the portion of the principal amount of the debt securities, if other than
the principal amount thereof, payable upon acceleration of maturity
thereof;
- any right we have to defease the debt securities under the Indenture;
- whether such debt securities will be issued in fully registered form
without coupons or will be issued in the form of one or more global
securities in temporary global form or definitive global form;
- any addition to or change in the covenants or events of default set forth
below which will apply to the debt securities; and
- any other terms of the debt securities, which terms must be consistent
with the Indenture. (Section 3.01)
Debt securities may be issued as original issue discount debt securities.
An original issue discount debt security bears no interest or bears interest at
a below-market rate, is sold at a discount to its stated principal amount and,
ordinarily, provides that less than the stated principal amount will be payable
upon any acceleration of its maturity. (Section 1.01) The applicable prospectus
supplement will describe any special tax, accounting or other information
relating to original issue discount debt securities or relating to certain other
kinds of debt securities then being offered, such as debt securities linked to
an index, payable in currencies other than U.S. dollars, or subject to special
repayment or other provisions.
Unless otherwise specified in the prospectus supplement relating to any
particular series of the debt securities:
- principal of (and premium, if any) and interest, if any, on the debt
securities will be payable at the office of the Trustee maintained for
such purpose, except that we have the option to pay interest by mailing a
check to the address of the person entitled thereto as indicated by the
security register;
- transfers and exchanges of the debt securities may be made at the office
of the Trustee maintained for such purpose;
- payment of any interest due on any debt security will be made to the
person in whose name such debt security is registered at the close of
business on the regular record date for such interest;
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- the debt securities will be issued only in fully registered form without
coupons and in denominations of $1,000 or any integral multiples thereof;
and
- no service charge will be made for any transfer or exchange of the debt
securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with a transfer or
exchange. (Sections 3.01, 3.02, 3.05, 3.07 and 10.02)
COVENANTS
LIMITATION ON SECURED INDEBTEDNESS. The Indenture contains a covenant by
us that, so long as any debt securities are outstanding, neither we nor any
Restricted Subsidiary (as defined below) will issue, assume or guarantee any
Secured Indebtedness (as defined below) secured by a Lien (as defined below) on
Restricted Property (as defined below) without securing the debt securities
equally and ratably with, or prior to, such Secured Indebtedness. The foregoing
limitation on Secured Indebtedness does not apply to:
- any Lien on Restricted Property of a Restricted Subsidiary that exists
when the corporation becomes a Restricted Subsidiary;
- any Lien on Restricted Property that exists when Goodyear or a Restricted
Subsidiary acquires such Restricted Property;
- any Lien on Restricted Property securing payment of all or part of the
purchase price of such Restricted Property;
- any Lien on Restricted Property to secure any indebtedness incurred to
finance all or part of the purchase price of such Restricted Property,
whether incurred before, at the time of, or within one year after, the
acquisition of such Restricted Property;
- any Lien on property of a corporation that exists when such corporation
is merged into or consolidated with Goodyear or a Restricted Subsidiary;
- any Lien on property of a corporation that exists prior to the sale,
lease or other disposition of all or substantially all of the properties
of such corporation to Goodyear or a Restricted Subsidiary;
- any Lien securing Secured Indebtedness owing by any Restricted Subsidiary
to Goodyear or another Restricted Subsidiary;
- any Lien on Restricted Property in favor of any country, any political
subdivision of any country, or any department, agency or instrumentality
of any country or any political subdivision of any country, to secure
progress or other payments to us, or the performance of our obligations,
pursuant to any contract or statute or to secure any indebtedness
incurred to finance all or part of the cost of such Restricted Property,
including Liens to secure pollution control or industrial revenue bonds
or other types of financings;
- any Lien on personal property, other than manufacturing equipment that is
Restricted Property;
- any extension, renewal or replacement of any Secured Indebtedness or any
Lien referred to above, provided that the principal amount of Secured
Indebtedness secured by the Lien shall not exceed the principal amount
secured at the time of such extension, renewal or replacement and that
such extension, renewal or replacement Lien shall be limited to all or a
part of the Restricted Property which secured such Lien (plus
improvements on such Restricted Property); or
- any Lien on Restricted Property that would not otherwise be permitted, if
the aggregate amount of all Secured Indebtedness secured by Liens not
otherwise permitted, determined immediately after the grant of the Lien,
does not exceed 15% of our consolidated stated capital, plus capital
surplus, plus retained earnings as reported on our then most recent
annual or quarterly consolidated balance sheet. (Section 10.05.)
Lien, Restricted Property, Restricted Subsidiary and Secured Indebtedness
are defined in Section 1.01 of the Indenture. For your reference:
- "Lien" means any mortgage, lien, pledge, security interest or title
retention agreement relating to any asset.
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- "Restricted Property" means any manufacturing plant or equipment owned by
us or a Restricted Subsidiary which is used primarily to manufacture
tires or other automotive products and is located within the United
States of America, excluding (i) retread plants, (ii) plants, facilities
and equipment used primarily for transportation, marketing or
warehousing, (iii) oil and gas pipeline and related assets, and (iv)
certain other plants and equipment that are not important to our
business.
- "Restricted Subsidiary" means a subsidiary of ours engaged primarily in
manufacturing tires or other automotive products, which (i) has
substantially all of its assets located in, and conducts substantially
all of its operations in, the United States of America and (ii) has
assets in excess of 5% of the total consolidated assets of us and our
consolidated subsidiaries (as shown on our then most recent annual or
quarterly consolidated balance sheet), other than a subsidiary primarily
engaged in financing accounts receivable, leasing or owning real estate
or transportation or distribution activities.
- "Secured Indebtedness" means indebtedness of us or any Restricted
Subsidiary for money borrowed (including capital lease obligations and
conditional sales contracts) that matures (or may be extended so as to
mature) more than one year after it was incurred, assumed or guaranteed
and is secured by a Lien on Restricted Property, other than indebtedness
secured by a Lien which is outstanding at March 1, 1999.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. We also covenant that
neither we nor any Restricted Subsidiary will enter into any lease covering any
Restricted Property owned at March 1, 1999 that is sold to any other person in
connection with such lease unless we or such Restricted Subsidiary:
- would be entitled under the Indenture to incur Secured Indebtedness
secured by a Lien on the Restricted Property to be leased in an amount
equal to the Attributable Debt (as defined below) with respect to such
transaction without equally and ratably securing the debt securities; or
- use (within 120 days of the effective date of such transaction) an amount
equal to the proceeds from the sale of such Restricted Property to repay
any indebtedness of ours or such Restricted Subsidiary that matures (or
may be extended so as to mature) more than one year after it was incurred
or assumed.
This covenant does not prevent us or any Restricted Subsidiary from
entering into any sale and lease back transaction:
- involving a lease with a term of three years or less; or
- which is entered into within 180 days after the later of the acquisition,
the completion of construction, or the commencement of operation of such
Restricted Property. (Section 10.06)
"Attributable Debt" is the total net amount of rent required to be paid
during the term of the relevant lease, discounted at the rate per annum equal to
the lesser of (i) the prevailing market interest rate at the relevant date on
United States Treasury obligations having a maturity substantially equal to the
average term of the relevant lease, plus 3%, and (ii) the weighted average
interest rate borne by debt securities then outstanding.
CONSOLIDATION, MERGER AND SALE OF ASSETS. We also covenant that we will
not merge into or consolidate with, or sell all or substantially all of our
assets to, any Person, unless (a) the successor is a corporation organized under
the laws of the United States of America or any state thereof, and (b) the
successor corporation assumes all of our obligations under the debt securities
and the Indenture. (Section 8.01) Upon any such merger, consolidation or sale,
the successor corporation will succeed to, and be substituted for, us. (Section
8.02).
NO COVENANTS PROTECTING HOLDERS IN THE EVENT OF HIGHLY LEVERAGED
TRANSACTIONS. In the event of a recapitalization or highly leveraged
transaction involving Goodyear, the Indenture does not and, unless set forth in
the prospectus supplement relating to a particular series of debt securities,
will not:
- contain any covenant (other than those described above) designed to
protect holders of the debt securities;
- limit the total amount of indebtedness that we may incur;
- grant any right of redemption to holders of the debt securities; or
- provide for new covenants or any adjustments to terms and conditions of
the debt securities.
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NO REDEMPTION OR AMENDMENT UPON CHANGE IN CONTROL. The Indenture does not
and, unless set forth in the prospectus supplement relating to a particular
series of debt securities, will not require redemption, or any change in the
covenants or other adjustments to the terms and conditions, of the debt
securities in the event of any change in control of Goodyear.
EVENTS OF DEFAULT
An "Event of Default" under the Indenture (Section 5.01) with respect to
debt securities of any series is the occurrence of any one of the following
events:
- default for 30 days in payment of any interest on any debt security of
that series;
- default in payment of principal of (or premium, if any, on) any debt
security of that series when due;
- failure to deposit when due any sinking fund payment in respect of the
debt securities of that series;
- our failure for 60 days after appropriate notice to perform any of the
other covenants in the Indenture (except covenants not applicable to debt
securities of that series);
- certain events of bankruptcy, insolvency or reorganization of Goodyear;
or
- any other Event of Default provided with respect to debt securities of
that series.
If any Event of Default with respect to debt securities of any series
occurs and is continuing, either the Trustee or the holders of not less than 25%
in principal amount of the debt securities of that series then outstanding may
declare the principal amount (or, if applicable, a specified portion of the
principal amount of any original issue discount debt securities) of all debt
securities of that series to be due and payable immediately. Subject to certain
conditions, the declaration may be annulled and past defaults (except uncured
payment defaults and certain other specified defaults) may be waived by the
holders of a majority in principal amount of the debt securities of that series
then outstanding. (Sections 5.02 and 5.13)
The prospectus supplement relating to each series of debt securities that
consists in whole or in part of original issue discount debt securities will
describe any particular provisions relating to acceleration of the maturity of
such original issue discount debt securities when an Event of Default occurs,
including the portion of the stated amount that would be due.
The Trustee is required to give the holders of any series of debt
securities notice of a default known to it (if uncured or not waived) within 90
days after the default occurs. Except in the case of a payment default, the
Trustee may withhold this notice if it determines in good faith that withholding
it is in the interest of the holders of such series. The above notice shall not
be given until at least 60 days after a default occurs in the performance of a
covenant in the Indenture other than a payment default. The term "default" for
this purpose means any event which is, or after notice and/or lapse of time
would become, an Event of Default with respect to debt securities of that
series. (Section 6.02)
Other than the duty to act with the required standard of care, the Trustee
is not obligated to exercise any of its rights or powers under the Indenture at
the request or direction of the holders of debt securities unless the holders
indemnify the Trustee. (Section 6.03)
If the Trustee is indemnified, the holders of a majority in principal
amount of debt securities of any series may direct the time, method and place of
conducting any proceeding for any available remedy or for exercising any trust
or other power conferred on the Trustee. However, the Trustee may decline to act
if such direction is contrary to law or the Indenture. (Section 5.12)
No holder of any debt security of any series may start a lawsuit under the
Indenture, unless:
- the holder has given to the Trustee written notice of a continuing Event
of Default with respect to debt securities of that series;
- the holders of at least 25% in principal amount of the debt securities of
that series then outstanding make a written request to the Trustee to
seek a remedy and offer a reasonable indemnity;
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- the Trustee fails to start a lawsuit within 60 days; and
- the Trustee does not receive from the holders of a majority in principal
amount of the debt securities of that series then outstanding a direction
inconsistent with such request during such 60-day period. (Section 5.07)
However, the holder of any debt security will have an absolute right to receive
payment of the principal of (and premium, if any) and any interest on such debt
security when due and to institute suit for the enforcement of any such payment.
(Section 5.08)
The Indenture requires us to file annually with the Trustee a certificate
stating that no default exists under certain provisions of the Indenture or
specifying any default that exists. (Section 10.08)
DEFEASANCE
The prospectus supplement will state if any defeasance provision will apply
to the offered debt securities.
DEFEASANCE AND COVENANT DEFEASANCE. The Indenture provides that, if made
applicable to any series of debt securities, we may elect to:
- defease and be discharged from all of our obligations (subject to certain
limited exceptions) with respect to any series of debt securities then
outstanding ("Defeasance"); and/or
- be released from our obligations under certain covenants and from the
consequences of an Event of Default resulting from the breach of those
covenants ("Covenant Defeasance").
To elect Defeasance and/or Covenant Defeasance, we must deposit in trust
with the Trustee money and/or U.S. Government Obligations which through the
payment of interest and principal in accordance with their terms will provide
money in an amount sufficient to repay in full when due the debt securities of
such series. As a condition to Defeasance or Covenant Defeasance, we must
deliver to the Trustee an opinion of counsel that holders of the debt securities
of such series will not recognize income, gain or loss for federal income tax
purposes as a result of the Defeasance or Covenant Defeasance and that the debt
securities, if then listed on a national securities exchange under the Exchange
Act, would not be delisted as a result of the defeasance. (Sections 13.02, 13.03
and 13.04) In the case of Defeasance, we may deliver to the Trustee a ruling of
the Internal Revenue Service in lieu of the opinion of counsel.
COVENANT DEFEASANCE AND CERTAIN EVENTS OF DEFAULT. If we implement
Covenant Defeasance for a series of the debt securities and such series is
declared due and payable because of the occurrence of one of certain Events of
Default, the amount of money and U.S. Government Obligations on deposit with the
Trustee will be sufficient to pay amounts due on the Debt Securities of such
series at the time of their stated maturity, but may not be sufficient to pay
amounts due at the time of the acceleration resulting from such Event of
Default. However, we remain liable for such payments.
MODIFICATIONS AND WAIVERS OF THE INDENTURE
Goodyear and the Trustee may modify (by adding, changing or eliminating any
provision of) the Indenture (as provided at Section 9.02) with the consent of
the holders of not less than a majority in principal amount of outstanding debt
securities of each series affected. However, without the consent of each
affected holder, no modification may:
- change the dates fixed in any debt security for the payment of the
principal of and interest on such debt security.
- reduce the principal amount of (or premium, if any) or any interest on
any debt security.
- reduce the rate of interest on any debt security.
- reduce the amount of principal of an original issue discount debt
security payable upon acceleration.
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- change the place or currency of payment of principal of (or premium, if
any) or interest on any debt security.
- impair the right to institute suit for the enforcement of any payment on
any debt security on or after such payment is due and payable.
- reduce the percentage in principal amount of debt securities of any
series required to consent a modification of, or waiver under, the
Indenture.
- effect certain other changes.
The holders of a majority in principal amount of debt securities of any
series then outstanding may waive our compliance with certain restrictive
provisions of the Indenture with respect to that series. (Section 10.09) The
holders of a majority in principal amount of debt securities of any series then
outstanding may waive any past default under the Indenture with respect to that
series, except a default in the payment of the principal of or interest (or
premium, if any) on any debt security of that series or a default under a
covenant which cannot be modified or amended without the consent of all affected
holders of debt securities. (Section 5.13)
PERMANENT GLOBAL DEBT SECURITIES -- BOOK-ENTRY SYSTEM
The following will apply to the debt securities of any series, unless
otherwise indicated in the prospectus supplement relating to that series.
The debt securities of each series will be represented by one or more
permanent global securities (collectively, a "global security") to be deposited
with and registered in the name of a depositary or a nominee of the depositary
identified in the prospectus supplement relating to such series. Unless
otherwise indicated in the prospectus supplement relating to that series of debt
securities, The Depositary Trust Company will act as depositary and the global
security will be deposited with DTC, as depositary, or its nominee and
registered in the name of a nominee of DTC. Except under the limited
circumstances described below, global securities are not exchangeable for
definitive certificated debt securities.
Ownership of beneficial interests in a global security is limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. Ownership of beneficial
interests by participants in a global security will be evidenced only by, and
the transfer of that ownership interest will be effected only through, records
maintained by DTC or its nominee for that global security. Ownership of
beneficial interests in a global security by a person that holds through a
participant will be evidenced only by, and the transfer of that beneficial
interest within that participant will be effected only through, records
maintained by that participant. DTC has no knowledge of the actual beneficial
owners of the debt securities. Beneficial owners will not receive written
confirmation from DTC of their purchase. Beneficial owners are expected to
receive written confirmations of the details of transactions and periodic
statements of their holdings from the participants through which the beneficial
owners entered into the transactions. The laws of certain jurisdictions require
that certain owners of securities obtain possession of such securities in
definitive form. Such laws may impair the ability to transfer beneficial
interests in a global security.
We have been advised by DTC that upon the issuance of a global security and
the deposit of that global security with DTC, DTC will immediately credit, on
its book-entry registration and transfer system, the respective principal
amounts of the debt securities represented by that global security to the
accounts of its participants.
So long as DTC, or its nominee, is the registered holder and owner of a
global security, it will be considered the sole owner and holder of the debt
securities for all purposes of such debt securities and under the Indenture.
Except as set forth below, owners of beneficial interests in a global security
will not be entitled to have debt securities represented by such global security
registered in their names, will not receive or be entitled to receive physical
delivery of debt securities in definitive form and will not be considered to be
the owners or holders of any debt securities under the Indenture or such global
security. Accordingly, each person owning a beneficial interest in a global
security must rely on the procedures of the DTC and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder of debt securities under the
Indenture or the global security. The Indenture permits the Depositary to
authorize
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participants, as its agents, to take any action which the Depositary, as the
holder of a global security, is entitled to take under the Indenture or such
global security.
Payment of principal of and premium, if any, and interest, if any, on debt
securities represented by a global security will be made to DTC or its nominee,
as the case may be, as the registered owner and holder of the global security
representing those debt securities.
We have been advised by DTC that upon receipt of any payment of principal
of, or premium, if any, or interest on, a global security, DTC will immediately
credit participants' accounts on its book-entry registration and transfer system
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of that global security as shown on the records of DTC.
Payments by participants to owners of beneficial interests in a global security
held through those participants will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the sole
responsibility of such participants, subject to any statutory or regulatory
requirements that may be in effect from time to time.
Neither we nor the Trustee will be responsible for any aspect of the
records of DTC, any nominee or any participant relating to, or payments made on
account of, beneficial ownership interests in a global security for any debt
securities or for maintaining, supervising or reviewing any records of DTC, any
nominee or any participant relating to such beneficial ownership interests.
Further, neither we nor the Trustee will be responsible for any other aspect of
the relationship between the DTC and its participants or the relationship
between such participants and the owners of beneficial interests in such global
security owning through such participants.
A global security is exchangeable for definitive debt securities registered
in the name of, and a transfer of a global security may be registered to, any
person other than DTC or its nominee, only if:
(a) DTC notifies us that it is unwilling or unable to continue as
depositary for that global security or at any time DTC ceases to be a
clearing agency registered under the Exchange Act;
(b) we at any time determine in our discretion that all or a portion
of the global security shall be exchangeable for definitive debt securities
in registered form; or
(c) an Event of Default with respect to the debt securities shall have
occurred and be continuing.
Any global security that is exchangeable pursuant to the preceding sentence
will be exchangeable in whole for definitive debt securities in registered form,
of like tenor and of an equal aggregate principal amount as the global security,
in denominations specified in the applicable prospectus supplement (if other
than $1,000 and integral multiples of $1,000). The definitive debt securities
will be registered by the registrar in the name or names instructed by DTC. We
expect that these instructions may be based upon directions received by DTC from
its participants with respect to ownership of beneficial interests in the global
security. Any principal and interest will be payable, the transfer of the
definitive debt securities will be registerable, and the definitive debt
securities will be exchangeable at the corporate trust office of the Trustee in
the Borough of Manhattan, The City of New York, provided that payment of
interest may be made at our option by check mailed to the address of the person
entitled to that interest payment as of the record date and as shown on the
register for the debt securities.
Except as provided above, owners of the beneficial interests in a global
security will not be entitled to receive physical delivery of debt securities in
definitive form and will not be considered the holders of debt securities for
any purpose under the Indenture. No global security shall be exchangeable except
for another global security of like denomination and tenor to be registered in
the name of DTC or its nominee. Accordingly, each person owning a beneficial
interest in a global security must rely on the procedures of DTC and, if that
person is not a participant, on the procedures of the participant through which
that person owns its interest, to exercise any rights of a holder under the
global security or the Indenture.
We understand that, under existing industry practices, if we request any
action of holders, or an owner of a beneficial interest in a global security
desires to take any action that a holder is entitled to take under the debt
securities or the Indenture, then DTC would authorize the participants holding
the relevant beneficial interests to take that action and those participants
would authorize beneficial owners owning through those participants to take that
action or would otherwise act upon the instructions of beneficial owners owning
through them.
DTC has advised us that DTC is a limited purpose trust company organized
under the laws of the State of New York, a "banking organization" within the
meaning of the New York Banking Law, a member of the
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Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Exchange Act. DTC was created to hold securities of its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in those securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly. The rules applicable to DTC and its participants
are on file with the Commission.
DTC has informed its participants and others that its processing data
systems, as they relate to the timely payment of distributions to
securityholders, book-entry deliveries, and settlement of trades within DTC,
functioned properly on and after January 1, 2000. DTC has indicated that it has
completed a technical assessment and has determined that its systems are Year
2000 compliant and are fully operational following the Year 2000 rollover.
According to DTC, the foregoing information is not intended as a representation,
warranty, or contract modification of any kind.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement by the purchasers of the debt securities will be made in
immediately available funds. All payments of principal and interest by us to DTC
will be made in immediately available funds.
The debt securities will trade in DTC's Same-Day Funds Settlement System
until maturity. DTC will require secondary trading activity in the debt
securities to be settled in immediately available funds. The settlement of
trades in immediately available funds may affect trading activity in the debt
securities, since secondary trading in long-term notes and debentures of
corporate issuers is generally settled in clearing-house or next-day funds.
INFORMATION CONCERNING THE TRUSTEE
The Chase Manhattan Bank is the Trustee under the Indenture. The Chase
Manhattan Bank is also the Trustee under an indenture, dated as of March 15,
1996, between Goodyear and The Chase Manhattan Bank, as Trustee, which contains
substantially the same covenants and events of default as those set forth in the
Indenture. Under the indenture dated March 15, 1996, Goodyear issued $250
million principal amount of its 6 5/8% Notes due 2006, $150 million principal
amount of its 7% Notes due 2028 and $100 million principal amount of its 6 3/8%
Notes due 2008. We maintain various banking relationships with the Trustee. The
Bank is the agent and a lender under our Revolving Credit Facility Agreement, as
amended by a Second Replacement and Restatement Agreement, dated as of July 13,
1998. The Chase Manhattan Bank and 23 other domestic and international banks
have agreed to lend us up to $700 million at any one time outstanding from time
to time through July 13, 2003 under the Revolving Credit Facility Agreement. The
Chase Manhattan Bank is also the agent and the lender under our Credit Agreement
[364-Day Facility], dated as of August 20, 1999, whereunder The Chase Manhattan
Bank and 24 other domestic and international banks have agreed to lend us up to
$1.3 billion at any one time outstanding from time to time until August 18,
2000, when the commitment of each participating bank terminates unless extended
for 364 days on a bank by bank basis or, if not so extended, we elect to obtain
a two year loan from any non-extending bank. The Chase Manhattan Bank is from
time to time the counterparty to certain interest rate exchange transactions and
performs various other banking services for us in the ordinary course of
business. The Chase Manhattan Bank has received and will receive fees and other
compensation in connection with the aforesaid credit agreements and for other
transactions and services.
GOVERNING LAW
The Indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
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PLAN OF DISTRIBUTION
We may offer and sell debt securities from time to time in and/or outside
the United States:
- through underwriters or dealers;
- directly to one or more purchasers;
- through agents; or
- through a combination of such methods.
The applicable prospectus supplement with respect to any particular series
of debt securities offered will set forth:
- the terms of the offering of that series of debt securities.
- the name of each underwriter, dealer or agent, if any.
- the initial public offering price of that series of debt securities.
- the proceeds to us from such sale.
- any delayed delivery arrangement.
- any underwriting discounts and other items constituting underwriters'
compensation.
- any discounts or concessions allowed or re-allowed or paid to dealers.
Any initial public offering price and any discount or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the debt securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The debt
securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. We will execute an underwriting agreement with
those underwriters which will provide, among other things, that the obligations
of the underwriters will be subject to certain conditions and that the
underwriters must purchase all debt securities then being offered if any are
purchased.
If dealers are used in the sale of debt securities, we will sell the debt
securities to the dealers as principals. The dealers may then resell the debt
securities to the public at varying prices to be determined by the dealers at
the time of resale.
The debt securities may be sold through agents we designate from time to
time. Any agent involved in the offer or sale of the debt securities will be
named, and any commissions payable by us to such agent will be set forth, in the
prospectus supplement relating thereto. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
We may sell the debt securities directly to institutional investors or
others, who may be deemed to be underwriters within the meaning of the
Securities Act of 1933, as amended, with respect to any resale thereof. The
terms of any such sales, including the terms of any bidding or auction process,
will be described in the prospectus supplement relating thereto.
Underwriters, dealers and agents may be entitled under agreements entered
into with us to indemnification by us against certain liabilities, including
liabilities under the Securities Act. Underwriters, dealers and agents and their
affiliates may have in the past engaged, and may in the future engage, in
transactions with, or perform services for, us and our affiliates in the
ordinary course of business and receive compensation for such transactions and
services.
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Each series of debt securities will be a new issue of securities with no
established trading market. Unless otherwise specified in a prospectus
supplement, the debt securities will not be listed on any securities exchange.
No assurance can be given as to the existence or liquidity of a trading market
for any series of debt securities.
In connection with an offering, certain persons participating in such
offering may engage in transactions that stabilize, maintain or otherwise affect
the price of the debt securities. Specifically, such persons may overallot such
offering, creating a syndicate short position. Such persons may bid for, and
purchase, the debt securities in the open market to cover syndicate shorts or to
stabilize the price of the debt securities. Such person may reclaim selling
concessions allowed for distributing the debt securities in an offering, if such
persons repurchase previously distributed debt securities in syndicate covering
transactions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the debt securities
above independent market levels. Such activities, if commenced, may be
discontinued at any time.
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in an accompanying prospectus supplement
relating to any particular series of the debt securities offered, the validity
of the debt securities will be passed upon for us by C. Thomas Harvie, Esq., a
Senior Vice President and the General Counsel of Goodyear, and for any
underwriters or agents by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York 10019.
EXPERTS
The consolidated financial statements of Goodyear incorporated in this
Prospectus by reference to Goodyear's Annual Report on Form 10-K for the year
ended December 31, 1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement Page
----
About this Prospectus Supplement.......... S-2
Forward-Looking Information............... S-2
The Company............................... S-3
Use of Proceeds........................... S-7
Capitalization............................ S-7
Selected Financial and Other Data......... S-8
Ratio of Earnings to Fixed Charges........ S-9
Description of Notes...................... S-9
Underwriting.............................. S-13
Validity of the Notes..................... S-14
Experts................................... S-15
Prospectus
About this Prospectus..................... 2
Where You Can Find More Information About
Goodyear................................ 2
The Company............................... 3
Use of Proceeds........................... 3
Ratio of Earnings to Fixed Charges........ 3
Description of Debt Securities............ 3
Plan of Distribution...................... 12
Validity of Debt Securities............... 13
Experts................................... 13
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$650,000,000
THE GOODYEAR TIRE &
RUBBER COMPANY
7.857% Notes due 2011
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(LOGO)
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GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON
DEUTSCHE BANC ALEX. BROWN
BNP PARIBAS
JPMORGAN
SG COWEN
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