8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 10, 2004

The Goodyear Tire & Rubber Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-1927	34-0253240
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1144 East Market Street, Akron, Ohio		44316-0001
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 330-796-2121

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

See the information set forth in Item 2.03 of this Current Report on Form 8-K, which is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 10, 2004, Goodyear Dunlop Tires Europe B.V. ("GDTE"), a subsidiary of The Goodyear Tire & Rubber Company ("Goodyear") organized in the Netherlands, and certain of its subsidiaries entered into definitive agreements for a new five-year pan-European accounts receivable securitization facility. The facility will initially provide €165 million of funding, but has the ability to be expanded to €275 million, and will be subject to customary annual renewal of back-up liquidity lines. The new facility will replace an €82.5 million facility in the company’s French operating unit, and funding under the new facility is expected to occur before the end of 2004.

The new facility involves the twice-monthly sale of substantially all of the trade accounts receivable of Goodyear Dunlop Tires France SA (France), Fulda Reifen GmbH & Co. KG (Germany), M-Plus Multimarkenmanagement GmbH & Co. KG (Germany), Goodyear GmbH & Co. KG (Germany), Dunlop GmbH & Co. KG (Germany), Goodyear Dunlop Tires Italia S.p.A. (Italy) and Goodyear Dunlop Tires España SA (Spain), each a subsidiary of GDTE (the "Sellers") to Ester Finance Titrisation ("Ester"), a bankruptcy-remote French company controlled by one of the liquidity banks in the facility. Ester will purchase the Sellers’ accounts receivable with (a) the cash proceeds of borrowings by two bank sponsored issuers of commercial paper, and (b) a set-off against funds owed to the Sellers pursuant to two deposits maintained by an affiliate of the Sellers with Ester. The Sellers retain the responsibility for servicing the receivables, unless there has been an event of default and Ester elects to replace the Sellers with a back-up servicer. The Sellers pay fees under the program based on certain variable market interest rates and other agreed amounts. The amount of funding available under the program will depend upon the amount and quality of accounts receivable that are sold to Ester and the amount of commitments obtained by from liq uidity banks. Currently there are liquidity bank commitments from Calyon and Natexis Banques Populaires to support €165 million of funding. This can be increased up to €275 million. Both Calyon and Natexis Banques Popularies have provided banking services to Goodyear and its affiliates in the past.

The facility has customary representations, warranties and covenants. In addition, it is an event of default under the facility if (i) the ratio of consolidated EBITDA of Goodyear to consolidated interest expense of Goodyear falls below 2.00 to 1.00, (ii) the ratio of consolidated senior secured indebtedness to consolidated EBITDA of Goodyear is greater than 4.00 to 1.00, (iii) the ratio of consolidated third party indebtedness of GDTE (net of up to $100 million of cash held by GDTE and its subsidiaries) to consolidated EBITDA of GDTE is greater than 3.00 to 1.00 or (iv) for so long as such a provision is in Goodyear’s European Term Loan and Revolving Credit Facility (the "European Credit Facility"), consolidated net worth of Goodyear is less than $2 billion on or prior to March 31, 2006 or is less than $1.75 billion after March 31, 2006, in each case subject to a 60 day grace period. The defined terms for these financial tests are similar to those in the European Credit Facility. If there is a waiver concerning, or amendment of, any of these financial tests and the corresponding provision and definitions of the European Credit Facility that is approved by any combination of the lenders under the European Credit Facility and the liquidity banks under the facility representing more than 50% of the aggregate amount of all loans and unused commitments under the European Credit Facility plus all liquidity commitments under the facility, then the waiver or amendment will apply to the facility, even if less than 50% of the liquidity banks approve the waiver or amendment.

A copy of a news release issued by Goodyear on December 14, 2004, describing the transaction is attached at Exhi bit 99 and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Goodyear Tire & Rubber Company
December 15, 2004	By:	Richard J. Kramer
		Name: Richard J. Kramer
		Title: Senior Vice President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99	News Release dated December 14, 2004

EX-99

MEDIA CONTACT: Keith Price

330-796-1863

ANALYST CONTACT: Barb Gould

330-796-8576

FOR IMMEDIATE RELEASE

#23004fi.1204

Goodyear Arranges New Financing in Europe

BRUSSELS, Belgium, December 14, 2004 – The Goodyear Tire & Rubber Company announced that its Goodyear Dunlop Tires Europe BV affiliate has arranged a new pan-European accounts receivable securitization facility.

The facility will initially provide 165 million Euro of funding, but has the ability to be expanded to 275 million Euro. The facility has a term of five years, but will be subject to customary annual renewal of back-up liquidity lines. The new facility, which is expected to be funded by year-end, will replace an existing 82.5 million Euro facility.

“This new facility provides cost-effective financing at a regional level and is consistent with the company’s overall financing strategy,” said Richard J. Kramer, Goodyear’s executive vice president and chief financial officer.

Goodyear Dunlop Tires Europe, a joint venture between Goodyear and Japan’s Sumitomo Rubber Industries, is Europe’s second largest tiremaker.

Goodyear is the world’s largest tire company. Headquartered in Akron, Ohio, the company manufactures tires, engineered rubber products and chemicals in more than 80 facilities in 28 countries. It has marketing operations in almost every country around the world. Goodyear employs about 85,000 people worldwide.

Certain information contained in this press release may constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including, without limitation, the ongoing investigation by the SEC regarding Goodyear’s accounting restatement. Additional factors that may cause actual results to differ materially from those indicated by such forward-looking statements are discussed in the company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2003 and Form 10-Q for the quarter ended September 30, 2004. In addition, any forward-looking statements represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

-0-