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 7, 2012

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 7, 2012, The Goodyear Tire & Rubber Company (the "Company") provided written notice to the New York Stock Exchange (the "NYSE") that it intends to voluntarily withdraw its shares of Common Stock, without par value (the "Common Stock"), and its shares of 5.875% Mandatory Convertible Preferred Stock, without par value and with a liquidation preference of $50.00 per share (the "Preferred Stock"), from listing and trading on the NYSE, effective on or about December 18, 2012, and transfer its listings to The NASDAQ Global Select Market ("NASDAQ") to commence trading on or about December 18, 2012. The Common Stock and Preferred Stock have been approved for listing on NASDAQ. The Common Stock will continue to trade under the symbol "GT" on NASDAQ, and the Preferred Stock will trade under the symbol "GTPPP" (formerly "GTPrA") on NASDAQ.

A copy of the news release announcing the voluntary transfer of the Company’s listings is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 – News release, dated December 7, 2012

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 7, 2012	By:	David L. Bialosky
		Name: David L. Bialosky
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	News release, dated December 7, 2012

EX-99.1

	News Release
Corporate Headquarters: 1144 East Market Street, Akron, Ohio 44316-0001	Media Website: www.GoodyearNewsRoom.com

MEDIA CONTACT: Keith Price

330-796-1863

ANALYST CONTACT: Greg Fritz

330-796-6704

FOR IMMEDIATE RELEASE

Goodyear to Transfer Stock Listing to NASDAQ

AKRON, Ohio, December 7, 2012 – The Goodyear Tire & Rubber Company today announced that it will transfer its stock exchange listing to the NASDAQ Global Select Market from the New York Stock Exchange.

Goodyear shares of common stock will begin trading on the NASDAQ Global Select Market on or about December 18, 2012 under the current Goodyear ticker symbol “GT.” Additionally, Goodyear’s 5.875% mandatory convertible preferred stock will trade on the NASDAQ Global Select Market under the ticker symbol “GTPPP.”

“We are excited to welcome Goodyear to NASDAQ. Goodyear is a global leader in the tire industry and has one of the world’s most well-known and respected brands,” said Bruce Aust, executive vice president, The NASDAQ OMX Group, Inc. “We look forward to a long and successful relationship.”

Goodyear said the move to The NASDAQ Stock Market will provide the company with greater cost efficiencies and access to high visibility branding opportunities while continuing to provide shareholders with strong execution and liquidity through NASDAQ’s advanced trading technologies.

Goodyear is one of the world’s largest tire companies. It employs approximately 71,000 people and manufactures its products in 53 facilities in 22 countries around the world. Its two Innovation Centers in Akron, Ohio and Colmar-Berg, Luxembourg strive to develop state-of-the-art products and services that set the technology and performance standard for the industry. For more information about Goodyear and its products, go to www.goodyear.com/corporate.

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