As
filed with the Securities and Exchange Commission on July 3, 2006
Registration No. 333-133785
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
The Goodyear Tire & Rubber Company
(Exact Name of Registrant as Specified in Its Charter)
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| Ohio |
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3011 |
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34-0253240 |
(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number) |
1144 East Market Street
Akron, Ohio 44316-0001
(330) 796-2121
(Address, including zip code, and telephone number, including area code, of
Registrants’ principal executive offices)
C. Thomas Harvie, Esq.
Senior Vice President, General Counsel and Secretary
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
(330) 796-2121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies To:
Leonard Chazen, Esq.
Covington & Burling
1330 Avenue of the Americas
New York, NY 10019
(212) 841-1000
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”), other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, please check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Deregistration of Securities and Withdrawal of Registration Statement
On May 4, 2006, The Goodyear Tire & Rubber
Company (the “Company”) filed with the Securities and
Exchange Commission an automatic shelf registration statement on Form S-3
(Registration No. 333-133785) (the “Registration Statement”), registering the resale of up to
$278,743,000 aggregate principal amount of its 4.00% Convertible Senior Notes due 2034 (the
“Notes”), and the common stock issuable upon conversion thereof (the “Common Stock” and, together
with the Notes, the “Securities”), held by certain selling holders thereof, as identified in the
Prospectus that is a part of the Registration Statement.
The Company’s contractual obligation to maintain
the effectiveness of a registration statement with
respect to the Securities has terminated and the Company wishes to discontinue the effectiveness of
the Registration Statement. In accordance with the undertaking of the Company set forth in Part II
of the Registration Statement, the Company hereby deregisters the
$246,730,000 aggregate principal
amount of Notes, and the common stock issuable upon conversion thereof, that remain unsold pursuant
to the Registration Statement and, in accordance with Rules 477 and 478 of the Securities Act of
1933, the Company hereby withdraws the Registration Statement.