GOOD RICH DEAL.

• Author: Martin, Edward
• Position: Goodrich Co./Coltec Industries Inc. merger

But it was bad news for competitors, some politicians and the city a Fortune 500 company left for Charlotte.

Five hundred miles apart this Thursday night in November 1998, one drama was real, the other staged. At the time, no one could have guessed how either would play out.

At Quail Hollow Country Club in Charlotte, two men sat down to dinner. Short, white-headed and intense, John Guffey Jr. at 61 was two years older than David Burner, a jovial sort with wispy hair slicked straight back. With $4 billion in annual revenue, Burner's company was twice as large as Guffey's, and he was looking to buy. Aides hovered as they talked into the night.

In northeast Ohio, David Lieberth paced a darkened auditorium on the University of Akron campus, directing final rehearsal for a historical play he had helped write. Act I: Akron, Ohio, 1870. The central character, begins making bicycle tires in a plant on the Ohio & Erie Canal, launching Akron's star as the rubber capital of the world.

Friday morning, over breakfast at the Park Hotel in Charlotte, Burner and Guffey picked up where they had left off. Burner, CEO of B.F. Goodrich Co., and Guffey, CEO of Charlotte-based Coltec Industries Inc., established an exchange rate for the stock -- setting up a merger worth $2.2 billion. Then Burner told Guffey he had settled another matter on his own. "He'd gone back to his hotel and wrestled with it all night."

In the hotel ballroom, before executives from both companies, he announced that not only would Goodrich acquire Coltec, but the industrial giant, for years a tire company in memory only, would make a clean break with its past. Goodrich, Akron's original rubber company, would move to Charlotte.

On Monday morning, Lieberth was watching The Today Show when the local TV station broke in with the report. "It was as if we'd lost our birthright," he says. He revised his script, and the next night, Wheels of Fortune debuted. There were murmurs and soft boos, a reviewer recalls, but mostly hushed sadness.

Akron was stunned. Goodrich would soon know the feeling: The merger didn't close until July, dragging out what Wall Street observers say was one of the longest and most bitter acquisitions in U.S. industrial history -- the deal from hell.

A lot of elements added to the drama. There was the history -- for Goodrich, more than a century of innovations such as tubeless tires, and for Coltec, roots that go back to the maker of the old Colt revolver. There were the characters. But most of all, there were the obstacles. Huge ones. The companies would face two antitrust investigations, intervention by three members of Congress and the attorneys general of three states and lawsuits by two rivals.

Then, two months after the deal, Guffey announced his retirement -- due to "personal reasons," according to board member W.R. Holland - shortly after Goodrich reported that earnings in his division were slumping.

In the end, Charlotte landed its fifth Fortune 500 headquarters, and North Carolina gained a new-generation, diversified conglomerate, a powerhouse in the global aerospace industry. But Burner still feels a little banged up by the ordeal. "It got vicious," he says, sipping from a bottle of water at Goodrich's west Charlotte headquarters, where Guffey had moved Coltec from Manhattan only three years earlier. "I've been in this business 30 years, but I've never been though anything like the smear campaign, the untruths and wild allegations, of this one."

What lay ahead became apparent a few days after the news shook Akron. A darling of northeastern Ohio's executive ranks because of his easy charm and Goodrich's deep pockets for charity, Burner awoke to find himself vilified in gossip columns and corporate suites. His separation from Rosemary, his wife of 36 years, and dating high-school sweetheart Sandy Lingle was suddenly a steamy topic. Burner, Akron buzzed, was moving Goodrich to break not with its staid past but his own. A local newspaper called the relocation "Burner's folly."

At mention of the controversy, Burner manages a faint smile. Only five years from mandatory retirement, he says he hated to leave his home state and denies any ulterior motive. "Things got bizarre," he says. "I wasn't surprised at the acrimony relative to the merger, but some of the other stuff was pretty personal. Funny, but everybody said wonderful things about me when I was active in the community and chairman of the United Way."

Although Goodrich, with nearly $6 billion in annual revenue, becomes a big player in the Charlotte business community, in some ways the merger seems trifling. Only about 30 Goodrich executives moved to North Carolina, where Guffey ran 9,000employee Coltec with a staff of just 75. Goodrich expects to boost headquarters staff to 160. (In Richfield, Ohio, a suburb between Akron and Cleveland...