New Issue: Goodyear doubled $300 million convertible yields 4.0%, up 30%

Nashville, June 28 - Goodyear Tire & Rubber Co. sold an upsized $300 million of 30-year notes at par to yield 4.0% with a 30% initial conversion premium via joint bookrunners Deutsche Bank Securities, Goldman Sachs & Co. and JPMorgan Securities.

The Rule 144A deal, doubled from the size launched before the market open Monday, priced at the aggressive end of price talk for a 4.0% to 4.5% coupon and 25% to 30% initial conversion premium.

The Akron, Ohio-based tire maker said proceeds would be used for general corporate purposes, including the possibility of temporarily repaying its bank revolver. A convertible offering was part of the company's agreement with union workers late in 2003, but the deal announced as a result of those negotiations was delayed by a Securities and Exchange Commission investigation into the company's accounting practices.

Terms of the deal are:

Issuer:	Goodyear Tire & Rubber Co.
Issue:	Convertible senior unsecured notes
Bookrunners:	Deutsche Bank Securities, Goldman Sachs & Co. and JPMorgan Securities
Amount:	$300 million, up from $150 million
Greenshoe:	$50 million, unchanged
Maturity:	June 15, 2034
Coupon:	4.0%
Price:	Par
Yield:	4.0%
Conversion premium:	30%
Conversion price:	$12.04
Conversion ratio:	83.0565
Contingent conversion:	120%
Dividend protection:	Yes, conversion ratio adjustment
Takeover protection:	Yes, premium make-whole
Call:	Non-callable for 4 years
Put:	In years 7, 10, 15 and 25
Price talk:	4.0-4.5%, up 25-30%
Pricing date:	June 28, after the close
Settlement date:	July 2
Distribution:	Rule 144A

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