Obligation GoodYear 8.75% ( US382550BA86 ) en USD

GoodYear

100 % ⇌

Etats-unis

US382550BA86 ( en USD )

8.75% par an ( paiement semestriel )

14/08/2020 - Obligation échue

Prospectus brochure de l'obligation Goodyear US382550BA86 en USD 8.75%, échue

1 000 USD

282 000 000 USD

382550BA8

N/A

Goodyear est une entreprise multinationale américaine spécialisée dans la fabrication et la commercialisation de pneumatiques pour automobiles, camions, avions et autres véhicules, ainsi que dans la fourniture de services associés.

L'Obligation émise par GoodYear ( Etats-unis ) , en USD, avec le code ISIN US382550BA86, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2020

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424B3 1 l38573ee424b3.htm FORM 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-164632
333-164632-01
333-164632-02
333-164632-03
333-164632-04
333-164632-05
333-164632-06
333-164632-07
333-164632-08
333-164632-09
333-164632-10
333-164632-11
333-164632-12

PROSPECTUS

THE GOODYEAR TIRE & RUBBER COMPANY

OFFER TO EXCHANGE
8.75% NOTES DUE 2020
FOR ANY AND ALL OF ITS OUTSTANDING 7.857%
NOTES DUE 2011
AND SOLICITATION OF CONSENTS TO AMEND THE
RELATED INDENTURE

Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal
and consent, we are offering to exchange our outstanding 7.857% Notes due 2011, which we refer to collectively as the
"old notes," for our new 8.75% Notes due 2020, which we refer to collectively as the "new notes."

Amount

New Note

Consideration
CUSIP
Coupon
Maturity
Outstanding

Description

per $1,000 of Old Notes

382550AH4 7.857% August 15, 2011 $ 650,000,000 8.75% Notes due 2020 $ 1,080 of New Notes

As part of the exchange offer, we are soliciting consents from the holders of our old notes to amend the terms of the
indenture that governs the old notes (the "consent solicitation"). The proposed amendments would delete many of the
restrictive covenants and certain events of default in the indenture applicable to the old notes. Holders may not deliver
consents to the proposed amendments without tendering their old notes, and holders may not tender their old notes
without delivering consents.

For each $1,000 principal amount of our outstanding old notes that is validly tendered and accepted for exchange, and
for which related consents are delivered, holders will receive $1,080 in principal amount of our new notes. All holders
whose old notes are validly tendered and accepted for exchange will also receive a cash payment equal to the accrued and
unpaid interest on their old notes from the last applicable interest payment date up to but excluding the date on which the
exchange of old notes accepted for exchange is settled, which we refer to as the "settlement date." As of February 1,
2010, the aggregate principal amount of old notes outstanding was $650 million.

The new notes will be issued by us and will be guaranteed on an unsecured basis by certain of our subsidiaries. The
old notes which we are offering to exchange are not guaranteed by any of our subsidiaries. Interest on the new notes will
accrue from the settlement date and will be payable semi-annually, on February 15 and August 15 of each year,
commencing on August 15, 2010, to holders of record on the immediately preceding February 1 and August 1. The
aggregate principal amount of new notes to be issued to any holder in the exchange offer will be rounded down to the
nearest $1,000. Any fractional portion of new notes will be paid in cash. The new notes will not be listed on any national
securities exchange.

The exchange offer and the consent solicitation will expire at 11:59 p.m., New York City time, on March 2,
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2010, unless extended by us (such date and time, as they may be extended, the "expiration date"). You may
withdraw old notes tendered in the exchange offer at any time prior to the expiration date and, if not previously accepted
for exchange, after the expiration of 40 business days from February 2, 2010. Consents may be revoked at any time prior
to the expiration date. Consents may be revoked only by withdrawing the related old notes and the withdrawal of any old
notes will automatically constitute a revocation of the related consents.

The exchange offer and the consent solicitation are subject to the conditions discussed under "Description of
the Exchange Offer and Consent Solicitation -- Conditions to the Exchange Offer and Consent Solicitation,"
including, among other things, the effectiveness of the registration statement of which this prospectus forms a part
and the requirement that we receive valid tenders, not validly withdrawn, of at least $260 million in aggregate
principal amount of old notes. The consent solicitation, but not the exchange offer, is also conditioned on the
receipt of valid consents, not validly withdrawn, from holders of at least a majority of the outstanding principal
amount of the old notes and certain other conditions discussed under "Description of the Exchange Offer and
Consent Solicitation -- Conditions to the Exchange Offer and Consent Solicitation."

We urge you to carefully read the "Risk Factors" section beginning on page 10 before you
make any decision regarding the exchange offer.

You must make your own decision whether to tender old notes in the exchange offer and deliver consents
pursuant to the consent solicitation. Neither we, the dealer manager and solicitation agent, the information agent,
the exchange agent nor any other person is making any recommendation as to whether or not you should tender
your old notes for exchange in the exchange offer and deliver consents pursuant to the consent solicitation.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

The dealer manager for the exchange offer and solicitation agent for the consent solicitation is:
Citi

THE DATE OF THIS PROSPECTUS IS MARCH 2, 2010
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TABLE OF CONTENTS

Forward-Looking Information
ii
Where You Can Find More Information
iii
Incorporation by Reference
iii
Summary
1
Risk Factors
10
Questions and Answers about the Exchange Offer and Consent Solicitation
16
Use of Proceeds
20
Consolidated Ratio of Earnings to Fixed Charges
20
Capitalization
21
Selected Historical Consolidated Financial Data
22
Description of the Exchange Offer and Consent Solicitation
25
Description of the Proposed Amendments
37
Description of Other Indebtedness
38
Description of the New Notes
41
Book Entry System
55
Description of Material Differences between the New Notes and Old Notes
57
Material U.S. Federal Income Tax Considerations
59
Benefit Plan Considerations
66
Legal Matters
69
Experts
69

This prospectus is part of a registration statement on Form S-4 that we have filed with the SEC.
You should carefully read this prospectus, together with the registration statement, the exhibits thereto,
any prospectus supplements and the additional information described under the heading
"Incorporation by Reference."

We are incorporating by reference into this prospectus important business and financial
information that is not included in or delivered with this prospectus. This information is available
without charge to holders upon written or oral request. Requests should be directed to The Goodyear
Tire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316-0001, (330) 796-3751, Attn:
Investor Relations. In order to ensure timely delivery of such documents, security holders must
request this information no later than five business days before the date they must make their
investment decision. Accordingly, any request for documents should be made by February 23,
2010 to ensure timely delivery of the documents prior to the expiration of the exchange offer and
consent solicitation.

You should rely only on the information contained or incorporated by reference in this document.
We have not authorized anyone to provide you with information that is different. You should assume
that the information contained or incorporated by reference in this prospectus is accurate only as of the
date of this prospectus or the date of the document incorporated by reference, as applicable. We are
not making an offer of these securities in any jurisdiction where the offer is not permitted.

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FORWARD-LOOKING INFORMATION

Certain information set forth herein or incorporated by reference herein may constitute forward-
looking statements regarding events and trends that may affect our future operating results and
financial position. The words "estimate," "expect," "intend" and "project," as well as other words or
expressions of similar meaning, are intended to identify forward-looking statements. You are
cautioned not to place undue reliance on forward-looking statements, which speak only as of the date
of this prospectus or, in the case of information incorporated by reference herein, as of the date of the
document in which such information appears. Such statements are based on current expectations and
assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual
results and experience may differ materially from the forward-looking statements as a result of many
factors, including:

·

deteriorating
economic conditions in any of our major markets, or an inability to access capital
markets when necessary, may materially adversely affect our operating results, financial
condition and liquidity;

· if we do not achieve projected savings from various cost reduction initiatives or successfully
implement other strategic initiatives our operating results, financial condition and liquidity may
be materially adversely affected;

· we face significant global competition, increasingly from lower cost manufacturers, and our
market share could decline;

· our pension plans are significantly underfunded and further increases in the underfunded status
of the plans could significantly increase the amount of our required contributions and pension
expenses;

· higher raw material and energy costs may materially adversely affect our operating results and
financial condition;

· work stoppages, financial difficulties or supply disruptions at our major original equipment
customers, dealers or suppliers could harm our business;

· continued pricing pressures from vehicle manufacturers may materially adversely affect our
business;

· if we experience a labor strike, work stoppage or other similar event our financial position,
results of operations and liquidity could be materially adversely affected;

· our long term ability to meet current obligations and to repay maturing indebtedness is
dependent on our ability to access capital markets in the future and to improve our operating
results;

· the challenges of the present business environment may cause a material reduction in our
liquidity as a result of an adverse change in our cash flow from operations;

· we have a substantial amount of debt, which could restrict our growth, place us at a competitive
disadvantage or otherwise materially adversely affect our financial health;

· any failure to be in compliance with any material provision or covenant of our secured credit
facilities could have a material adverse effect on our liquidity and our results of operations;

· our capital expenditures may not be adequate to maintain our competitive position and may not
be implemented in a timely or cost-effective manner;

· our variable rate indebtedness subjects us to interest rate risk, which could cause our debt
service obligations to increase significantly;

· we have substantial fixed costs and, as a result, our operating income fluctuates
disproportionately with changes in our net sales;

· we may incur significant costs in connection with product liability and other tort claims;

· our reserves for product liability and other tort claims and our recorded insurance assets are
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subject to various uncertainties, the outcome of which may result in our actual costs being
significantly higher than the amounts recorded;

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· we may be required to provide letters of credit or post cash collateral if we are subject to a
significant adverse judgment or if we are unable to obtain surety bonds, which may have a
material adverse effect on our liquidity;

· we are subject to extensive government regulations that may materially adversely affect our
operating results;

· our international operations have certain risks that may materially adversely affect our operating
results;

· we have foreign currency translation and transaction risks that may materially adversely affect
our operating results;

· the terms and conditions of our global alliance with Sumitomo Rubber Industries, Ltd., or SRI,
provide for certain exit rights available to SRI upon the occurrence of certain events, which
could require us to make a substantial payment to acquire SRI's minority interests in certain of
our joint venture alliances (which include much of our operations in Europe) following the
determination of the fair value of those interests;

· if we are unable to attract and retain key personnel, our business could be materially adversely
affected; and

· we may be impacted by economic and supply disruptions associated with events beyond our
control, such as war, acts of terror, political unrest, public health concerns, labor disputes or
natural disasters.

It is not possible to foresee or identify all such factors. We will not revise or update any forward-
looking statement or disclose any facts, events or circumstances that occur after the date hereof that
may affect the accuracy of any forward-looking statement.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Securities Exchange Act of 1934
and, accordingly, we file annual, quarterly and current reports, proxy statements and other information
with the SEC. Our SEC filings are available at the SEC's website (http://www.sec.gov) or through our
web site (http://www.goodyear.com). We have not incorporated by reference into this prospectus the
information included on or linked from our website, and you should not consider it part of this
prospectus. You may also read and copy any document we file with the SEC at its Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates from the Public Reference Room of the SEC. You may call the SEC at
1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC
filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York,
NY 10005.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" documents that we file with the SEC into this
prospectus, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference in this prospectus is considered part of this
prospectus. Any statement in this prospectus or incorporated by reference into this prospectus shall be
automatically modified or superseded for purposes of this prospectus to the extent that a statement
contained herein or in a subsequently filed document that is incorporated by reference in this
prospectus modifies or supersedes such prior statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We incorporate by reference the following documents which have been filed with the SEC (other
than any portion of such filings that are furnished under applicable SEC rules rather than filed):

· Annual Report on Form 10-K for the year ended December 31, 2009; and

· Current Reports on Form 8-K filed with the SEC on February 2, 2010 and February 24, 2010.
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All documents and reports that we file with the SEC (other than any portion of such filings that are
furnished under applicable SEC rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, from the date hereof until the exchange offer and consent
solicitation are completed, shall be deemed to be incorporated in this prospectus by reference. The
information contained on our website (http://www.goodyear.com) is not incorporated into this
prospectus.

You may request a copy of any documents incorporated by reference herein at no cost by writing
or telephoning us at:

The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
Attention: Investor Relations
Telephone number: (330) 796-3751

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been
incorporated by reference in this prospectus. In order to ensure timely delivery of documents,
security holders must request this information no later than five business days before the date
they must make their investment decision. Accordingly, any request for documents should be
made by February 23, 2010 to ensure timely delivery of the documents prior to the expiration of
the exchange offer and consent solicitation.

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SUMMARY

The following summary contains basic information about the exchange offer and consent
solicitation. It may not contain all of the information that is important to you and it is qualified
in its entirety by the more detailed information included or incorporated by reference in this
prospectus. You should carefully consider the information contained in and incorporated by
reference in this prospectus, including the information set forth under the heading "Risk
Factors" in this prospectus. In addition, certain statements include forward-looking information
that involves risks and uncertainties. See "Forward-Looking Information."

Unless otherwise indicated or the context otherwise requires, references to "Goodyear,"
"Company" and "we," "us" or "our" wherever used herein refer to The Goodyear Tire &
Rubber Company together with all of its consolidated domestic and foreign subsidiary
companies. Unless otherwise indicated or the context otherwise requires, references to "the
indenture governing the old notes" wherever used herein refer to the indenture, dated as of
March 1, 1999, between the Company and Wells Fargo Bank, N.A., successor to The Chase
Manhattan Bank, as trustee, as supplemented on August 15, 2001. Unless otherwise indicated
or the context otherwise requires, references to "the indenture governing the new notes"
wherever used herein refer to the indenture, dated as of March 1, 1999, between the Company
and Wells Fargo Bank, N.A., successor to The Chase Manhattan Bank, as trustee, as
supplemented by a supplemental indenture to be dated as of the settlement date, among the
Company, the subsidiary guarantors and Wells Fargo Bank, N.A., as trustee.

Overview of Goodyear

We are one of the world's leading manufacturers of tires, engaging in operations in most
regions of the world. Our 2009 net sales were $16.3 billion and Goodyear's net loss in 2009 was
$375 million. Together with our U.S. and international subsidiaries and joint ventures, we
develop, manufacture, market and distribute tires for most applications. We also manufacture
and market rubber-related chemicals for various applications. We are one of the world's largest
operators of commercial truck service and tire retreading centers. In addition, we operate
approximately 1,500 tire and auto service center outlets where we offer our products for retail
sale and provide automotive repair and other services. We manufacture our products in 57
manufacturing facilities in 23 countries, including the United States, and we have marketing
operations in almost every country around the world. As of December 31, 2009, we employed
approximately 69,000 full-time and temporary associates worldwide.

We operate our business through four operating segments representing our regional tire
businesses: North American Tire; Europe, Middle East and Africa Tire; Latin American Tire;
and Asia Pacific Tire. Our principal business is the development, manufacture, distribution and
sale of tires and related products and services worldwide. We manufacture and market
numerous lines of rubber tires for:

·

automobiles

·

trucks

·

buses

·

aviation

·

motorcycles

·

farm
implements

· earthmoving and mining equipment

· industrial equipment, and

· various other applications.

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