INDEPENDENT SHAREHOLDERS' PROXY SOLICITATION
For the
1994 ANNUAL MEETING OF SHAREHOLDERS
OF BRIGGS & STRATTON CORPORATION
WISCONSIN COALITION BRIGGS & STRATTON CORPORATION
FOR RESPONSIBLE INVESTMENT 12301 W. Wirth Street
1015 N. 9th Street Wauwatosa, WI 53227
Milwaukee, WI 53233
The Wisconsin Coalition for Responsible Investment (WCRI)
furnishes this Proxy Statement in connection with its
solicitation of proxies for the Annual Meeting of Shareholders of
Briggs & Stratton Corporation. The meeting is now scheduled to
be held at the Company's offices at the above address on
Wednesday, October 19, 1994, at 1:30 p.m. This statement is
being released on or about September 19, 1994. Proxies solicited
with this Proxy Statement will be used for the following
purposes:
1. To vote upon five shareholder proposals on the following
subjects: (1) elimination of the Company's "poison pill;" (2)
shareholder approval of golden parachutes; (3) establishment of
an independent Chairman of the Board; (4) declassifying the Board
of Directors; and (5) establishing a shareholder advisory
committee;
2. To elect former Wisconsin Banking Commissioner William P.
Dixon as a Director to serve a three-year term expiring in 1997;
3. To vote upon a proposal to amend the Company's Articles of
Incorporation to increase the number of authorized shares of
common stock.
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED GOLD PROXY CARD AND
MAIL IT IN THE ENVELOPE PROVIDED.
THE SHAREHOLDER PROPOSALS
This year, several shareholder proposals call for changes in
Briggs and Stratton's corporate governance. The full text of
each proposal is included in the Company's proxy statement, and
incorporated herein by reference. The following is a summary of
each proposal:
1) Revoke the Poison Pill - The Company has a so-called
"shareholder rights agreement," or "poison pill," which gives
current shareholders the opportunity to buy new additional shares
in the event any person or group attempts to acquire more than
20% of the Company's shares. The poison pill is a notorious
anti-takeover device designed to discourage tender offers from
outsiders. The proposal calls for the Company to cancel the pill
absent shareholder approval of a poison pill.
2) Shareholder Vote on Golden Parachutes - The Company
currently has at least 15 "change in control" agreements,
providing for severance payments in the event certain executives
quit or are discharged following a change in control. The
proposal provides that such golden parachutes be subject to
shareholder approval.
3) Independent Chairman of the Board - The current Chairman
of the Board of Directors is Frederick P. Stratton, Jr., who is
also the Chief Executive Officer. The proposal recommends that
the Chairman be elected from among independent outside directors
in order to better hold management accountable.
4) Declassifying the Board of Directors - Currently, the
Board of Directors is divided into three classes, each serving
staggered three-year terms. This means that it would take three
separate annual elections to replace the entire Board. The
proposal calls for the entire Board to stand for election
annually. We believe this would make the Company more
accountable to shareholders.
5) Shareholder Advisory Committee - This proposal calls for
an advisory committee of shareholders to oversee the actions of
the Board of Directors. The committee would also provide a
mechanism for shareholders to make recommendations to the Board.
These five proposals are all designed to make corporate
officers and the Board of Directors more accountable to the
shareholders. We believe the poison pill, the classified Board
of Directors, and the golden parachute agreements artificially
depress the Company's stock price by discouraging takeover
attempts. Furthermore, by making it more difficult to dislodge
current management, these devices can lead management to lose
touch with shareholders.
Management suggests that a classified Board and the poison
pill are necessary to ensure that any person seeking to acquire
control of the company negotiates with management instead of
going directly to the shareholders -- meaning management believes
that shareholders can't be trusted to make their own decisions
about what is in their best interest.
The proposals for creating an independent Board Chairman and
creating a shareholders advisory committee are both designed to
make management accountable in ways we believe more meaningful
than an annual shareholders meeting. Former SEC Chairman Harold
M. Williams has suggested that a company's CEO should not be its
Chairman of the Board because management should not control the
substance and process of Board deliberations. The Board is
supposed to evaluate and review the CEO's performance. In order
to carry out this function properly, the Board should have a
strong independent leader.
The proposal for a shareholder advisory committee provides a
formal mechanism through which shareholders can convey their
views to the Board in a timely way.
THE WISCONSIN COALITION FOR RESPONSIBLE INVESTMENT
RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL FIVE RESOLUTIONS
WILLIAM P. DIXON FOR DIRECTOR
Although Briggs and Stratton has been profitable, that
profitability has not translated into shareholder value. One
possible explanation for this is that the company's highly
confrontational labor policies may make investors uneasy. For
example, on May 16, 1994 the stock closed at $80 3/8. The next
day, the Company announced plans to lay off 2,000 workers in
Milwaukee and move those jobs to other sites. By July 1, the
stock price fell to $66 1/2. This $14 decline in the Company's
stock price in the seven weeks following the announcement of the
plan to move production is a strong indication that the Company
simply cannot afford to engage in divisive fights with its
workers.
Bill Dixon supports enlightened labor-management relations,
based on cooperation rather than confrontation. Dixon's
candidacy also gives shareholders an opportunity to vote for a
highly-qualified independent director, rather than settling for
the Board's own hand-picked candidates. By limiting the
shareholders choice to candidates selected by the current Board,
management entrenches itself and insulates itself from critical
review. Dixon will provide shareholders with a truly independent
voice on the Board.
WHO IS BILL DIXON?
Bill Dixon is former Commissioner of Banking for the State
of Wisconsin. He has also served as United States Alternate
Executive Director to the World Bank, as Chief of Staff to a U.S.
Senator and general counsel to the U.S. House of Representatives
Committee on Banking, and as a member of the Wisconsin Governor's
Blue Ribbon Commission on Ethics and Lobbying. Since 1989, Dixon
has been a partner in the law firm of Davis, Miner, Barnhill &
Galland in Madison, Wisconsin.
Dixon recognizes that the Company's growth and performance
depend upon the commitment of its employees, and in order to
retain that commitment the Company must treat its employees with
respect. Instead of treating its workers as replaceable parts,
the Company must recognize that its greatest asset is an
efficient, dedicated highly-trained work force. In order to
maximize shareholder value, everyone at the Company must work
together. Dixon believes that by instilling an atmosphere of
cooperation and mutual respect, the Company can compete in global
markets without turning its back on American workers.
Three of the nine seats on the Company's Board of Directors
are up for election at this year's meeting. The Company's
nominees for these seats are set forth at page 5 of its proxy
statement, and incorporated herein by reference. It is not yet
known which of the three seats Dixon will seek.
INCREASING THE AUTHORIZED COMMON STOCK
The Board has proposed that the shareholders amend the
Company's articles of incorporation to authorize the Company to
increase the number of shares of common stock issued to
60,000,000 shares. On pages 17 and 18 of the Company's proxy
statement, the Board sets forth the resolution and reasons for
adopting it.
Unless otherwise directed on the enclosed Proxy, the persons
named therein will vote for the resolution amending the Articles
of Incorporation to increase the number of authorized shares of
common stock.
VOTING AND REVOCATION RIGHTS
The Company's Board of Directors has fixed the close of
business on August 26, 1994 as the record date for determining
the shareholders of the Company entitled to notice of and to vote
at the Meeting and at any adjournment thereof. As of the record
date, the Company had outstanding 14,463,500 shares of common
stock. Each holder of record of common stock on the record date
is entitled to one vote for each share on every matter submitted
to the Meeting. A shareholder who executes the enclosed proxy
has the power to revoke it at any time before its exercise. An
exercised proxy may be revoked either by a later-dated proxy
concerning the same matters, by voting in person at the Meeting,
or by giving notice of revocation in writing to Briggs & Stratton
Corporation c/o Robert H. Eldridge, Secretary of the Company
Proper execution of the enclosed Proxy will revoke a
previously executed proxy delivered to the Company.
If you do not specifically instruct us otherwise, your
shares will be voted FOR William P. Dixon for election as a
director and FOR the shareholder resolutions and FOR the
Company's proposal to increase the number of authorized shares of
common stock.
WCRI knows of no other business to be presented to the
Meeting, but if other matters do properly come before the
Meeting, the persons named in the enclosed Proxy will use their
discretion to vote on such matters in accordance with their best
judgment.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Information on these matters is contained on pages 7-8 of
the Company's 1994 Proxy Statement.
SUBMISSION OF SHAREHOLDER PROPOSALS
Federal securities rules require the Company to include
certain shareholder proposals and supporting statements in the
Company's Proxy Statement. If any shareholder wishes to have a
proposal included in the Company's 1995 Proxy Statement, the
proposal and supporting statement must be received by the Company
on or before May 11, 1995. Shareholder proposals should be
directed to Robert H. Eldridge, Secretary of the Company, 12301
West Wirth Street, Wauwatosa, Wisconsin 53222.
INFORMATION CONCERNING THIS SOLICITATION
The Wisconsin Coalition for Responsible Investment (WCRI) is
an unincorporated association of churches and religious orders
concerned with issues of corporate responsibility. WCRI is a
local affiliate of the Interfaith Center for Corporate
Responsibility. WCRI owns no shares of the Company's stock.
WCRI expects to solicit proxies pursuant to this Proxy Statement
through the mail, by telephone, and/or through personal
interviews. WCRI will also request brokers, custodians, or other
nominees to forward solicitation materials to beneficial owners
of common stock, and such persons will be reimbursed for their
reasonable out-of-pocket expenses. The United Paperworkers
International Union (UPIU) will assist the WCRI in soliciting
proxies, and will bear the cost of all proxy solicitations.
Regular employees and officers of UPIU may solicit proxies
personally and by telephone. No specially-engaged employees will
be employed to solicit shareholders. UPIU's affiliate, Local
7232, is the collective bargaining representative of
approximately 5,400 Company employees at four facilities in the
Milwaukee area. The employees at these facilities are under
contract through July 31, 1995. Hundreds of UPIU members
employed by the Company own stock in the Company. William P.
Dixon is not employed by and has no understanding or agreement
with either WCRI or UPIU.
WCRI does not know the exact cost of solicitation at this
time, but anticipates that it will not exceed $10,000. Total
expenditures to date, have been approximately $2,000. Unlike
management, WCRI and UPIU will not seek reimbursement for the
solicitation costs from the Company.
PLEASE PROMPTLY COMPLETE, DATE, AND SIGN THE ENCLOSED
GOLD PROXY CARD AND MAIL IT IN THE ENVELOPE PROVIDED.
If your shares are held in the name of a broker, bank, or
nominee, only it can sign a proxy card to vote your shares and
only upon receipt of your specific instructions to do so.
Accordingly, please contact the person responsible for your
account and give him or her the appropriate instructions to
execute the GOLD proxy card.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR
SHARES, PLEASE TELEPHONE [number].
