<PAGE> 1
[BRIGGS & STRATTON LETTERHEAD]
October 4, 1994
Dear Fellow Shareholder:
As you know, our 1994 Annual Meeting will be held on October 19 at the
company's office in Wauwatosa, Wisconsin, starting at 1:30 p.m. Whether or not
you plan to attend the meeting in person, I urge you to sign, date and return
the enclosed WHITE PROXY CARD WITH A RED STRIPE at your earliest convenience.
DUE TO A RECENT COURT DECISION, THE WHITE PROXY CARD PREVIOUSLY SENT TO YOU
CANNOT BE VOTED AT THE ANNUAL MEETING. Even if you have already sent in a White
proxy card, please sign, date and return the enclosed WHITE PROXY CARD WITH A
RED STRIPE to ensure that your vote is counted. We apologize for any
inconvenience this may cause you.
Your support is especially important this year because a group calling itself
the "Wisconsin Coalition for Responsible Investment" is soliciting proxies in
opposition to your Board's nominees for Director and in favor of certain
shareholder proposals which your Board unanimously opposes. In fact, you may
recently have received a proxy statement and gold proxy card from the
Coalition. The Coalition has apparently forwarded those materials to certain
select shareholders of the company. If you have received a gold proxy card, I
strongly urge you not to return it, even as a protest. Even if you have already
returned a gold proxy card, it is not too late to change your mind. Simply
sign, date and return the enclosed WHITE PROXY CARD WITH A RED STRIPE in the
envelope provided.
YOU SHOULD KNOW THAT THE COALITION, WHICH DOES NOT OWN ANY SHARES IN YOUR
COMPANY, HAS STATED THAT ALL OF ITS EXPENSES IN THIS PROXY FIGHT WILL BE PAID
BY THE UNITED PAPERWORKERS INTERNATIONAL UNION, WHICH REPRESENTS MOST OF THE
COMPANY'S UNION EMPLOYEES. IN ADDITION, EACH OF THE SHAREHOLDER PROPOSALS WAS
PROPOSED BY A MEMBER OF THE UNION'S LOCAL. THE DECISION TO WAGE A PROXY FIGHT
IS PART OF THE UNION'S ONGOING CORPORATE CAMPAIGN AGAINST YOUR COMPANY. THAT
CORPORATE CAMPAIGN IS DESIGNED TO HARASS AND PRESSURE THE COMPANY TO MAKE
DECISIONS THAT ARE CONTRARY TO THE SHAREHOLDER'S INTERESTS.
Your Board has always been committed to dealing fairly with all of its
constituencies, including its employees. However, we believe that the
resolution of labor issues is best achieved through a collaborative process,
unobscured by harassment through union leadership's manipulation of the
principles of corporate democracy.
[LETTERHEAD]
<PAGE> 2
OUR PRIMARY DUTIES AND RESPONSIBILITIES ARE OWED TO YOU, THE SHAREHOLDERS, WHO
HAVE MADE SUBSTANTIAL INVESTMENTS IN, AND ARE THE OWNERS OF, BRIGGS & STRATTON.
SINCE 1989, THERE HAS BEEN A DRAMATIC TURNAROUND IN THE COMPANY'S PERFORMANCE.
OUR STOCK PRICE HAS RISEN FROM $26.375 ON JUNE 30, 1989 TO $76.625 ON SEPTEMBER
15, 1994. OUR ANNUAL DIVIDEND HAS INCREASED TO $1.80 PER SHARE IN FISCAL 1994.
FROM A NET LOSS OF OVER $20 MILLION IN FISCAL 1989, OUR NET INCOME SURGED TO
$102 MILLION EXCLUDING ACCOUNTING CHARGES IN FISCAL 1994.
Don't let the Paperworkers Union disrupt our progress to further its own
agenda, which is counter to your economic interests. A vote in support of
the Union's proxy fight could serve to encourage and prolong its corporate
campaign against your company.
Because of the proxy contest which has occurred as a result of the Coalition's
dissemination of proxy materials, the company is required under applicable
securities laws to provide all shareholders with certain additional information
concerning the company's directors. Attached is a fact sheet containing that
additional information. Also included is some background information concerning
Mr. William P. Dixon, the director candidate being supported by the Coalition
and the Union, which the company must disclose in accordance with a court order
recently obtained by a Union representative.
I strongly urge you to protect your own interests by voting FOR the Election
of Directors and the Proposal to increase the number of authorized shares and
AGAINST the shareholder proposals, Proposals c-1 through c-5 on the enclosed
WHITE PROXY CARD WITH A RED STRIPE.
Sincerely,
/S/ FREDERICK P. STRATTON, JR.
Frederick P. Stratton, Jr.
Chairman and Chief Executive Officer
<PAGE> 3
If your shares of Common Stock are held in the name of a bank or brokerage
firm, only that firm can execute a proxy card on your behalf. Please contact
the person responsible for your account and give instructions for a proxy card
to be voted FOR Proposals (a) Election of Directors and (b) Increase of
Authorized Shares and AGAINST Proposals (c) (1-5), the Shareholder Proposals.
If you have questions or need assistance in voting your shares, please contact
the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
<PAGE> 4
BRIGGS & STRATTON CORPORATION
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
SUPPLEMENTAL PROXY STATEMENT INFORMATION
ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 19, 1994
Participants in the Solicitation
<TABLE>
<CAPTION>
Name, Business Address & Additional Information Regarding Participants
<S> <C>
Michael E. Batten: Twin Disc, Incorporated; 1328 Racine Street, Racine, WI 53403
Robert H. Eldridge (1): Briggs & Stratton Corporation; 12301 W. Wirth Street, Wauwatosa WI 53222
Peter A. Georgescu: Young & Rubicam Inc.; 285 Madison Avenue, New York, NY 10017
Purchased 250 shares of Company stock on August 29, 1994.
Sheldon B. Lubar: Lubar & Co.; 777 E. Wisconsin Avenue, Milwaukee WI 53202
Chairman of Lubar & Co., a venture capital and investment firm.
Purchased 200 shares of Company stock on April 11, 1994.
John L. Murray: 433 E. Michigan Street, Milwaukee WI 53202
Clarence B. Rogers: Equifax Inc.; 1600 Peachtree Road, N.W., Atlanta GA 30309
John S. Shiely (2): Briggs & Stratton Corporation; 12301 W. Wirth Street, Wauwatosa WI 53222
Charles I. Story: INROADS, Inc.; 315 Deadrick Street, Nashville TN 37238
Purchased 200 shares of Company stock on August 12, 1994.
Frederick P. Stratton, Jr.: Briggs & Stratton Corporation; 12301 W. Wirth Street, Wauwatosa WI 53222
(1)(2)(3) Purchased 1002 shares of Company stock through exercise of option on
February 17, 1994. On October 26, 1992 a Trust, of which Mr. Stratton is a
Trustee, sold 150 shares of Company stock to another Trust, of which he is a
Trustee. Holds 2,250 shares of Company stock as custodian for niece and nephews.
Elwin J. Zarwell (4): 411 E. Wisconsin Avenue, Milwaukee WI 53202
</TABLE>
Footnotes:
(1) Member of Investment Committee of Briggs & Stratton Retirement Plan,
12301 W. Wirth Street, Wauwatosa WI 53222, which holds 87,100 shares of
Company stock.
(2) Director of Briggs & Stratton Corporation Foundation, 12301 W. Wirth
Street, Wauwatosa WI 53222, which purchased 3,264 shares of Company
stock on June 7, 1994.
(3) Harold M. Stratton, brother, is Vice President and General Manager
of B&S Technologies and is covered by Employment Agreement and Change of
Control Agreement. The Company has announced the proposed spin-off of the
Company's lock division, of which it is anticipated that Harold M.
Stratton will be an executive officer.
(4) Retired as a partner in Quarles & Brady effective September 30, 1994.
(CONTINUED ON REVERSE SIDE)
<PAGE> 5
Additional Director Candidate
The Company has been informed that William P. Dixon may be nominated for
election as a director by a shareholder at the 1994 Annual Meeting. Proxy
materials concerning Mr. Dixon's candidacy have been distributed to
shareholders by a group called the Wisconsin Coalition for Responsible
Investment. All of the Coalition's expenses in distributing such materials will
be paid by the United Paperworkers International Union, which represents most
of the Company's unionized workers in Wisconsin. William P. Dixon, 50, is
presently a partner in the law firm of Davis, Miner, Barnhill & Galland, P.C.,
Madison WI; served as commissioner of banking of Wisconsin from 1983 to 1985;
served as chief of staff to U.S. Senator Gary Hart in 1987; and served as
alternative executive director to the World Bank from 1977 to 1979.
Voting Information
The Company's proxy statement dated September 8, 1994, the entirety of which
is incorporated herein by reference, contains certain information concerning
the vote required in the election of directors. In addition to what is stated
therein, shareholders should be aware that, because the Coalition is soliciting
proxies for only one of the three available Board seats, two vacancies could
result should the Coalition's candidate be elected through use of the gold
proxy card. In accordance with the Company's Articles of Incorporation, any
vacancies resulting on the Board shall be filled by a vote of the majority
of the directors then in office.
Solicitation Expenditures
As of September 30, 1994, the Company had expended a total of $62,000 in
connection with its solicitation of proxies for the 1994 Annual Meeting, which
amount includes $12,500 of the fee to be paid to Georgeson & Company Inc. as
described in the Company's proxy statement dated September 8, 1994. The Company
estimates that it will spend an additional $48,000 in connection with its
solicitation activities for the period of October 1, 1994 through the Annual
Meeting. These amounts do not reflect amounts normally expended by the Company
for a solicitation for the election of directors in the absence of a proxy
contest, nor do they reflect amounts represented by salaries and wages of
regular employees and officers of the Company who may have participated in the
solicitation efforts.
October 4, 1994
<PAGE> 6
[LOGO]
PROXY
BRIGGS & STRATTON CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 19, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned does hereby constitute and appoint FREDERICK P. STRATTON, JR.
and ROBERT H. ELDRIDGE, and each of them, with several power of substitution,
attorneys and proxies, for and in the name, place and stead of the undersigned,
to vote all shares votable by the undersigned at the shareholders' annual
meeting of Briggs & Stratton Corporation to be held at Wauwatosa, Wisconsin,
October 19, 1994 at 1:30 p.m. Central Daylight Time and any adjournments
thereof, subject to the directions indicated on the reverse side hereof, hereby
revoking any proxy previously given.
(PLEASE DO NOT SEPARATE - RETURN ENTIRE PROXY)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR
PROPOSALS (a) AND (b), AGAINST PROPOSALS (c): (1), (2), (3), (4) AND (5), AND
IN THE DISCRETION OF THE PROXYHOLDERS ON OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
Signed ___________________________
___________________________
Dated _____________________, 1994
Please sign name exactly as it appears hereon. When signed as
attorney, executor, trustee or guardian, please add title. For
joint accounts, each owner should sign.
/ / I PLAN TO ATTEND THE MEETING.
<PAGE> 7
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS AND PROPOSAL
(b).
(a) Election of Directors: Nominees - John L. Murray, John S. Shiely,
Charles I. Story
/ / VOTE FOR all nominees listed above* / / VOTE WITHHELD from all
nominees listed above
*To withhold authority to vote for any nominee, write the nominee's name on
the space below.
(b) Proposal to approve amendment to Articles of Incorporation to increase
authorized shares.
/ / FOR / / AGAINST / / ABSTAIN
(PLEASE DO NOT SEPARATE - RETURN ENTIRE PROXY)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS (c): (1), (2), (3),
(4) AND (5).
(c) (1) Proposal urging declassification of Board.
/ / FOR / / AGAINST / / ABSTAIN
(2) Proposal to separate positions of Chairperson and CEO and require
Chairperson to be outside director.
/ / FOR / / AGAINST / / ABSTAIN
(3) Proposal to eliminate change of control agreements.
/ / FOR / / AGAINST / / ABSTAIN
(4) Proposal to redeem shareholder rights issued under Rights Agreement.
/ / FOR / / AGAINST / / ABSTAIN
(5) Proposal to establish Committee of Shareholder Representatives.
/ / FOR / / AGAINST / / ABSTAIN
(d) In their discretion on other matters as may properly come before the
meeting.
All as set forth in the Notice and Proxy Statement relating to the meeting,
the receipt of which is hereby acknowledged.
<PAGE> 8
October 4, 1994
Dear Institutional Investor:
Please find enclosed an information packet concerning Briggs & Stratton, its
recent performance and our corporate governance practices. I am sure you will
agree that we have produced extremely good returns for our shareholders over
the past five years.
Our Annual Meeting is scheduled for October 19, 1994. Among the items to be
considered at that Meeting is a proposal to increase the number of shares of
authorized common stock. The increase will be used, in part, to distribute the
shares required by our recently announced 2-for-1 stock split.
As you may know, a group calling itself The Wisconsin Coalition for Responsible
Investment has launched a proxy campaign in support of a dissident Director
candidate and five shareholder proposals. You should be aware, that all of
the Coalition's expenses will be paid by The United Paperworkers International
Union, which represents the majority of the Company's unionized workers at our
Wisconsin plants. We are not aware that the Coalition owns any shares in
Briggs & Stratton and the dissident candidate owns only ten shares. All the
proponents of the shareholder proposals are affiliated with the local
bargaining unit of the United Paperworkers International.
We believe that this proxy contest is part of a long standing corporate
campaign against the Company, and was triggered by the recent decision to
transfer operations to new facilities and existing facilities outside Wisconsin,
resulting in a reduction of our unionized workforce in Wisconsin. Documents
filed with the Securities and Exchange Commission indicate the Paperworkers'
candidate intends to support labor issues if he were elected. We are concerned
that his alignment with the Union would result in a one-sided approach to
corporate issues which fails to consider the needs of all Company shareholders.
The decision to expand our operations outside Wisconsin was an extremely
difficult one for your Board. Our evolving, extremely competitive marketplace,
however, requires that we continue to cut costs and increase productivity if we
are to continue to generate strong performance for our shareholders.
It is extremely important that our Board continue to be able to make its
decisions in a deliberative fashion, which, while taking into account the
interests of all our constituencies, places paramount importance on the
shareholders' interests. Corporate campaigns, which misuse the proxy process
by pressuring and harassing the Board on behalf of narrow interest groups
attempts to hinder that process. I strongly urge you to reject the
Paperworkers'
<PAGE> 9
cynical efforts to subvert the principles of corporate democracy by voting FOR
the Board's nominees and its proposal to increase authorized shares and AGAINST
the Paperworkers' shareholder proposals.
We look forward to having the opportunity to speak with you on this matter.
Please do not hesitate to call Robert H. Eldridge or me at 259-5333 if you
have any questions or concerns about our Annual Meeting or our corporate
strategy.
Sincerely,
/s/ F. P. Stratton, Jr.
Frederick P. Stratton, Jr.
Chairman and Chief Executive Officer
<PAGE> 10
BRIGGS & STRATTON CORPORATION
A PROVEN TRACK RECORD OF MANAGING
FOR SHAREHOLDER VALUE
FY94 HIGHLIGHTS
* RECORD SALES OF $1.286 BILLION, A 13% INCREASE OVER FY93
* RECORD NET INCOME OF $102 MILLION, EXCLUDING ACCOUNTING CHANGES, A 46%
INCREASE OVER FY93
* RETURN ON AVERAGE SHAREHOLDERS' INVESTMENT OF 26.8%, EXCLUDING ACCOUNTING
CHANGES.
* CUMULATIVE TOTAL SHAREHOLDER RETURN FOR PAST 5 YEARS 2.5X BETTER THAN S&P 500
AND 2.3X BETTER THAN PEER GROUP
* DIVIDENDS INCREASED TO $1.80 PER SHARE
* CASH OPERATING EARNINGS WERE $38 MILLION GREATER THAN COST OF CAPITAL
* SPIN-OFF OF AUTOMOTIVE LOCK BUSINESS ANNOUNCED FOR EARLY 1995
<PAGE> 11
The Board of Directors of Briggs & Stratton Corporation is committed to
shareholder value-driven management. After a disappointing performance in
fiscal 1989 (net loss of $20 million), the Board oversaw a dramatic
restructuring of operations and instituted an Economic Value Added (EVA)
performance measurement and incentive compensation system. This system is
geared to producing shareholder value.
The following charts demonstrate the success of the Company's value-focused
efforts.
2
<PAGE> 12
BRIGGS & STRATTON CORPORATION
Net Income
(Per Share)
FY 89 FY90 FY91 FY92 FY93 FY94
($1.39) $2.45 $2.52 $3.56 $4.86 $7.09*
*Excluding Accounting Changes
Shareholders' Investment
(Per Share)
FY 89 FY90 FY91 FY92 FY93 FY94
$17.92 $18.76 $19.69 $21.60 $24.89 $27.92
3
<PAGE> 13
BRIGGS & STRATTON CORPORATION
Annual Dividends
(Per Share)
FY90 FY91 FY92 FY93 FY94
$1.60 $1.60 $1.60 $1.70 $1.80
<TABLE>
<CAPTION>
close close close
month price month price month price
- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C> <C>
6/90 32-7/8 1/92 48-3/4 7/93 70-5/8
7/90 32-3/8 2/92 50-3/8 8/93 81
8/90 25-1/2 3/92 53-5/8 9/93 84-1/2
9/90 24-3/8 4/92 49-3/4 10/93 87-3/8
10/90 22-5/8 5/92 46-3/4 11/93 82-1/4
11/90 26-1/4 6/92 44-7/8 12/93 82-1/2
12/90 26-1/4 7/92 47-1/2 1/94 86-1/2
1/91 30 8/92 43-5/8 2/94 85-1/4
2/91 30 9/92 47-1/4 3/94 84
3/91 28-3/8 10/92 47-7/8 4/94 84-1/4
4/91 29-7/8 11/92 50-3/4 5/94 75-1/2
5/91 32-1/2 12/92 46-1/2 6/94 66-7/8
6/91 32-7/8 1/93 57-1/4 7/94 72-5/8
7/91 36-3/8 2/93 62-1/8 8/94 77-1/8
8/91 37-7/8 3/93 67-1/4 9/94
9/91 38-3/4 4/93 62-7/8
10/91 42 5/93 65
11/91 41-5/8 6/93 66-1/8
12/91 44-1/8
</TABLE>
4
<PAGE> 14
BRIGGS & STRATTON - THE WORLD'S LEADER IN
SMALL ENGINES AND AUTOMOTIVE LOCKS
Briggs & Stratton Corporation is the world's largest producer of air-cooled
gasoline engines for outdoor power equipment. The Lawn and Garden Equipment
Industry is its largest market, accounting for 85% of total equipment sales.
The Company provides an engine for virtually every use requiring 3 through 20
horsepower, including walk-behind and riding lawn mowers, garden tillers and
shredders, snow throwers, garden tractors and vacuums. Total engine and parts
sales in fiscal 1994 were $1,197,744,000.
A division, Briggs & Stratton Technologies, designs, develops, manufactures,
sells and services mechanical locks, electromechanical locks and related
products to the North American automotive manufacturing market. Total sales for
the division were $87,773,000 in fiscal 1994.
The Board has decided to distribute the Automotive Lock Division to the
shareholders through a tax-free spin-off in the early part of 1995. The
spin-off is consistent with the Company's strategic focus: concentration of
resources on securing the Company's competitive position as the leader in high
volume, high value, low cost, air-cooled engines and related products and
services.
The Company has manufacturing facilities located in Wauwatosa, Glendale,
Menomonee Falls and West Allis, Wisconsin; Murray, Kentucky; Poplar Bluff,
Missouri; and Juarez, Mexico. All three Small Engine Division plants have
received the internationally recognized ISO 9000 Quality System registration.
The Company has a manufacturing operation near Osaka, Japan through a joint
venture with Daihatsu Motor Company, as well as a facility in Chongqing, China
through a joint venture with Puling Machinery Works.
The total number of employees is approximately 8,600.
As part of a recently announced facilities expansion plan, the Company will
increase operations at its Poplar Bluff and Murray factories and will open
three new manufacturing facilities over the next three years, at a cost of
approximately $112 million. The new facilities will be located in Auburn,
Alabama, Statesboro, Georgia and a site to be determined. The Company also is
establishing operations at a recently acquired facility in Ravenna, Michigan at
a cost of $20 million.
A market valuation of the outstanding stock on September 15 is approximately
$1,085,000,000.
5
<PAGE> 15
THE COMPANY'S MANAGEMENT PHILOSOPHY - MANAGING
FOR VALUE CREATION TO INCREASE SHAREHOLDER VALUE
In 1989 the Company suffered a loss in excess of $20 million. That loss and
the consequent steep decline in stock price caused the Board to reevaluate
the Company's basic strategy and management philosophy.
It has been said that the ultimate job of management is to effectively manage
the corporation's six major constituencies: shareholders, lenders, employees,
customers, suppliers and the community. The issue becomes: to what end must
these constituencies be managed? The early entrepreneurs knew instinctively
what the right answer was because they were managing their own capital. These
corporate constituencies must be managed toward the end of creating value.
But, with the de-concentration of corporate shareholdings, the managements of
many major corporations focused more on their own survival, and they
accordingly managed those corporate constituencies toward the end of
arbitrating value demands among those constituencies (i.e., buying peace). In
other words, their activities were much more distributive (allocating value)
than they were integrative (creating value).
At Briggs & Stratton, management recognized early on that shareholder value was
imperative. In 1989, the Company developed and implemented its Economic Value
Added ("EVA") Program. The purpose of the EVA value management program is to
link our performance measurement and incentives to the goals of the capital
providers. The Company recognizes that it has a basic obligation to provide an
adequate return to its capital providing corporate constituencies. It
recognizes a further obligation to create value for its shareholders over and
above the cost of capital. How is that achieved? Real value creation requires
an integrative process of managing the four non-capital providing corporate
constituencies (employees, customers, suppliers and community) toward the end
of creating value. This is what Briggs & Stratton refers to as "Managing for
Value Creation."
The Company's approach to shareholder value creation has received a significant
amount of attention, including coverage in the September 20, 1993 issue of
Fortune magazine. Briggs & Stratton was listed among the "highly regarded major
corporations" such as Coca-Cola, AT&T, Quaker Oats, and CSX that have adopted
EVA programs. The article notes that "Managers who run their businesses
according to the precepts of EVA have hugely increased the value of their
companies. Investors who know about EVA, and know which companies are
employing it, have grown rich."
The Company's value-driven restructuring involved a focusing of the Company's
strategy on solidifying its position as the broad scope cost leader in the
industry, the adoption of a decentralized organization structure, and the
integration of value based performance measurement and incentive compensation
systems. The benefits realized from the restructuring have been substantial:
better product line focus, improved financial accountability, more thorough
integration of cross-functional initiatives, better assessment of labor/capital
trade-offs and internal development of experienced operational general
managers.
6
<PAGE> 16
THE CURRENT CHALLENGE - TO MEET THE DEMANDS OF
AN EVOLVING MARKET OF MASS MERCHANDISERS
The major challenge currently confronting Briggs & Stratton is to continue the
Company's effective capital and cost management efforts to respond to the
evolving nature of its marketplace - the shift from dealers to mass
merchandisers, such as Wal-Mart and Kmart. The buying power of these mass
merchandisers permits them to demand lower prices from the manufacturers who,
in turn, seek the lowest possible prices for purchased components, such as
engines.
The five largest retailers now account for more than half of the lawn mowers
sold in the United States. Most walk-behind lawn mowers and a majority of
riding lawn mowers are sold by mass merchandisers. The consequential reduction
in the premium our brand equity could command requires extraordinary efforts to
support our broad scope cost leadership strategy.
As a major step in the efforts to manage labor costs, the Company recently
announced the transfer of its Milwaukee small engine manufacturing operations
to existing plants in Murray, Kentucky and Poplar Bluff, Missouri, and a site
to be determined, most likely in the southern United States. Most large engine
assembly and some other large engine manufacturing operations will be moved to
new plants in Auburn, Alabama and Statesboro, Georgia. This facilities
relocation and construction program will be implemented over a three year
period and will involve capital expenditures of approximately $112 million. EVA
analysis demonstrates that the expenditures required will produce extremely
strong returns for the shareholders.
An unfortunate consequence of the facilities relocation and expansion program
is that it will involve the reduction of the Wisconsin hourly work force by
approximately 2,000. The vast majority of workers employed there are members
of the United Paperworkers International Union which is sponsoring the campaign
at our 1994 Annual Meeting in support of a dissident candidate for election
as director and five shareholder proposals. The Paperworkers' proxy campaign
is part of a long standing program of harassing the Company in order to keep
jobs in Wisconsin.
7
<PAGE> 17
CORPORATE GOVERNANCE AT BRIGGS & STRATTON -
A STRONG BOARD IS THE BEST GUARANTOR OF
THE SHAREHOLDERS' INTERESTS
The Board of Directors believes that the most effective corporate governance
measure is a strong, independent Board of Directors dedicated to the best
interests of the corporation's owners, the shareholders.
The Briggs & Stratton Board is composed of nine directors, only three of whom
are inside directors (the CEO, the COO and the Secretary-Treasurer). The key
Board Committees, a Nominating and Salaried Personnel Committee and an Audit
Committee, are composed entirely of outside Directors.
<TABLE>
<CAPTION>
Years of
Director Occupation Service
- -------- ---------- -------
<S> <C> <C>
M. E. Batten Chairman & CEO, Twin Disc Incorporated 10
R. H. Eldridge Secretary-Treasurer 6
P. A. Georgescu President & CEO, Young & Rubicam, Inc. 8
J. L. Murray Retired Chairman & CEO,
Universal Foods Corporation 5
C. B. Rogers, Jr. Chairman & CEO, Equifax Inc. 3
J. S. Shiely President & COO 0 *
C. I. Story President & CEO, INROADS, Inc. 0 **
F. P. Stratton, Jr. Chairman & CEO 18
E. J. Zarwell Retired Partner, Quarles & Brady 22
</TABLE>
______________
* John Shiely was elected by the Board in August 1994 to fill the vacancy
resulting from the retirement of Richard E. Marceau, former President and
COO, who had served as a Director since 1988. Mr. Shiely is a nominee for
election at the 1994 Annual Meeting.
** Mr. Story has been nominated by the Board for election at the 1994 Annual
Meeting to fill the position currently held by Sheldon B. Lubar, the
Chairman of Lubar & Co., who has served as a Director since 1989 and has
chosen not to stand for reelection.
8
<PAGE> 18
Committee Assignments
Audit: Messrs. Batten (Chairman), Georgescu, Lubar, Murray and
Rogers
Executive: Messrs. Stratton and Zarwell
Nominating and
Salaried Personnel: Messrs. Murray (Chairman), Batten and Lubar
Planning: Messrs. Stratton (Chairman), Georgescu and Rogers
The Board has a strict policy which requires the retirement of a Director at
the Annual Meeting following his/her 70th birthday.
The Company's record over the past five years, in particular, demonstrates the
effectiveness of the Board in upholding the rights of shareholders. In the
field of corporate governance, "one size does not fit all." Briggs & Stratton's
Board has proven its effectiveness. That effectiveness, however, should not be
diluted by harassment through misuse of the proxy process by groups whose
interests are opposed to those of the shareholders.
9
