<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______________ to _______________
Commission file number 1-1370
BRIGGS & STRATTON CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
A Wisconsin Corporation 39-0182330
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12301 West Wirth Street, Wauwatosa, Wisconsin 53222
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
414/259-5333
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No_____.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Outstanding at
Class May 16, 1995
- --------------------------------------------------------------------------------
<S> <C>
COMMON STOCK, par value $0.01 per share 28,927,000 Shares
</TABLE>
-1-
<PAGE> 2
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
April 2, 1995, July 3, 1994 and
March 27, 1994 3
Consolidated Condensed Statements of Income -
Three Months and Nine Months Ended
April 2, 1995 and March 27, 1994 4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended April 2, 1995 and
March 27, 1994 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
PART II - OTHER INFORMATION 10
</TABLE>
-2-
<PAGE> 3
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands of dollars)
ASSETS
------
April 2 July 3 March 27
1995 1994 1994
--------- ------- --------
CURRENT ASSETS: (Unaudited) (Unaudited)
<S> <C> <C> <C>
Cash and cash equivalents $114,247 $221,101 $ 92,576
Short-term investments - - 15,002
Receivables, net 265,432 122,597 237,359
Inventories -
Finished products and parts 87,881 55,847 50,168
Work in process 34,773 27,078 19,705
Raw materials 3,863 2,745 3,636
----------------------------------
Total inventories $126,517 $ 85,670 $ 73,509
Future income tax benefits 34,479 32,868 29,590
Prepaid expenses 13,746 20,548 15,219
----------------------------------
Total current assets $554,421 $482,784 $463,255
----------------------------------
PREPAID PENSION COST $ 12,406 $ 8,681 $ 8,316
----------------------------------
PLANT AND EQUIPMENT, at cost: $670,867 $669,593 $667,961
Less - Accumulated depreciation and
unamortized investment tax credit 376,472 383,703 379,366
----------------------------------
Total plant and equipment, net $294,395 $285,890 $288,595
----------------------------------
$861,222 $777,355 $760,166
==================================
LIABILITIES & SHAREHOLDERS' INVESTMENT
--------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 80,248 $ 56,364 $ 49,717
Domestic notes payable 1,750 - -
Foreign loans 24,764 21,323 23,706
Accrued liabilities 129,930 119,954 123,142
Dividends payable 7,232 - 6,653
Federal and state income taxes 21,487 9,103 11,285
----------------------------------
Total current liabilities $265,411 $206,744 $214,503
----------------------------------
DEFERRED INCOME TAXES $ 7,383 $ 12,317 $ 13,967
----------------------------------
ACCRUED EMPLOYEE BENEFITS $ 15,966 $ 15,423 $ 14,760
----------------------------------
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION $ 63,566 $ 64,079 $ 63,434
----------------------------------
LONG-TERM DEBT $ 75,000 $ 75,000 $ 75,000
----------------------------------
SHAREHOLDERS' INVESTMENT:
Common stock-
Authorized 60,000,000 shares, $.01 par value
Issued and outstanding 28,927,000 shares on
April 2, 1995, and 14,463,500 shares on
July 3, 1994 and March 27, 1994 $ 289 $ 145 $ 145
Additional paid-in capital 41,775 42,358 42,404
Retained earnings 392,521 362,136 337,075
Cumulative translation adjustments (689) (847) (1,122)
----------------------------------
Total shareholders' investment $433,896 $403,792 $378,502
----------------------------------
$861,222 $777,355 $760,166
==================================
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE> 4
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands of dollars except amounts per share)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ ------------------
April 2 March 27 April 2 March 27
1995 1994 1995 1994
------- -------- ------- ---------
<S> <C> <C> <C> <C>
NET SALES $450,163 $386,196 $1,044,725 $913,705
COST OF GOODS SOLD 344,725 303,223 815,964 730,155
-------- -------- ---------- --------
Gross profit on sales $105,438 $ 82,973 $ 228,761 $183,550
ENGINEERING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 27,742 24,169 76,715 67,808
--------- ------- ---------- --------
Income from operations $ 77,696 $ 58,804 $ 152,046 $115,742
INTEREST EXPENSE (2,195) (2,148) (6,407) (6,335)
OTHER INCOME(EXPENSE), net 2,100 1,863 5,959 6,600
-------- -------- ---------- --------
Income before provision
for income taxes $ 77,601 $ 58,519 $ 151,598 $116,007
PROVISION FOR INCOME TAXES 30,270 22,810 59,130 45,240
-------- -------- ---------- --------
Net income before cumulative
effect of accounting changes $ 47,331 $ 35,709 $ 92,468 $ 70,767
-------- -------- ---------- --------
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES FOR:
Postretirement health care, net of
income taxes $ - $ - $ - $(40,232)
Postemployment benefits, net of
income taxes - - - (672)
Deferred income taxes - - - 8,346
-------- -------- ---------- --------
$ - $ - $ - $(32,558)
-------- -------- ---------- --------
Net income $ 47,331 $ 35,709 $ 92,468 $ 38,209
======== ======== ========== ========
PER SHARE DATA* -
Net income before cumulative
effect of accounting changes $ 1.64 $ 1.23 $ 3.20 $ 2.45
Cumulative effect of accounting changes - - - (1.13)
------ ------ ------ ------
Net income $ 1.64 $ 1.23 $ 3.20 $ 1.32
====== ====== ====== ======
Cash dividends $ .25 $ .23 $ .73 $ .67
====== ====== ====== ======
</TABLE>
* Based on 28,927,000 shares outstanding. All per share amounts have been
adjusted for the 2-for-1 stock split in November 1994.
The accompanying notes are an integral part of these statements.
-4-
<PAGE> 5
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Increase(Decrease) in Cash and Cash Equivalents
(In thousands of dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: April 2, 1995 March 27, 1994
------------- --------------
<S> <C> <C>
Net income $ 92,468 $ 38,209
Adjustments to reconcile net income to net
cash provided by operating activities -
Cumulative effect of accounting changes,
net of taxes - 32,558
Depreciation 33,848 31,489
(Gain)Loss on disposition of plant and
equipment 608 (2,208)
(Increase)decrease in operating assets -
Accounts receivable (160,191) (112,378)
Inventories (48,596) 556
Other current assets (5,053) (1,986)
Other assets 1,252 (714)
Increase(decrease) in liabilities -
Accounts payable and accrued
liabilities 59,825 43,508
Other liabilities (2,004) 2,841
--------- --------
Net cash provided(used) by
operating activities $ (27,843) $ 31,875
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of short-term investments $ - $ 55,420
Additions to plant and equipment (70,709) (29,821)
Proceeds received on sale of plant and equipment 2,075 7,115
Decrease in cash due to spin-off of lock business (174) -
--------- --------
Net cash provided(used) by investing
activities $ (68,808) $ 32,714
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on domestic and
foreign loans $ 12,191 $ 7,779
Dividends (21,117) (19,381)
Purchase of common stock for treasury (784) (717)
Proceeds from exercise of stock options 345 238
--------- --------
Net cash used by financing activities $ (9,365) $(12,081)
--------- --------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH EQUIVALENTS $ (838) $ 567
--------- --------
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS $(106,854) $ 53,075
CASH AND CASH EQUIVALENTS, beginning 221,101 39,501
--------- --------
CASH AND CASH EQUIVALENTS, ending $ 114,247 $ 92,576
========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 6,351 $ 6,335
========= ========
Income taxes paid $ 53,271 $ 48,169
========= ========
</TABLE>
The accompanying notes are an integral part of these statements.
-5-
<PAGE> 6
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission and therefore do not include all information
and footnotes necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting
principles. However, in the opinion of the Company, adequate disclosures have
been presented to make the information not misleading, and all adjustments
necessary to present fair statements of the results of operations and financial
position have been included. All of these adjustments are of a normal recurring
nature. It is suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.
On October 19, 1994, shareholders approved a doubling of the
authorized common stock shares to 60,000,000. This allowed the Company to
effect a 2-for-1 stock split previously authorized by the Board of Directors.
The distribution on November 14, 1994 increased the number of shares
outstanding from 14,463,500 to 28,927,000. The amount of $145,000 was
transferred from the additional paid-in capital account to the common stock
account to record this distribution.
On January 18, 1995, the Board of Directors approved an amendment to
the Shareholder Rights Plan to change the termination date of the rights issued
under the Plan from January 5, 2000 to July 1, 1996.
On February 27, 1995, the Company spun off its lock business to its
shareholders as a tax-free distribution. This spin-off was accomplished by
distributing shares in a newly created corporation on the basis of one share in
the new corporation for each five shares of Briggs & Stratton Corporation
stock. The newly created corporation, STRATTEC SECURITY CORPORATION, is
publicly traded. This distribution was not accounted for as a discontinued
business because the amounts were not material, and thus there were no
restatements of prior period financial statements.
-6-
<PAGE> 7
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following is Management's discussion and analysis of certain
significant factors which have affected the Company's results of operations and
financial condition during the periods included in the accompanying
consolidated condensed financial statements.
RESULTS OF OPERATIONS
SALES
Net sales for the third quarter of fiscal 1995 increased 17% or
$63,967,000 over the same quarter in the preceding year. The primary reason
for this change was a 16% increase in the number of engines sold as a result of
outdoor power equipment manufacturers building inventory for the spring selling
season at a rate greater than last year because of the strong economy. A small
portion of the sales increase is due to modest selling price increases and
step-up sales within the same horsepower category, offset in part by the
negative impact of a slight shift in the product mix to lower horsepower, lower
selling price engines.
Improving economies in Europe caused a larger increased rate in export
sales than in domestic sales. Service sales also had large increases between
years driven by improvements in service engine unit volumes resulting from
better product availability.
Lock unit shipments declined because the lock business was spun off to
the shareholders after two of the three months in the quarter.
Net sales for the nine months ended March 1995 increased 14% to
$1,044,725,000. Engine unit shipments increased 11%. The items described
above all had a positive effect on the increased sales. Product mix also had a
favorable effect on sales because of the heavier sales of greater horsepower
engines in the first two quarters.
The U.S. economy is reasonably strong, but the weather has been less
favorable than last year. The optimism of retailers varies as each weekend's
sales are reported. Equipment manufacturers, most of whom have large
inventories, have become cautious. Thus, Company management believes it likely
that engine shipments for the fourth fiscal quarter will be less than for last
year's fourth fiscal quarter.
GROSS PROFIT
Gross profit increased 27% or $22,465,000 between years, primarily as
a result of the increase in volume described previously. This resulted from
the spreading of fixed costs over a larger number of engine units. This
improvement was partially offset by a significant increase in aluminum costs
which is the major raw material in engines.
-7-
<PAGE> 8
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION (Continued)
The same factors caused the increase in gross profit of 25% in the
nine-month comparison.
In December 1994, the Company reached an agreement with the union
representing most hourly employees in the Milwaukee area plants on a three-year
contract that will take effect when the current contract expires July 31, 1995.
Supplemental retirement benefits in the new contract will require the Company
to take a charge of approximately $.30 per share in the fourth fiscal quarter.
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Expenses in this category increased $3,573,000 or 15% when comparing
the two third fiscal quarters. This resulted from increases in professional
services related to increased engine emission work and marketing and
advertising expenses. These same factors effected the 13% increase in the
nine-month comparison.
INTEREST EXPENSE
This expense did not show any significant change between years. The
Company maintained the same debt structure throughout the fiscal year and no
additional domestic short-term borrowing was required.
OTHER INCOME
This category showed a 13% increase in the quarterly comparison and a
10% decrease in the nine-month comparison. An increase in interest income had
a positive effect on both periods and was due to the presence of more
investable funds. Offsetting the interest income increase in the nine-month
comparison was the absence of a $2,800,000 gain on the sale of a facility in
Germany in the first quarter of fiscal 1994.
PROVISION FOR INCOME TAXES
This category contains a 39% tax rate in each of the comparable
periods. Management estimates this rate will be in effect for the entire
fiscal year.
-8-
<PAGE> 9
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION (Continued)
CUMULATIVE EFFECT OF ACCOUNTING CHANGES
The preceding fiscal year contained an adjustment for the cumulative
effect of accounting changes made at the beginning of the first fiscal quarter.
This was the result of adopting Financial Accounting Standards Numbers 106, 112
and 109, which were fully described in the Company's 1994 fiscal year annual
report and previous year Forms 10-Q. These net charges totaled $32,558,000 for
the year and will not be repeated in the current or subsequent fiscal years.
FINANCIAL CONDITION
The following comments apply to the change in financial condition of
the Company since the preceding fiscal year end in June 1994.
Combined cash, cash equivalents and short-term investments decreased
$106,854,000 since the end of the previous fiscal year. The sum of $27,843,000
was used by operating activities. The primary reasons for this are: (1) a
$160,191,000 increase in accounts receivable due to extended payment terms and
increased sales activity in the current year third quarter; (2) a $48,596,000
increase in inventories in the finished and partly finished categories which
represent goods manufactured to be sold in the last quarter of this fiscal year
and in the next fiscal year. This increase resulted from actual demand being
lower than anticipated demand. Offsetting these were seasonal increases in
accounts payable of $59,825,000 and funds generated totaling $126,316,000
through net income and non-cash depreciation charges.
Another major use of cash during the fiscal year was for the purchase
of plant and equipment which totaled $70,709,000. This was $40,888,000 greater
than the preceding year and includes initial expenditures for the previously
announced major projects which include new engine plants, plant expansions, and
a new foundry. The new engine plants will be located in Auburn, Alabama;
Statesboro, Georgia; and Rolla, Missouri. It was previously estimated that the
incremental capital expenditures for these engine plants and plant expansions
will total $112,000,000 over a three-year period. This amount has subsequently
been increased by $12,000,000, primarily to reflect more current construction
cost estimates at two of the three plants. The new foundry, located in
Ravenna, Michigan, is projected to cost $20,000,000 over a two-year period.
Company management intends to finance all of these expenditures from operating
cash flow and available lines of credit.
On February 27, 1995, the Company spun off its lock business to its
shareholders as described in the Notes to the Financial Statements contained
elsewhere in this report. This spin-off resulted in a charge of $40,966,000 to
the retained earnings account representing the net assets in the spin-off.
Included in the items spun off was $7,000,000 of debt due on March 1, 1996,
which was assumed by the spun-off company--STRATTEC SECURITY CORPORATION.
-9-
<PAGE> 10
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description
------- -----------
10.9 Release and Settlement Agreement
27 Financial Data Schedule
(b) Reports on Form 8-K.
On March 2, 1995 the Company filed a report on Form 8-K for the
purpose of reporting the distribution on February 27, 1995 of all of
the outstanding shares of common stock, without consideration, of
STRATTEC SECURITY CORPORATION to the holders of Briggs & Stratton
Corporation common stock of record as of the close of business on
February 16, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRIGGS & STRATTON CORPORATION
-----------------------------
(Registrant)
Date: May 16, 1995 /s/ R. H. Eldridge
----------------------------------------------------
R. H. Eldridge
Executive Vice President & Chief Financial Officer,
Secretary-Treasurer
Date: May 16, 1995 /s/ J. E. Brenn
----------------------------------------------------
J. E. Brenn
Vice President and Controller
-10-
<PAGE> 11
BRIGGS & STRATTON CORPORATION
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
10.9 Release and Settlement Agreement
(Filed herewith)
27 Financial Data Schedule
(Filed herewith)
-11-
<PAGE> 1
BRIGGS & STRATTON CORPORATION
Form 10-Q for Quarterly Period Ended April 2, 1995
Exhibit No. 10.9
RELEASE AND SETTLEMENT AGREEMENT
<PAGE> 2
RELEASE AND SETTLEMENT AGREEMENT
This Release and Settlement Agreement ("Agreement"), dated as of
February 27, 1995 (the "Effective Date"), is made between Briggs & Stratton
Corporation ("Briggs"), a Wisconsin corporation, with offices at 12301 West
Wirth Street, Wauwatosa, Wisconsin 53222, and Mr. Harold M. Stratton, II ("the
"Executive").
WHEREAS, pursuant to the terms of the Contribution Agreement, Plan and
Agreement of Reorganization and Distribution, dated as of February 27, 1995,
and the Schedules, Exhibits and Annexes thereto ("Contribution Documents"), the
Executive will terminate his services with Briggs;
WHEREAS, the Executive and Briggs are parties to an Employment
Agreement, dated April 1, 1989 as renewed and amended from time to time, and a
Change in Control Employment Agreement, dated March 8, 1990 as renewed and
amended from time to time;
WHEREAS, the Executive is a participant in Briggs' Stock Incentive
Plan, Briggs' Economic Value Added Incentive Compensation Plan, and Briggs'
Officer Survivor Annuity Benefit Plan;
WHEREAS, as of the Effective Date, the Executive will be an officer
and participant in various STRATTEC SECURITY CORPORATION ("STRATTEC") benefits
plans.
WHEREAS, the Executive and Briggs desire to terminate the Executive's
rights under the benefit plans and agreements described above and agree upon
the responsibility of such payments and benefits;
<PAGE> 3
NOW, THEREFORE, in consideration of the agreements and covenants
contained herein, the Executive and Briggs hereby agree as follows:
1-4 Covenants By the Parties.
1. The Executive's Employment Agreement, dated April 1, 1989 (and
as renewed and amended from time to time), and Change in
Control Employment Agreement, dated March 8, 1990 (and as
renewed and amended from time to time), will terminate as of
the Effective Date. Except as specifically provided elsewhere
in the Contribution Documents, no further payments or other
form of remuneration under the Employment Agreement and Change
in Control Employment Agreement are due after the Effective
Date.
2. All of the Executive's rights in Briggs' Officer Survivor
Annuity Benefit Plan, as may have been amended from time to
time, will terminate as of the Effective Date. Except as
specifically provided elsewhere in the Contribution Documents,
no further payments or other form of remuneration under the
Officer Survivor Annuity Benefit Plan are due after the
Effective Date.
3. Prior to the Effective Date, the Executive previously
exercised 6,000 options exercisable in January, 1995. Briggs
agrees to accelerate the Executive's exercise date for (i) 600
options (granted on February 19, 1991) from January 1, 1996 to
January 18, 1995; (ii) 3,400 options
2
<PAGE> 4
(granted February 19, 1991) from January 1, 1996 to the Effective
Date; and (iii) 12,000 options (granted May 18, 1992) from January 1,
1996 and 1997 to the Effective Date. The Executive exercised the 600
options described in 3.(i) above on or before the Effective Date. The
Executive agrees to exercise the 15,400 options (subject to any
adjustment as a result of the spin-off of STRATTEC) described in
3.(ii) and (iii) above and Briggs agrees to cash out the options
(hereafter "Proceeds") in accordance with the procedures and terms of
the Briggs' Stock Incentive Plan during the April 1995 Window Period
(as defined in the Briggs Stock Incentive Plan). If the April 1995
Window Period is unavailable, Briggs and the Executive agree to select
the next Window Period or another mutually agreed upon date. By May
31, 1995, Executive will receive the Proceeds less any amount required
by law to be withheld for income or employment taxes. The Executive
agrees that all other Briggs options held by the Executive will expire
as of the Effective Date and that the Executive's participation in
Briggs' Stock Incentive Plan will terminate as of the Effective Date.
Except as specifically provided elsewhere in the Contribution
Documents, no further payments or other form of remuneration under the
Briggs Stock Incentive Plan are due after the Effective Date.
3
<PAGE> 5
4. By August 15, 1995 and pursuant to the terms of Briggs'
Economic Value Added Incentive Compensation Plan ("EVA Plan"),
the Executive will receive $55,817, less any amount required
by law to be withheld for income or employment taxes, in
complete payment of the Bank Balance under the EVA Plan. The
Executive agrees that the Executive's participation in Briggs'
EVA Plan will terminate as of the Effective Date and that,
except as specifically provided elsewhere in the Contribution
Documents, (including, but not limited to, any payments the
Executive will receive pursuant to the Employee Benefits and
Compensation Agreement, dated February 27, 1995) no further
form of remuneration or payments are due.
5. Release.
The Executive, for himself, his heirs, personal
representatives and assigns does hereby remise, release and
discharge Briggs, its subsidiaries, affiliates, its officers,
directors, employee and its agents, attorneys, heirs,
successors ("Released Parties") of and from any and all manner
of action or actions, cause or cause of action, suits, debts,
covenants, contracts, agreements, judgements, executions,
claims (including, but not limited to, contribution),
liabilities, obligations and demands whatsoever in law or
equity, whether known or unknown, anticipated or
unanticipated, matured or
4
<PAGE> 6
unmatured, liquidated or unliquidated, fixed or contingent,
which the Executive now has or may have against the Released
Parties, for or by reason of any transaction, matter cause or
thing whatsoever whether based on tort, contract, or
otherwise, expressed or implied, or any federal, state or
local law, statute, or regulation concerning the benefit plans
or agreements described above in this Agreement; provided,
however, that this Agreement shall not release the Released
Parties from the covenants or obligation set forth in this
Agreement.
6. Entire Agreement.
This Agreement constitutes the entire agreement among the
parties with respect to the subject matter described herein
and there are no understandings or agreements relating to this
Agreement that are not fully expressed in this Agreement.
7. Waivers and Amendments.
This Agreement may be amended, superseded, canceled, renewed,
or modified, and the terms hereof may be waived only by a
written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part
of any party in exercising any right, power, or privilege
hereunder shall operate as a waiver thereof.
5
<PAGE> 7
8. Binding Effect.
This Agreement shall be binding upon and inure to the benefit
of the parties and their respective successors and permitted
assigns and legal representatives.
9. Counterparts.
This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts
shall together constitute one and the same agreement.
10. Headings.
The headings in this Agreement are for reference only, and
shall not affect the interpretation of this Agreement.
11. Governing Law.
This Agreement and the transactions contemplated hereby shall
be construed in accordance with and governed by the internal
laws of the State of Wisconsin.
12. Reformation and Severability.
If any provision of this Agreement shall be held to be
invalid, unenforceable or illegal in any jurisdiction under
any circumstances for any reason, (i) such provision shall be
reformed to the minimum extent necessary to cause such
provision to be valid, enforceable and legal and preserve the
original intent of the parties, or (ii) if such provision
cannot be so reformed, such provision shall be severed from
this
6
<PAGE> 8
Agreement. Such holding shall not affect or impair the
validity, enforceability or legality of such provision in any
other jurisdiction or under any other circumstances. Neither
such holding nor such reformation or severance shall affect or
impair the legality, validity or enforceability of any other
provisions of this Agreement to the extent that such other
provision is not itself actually in conflict with any
applicable law.
IN WITNESS HEREOF, the parties hereto have caused this
Agreement to be executed the day and year first above written.
Harold M. Stratton
- ------------------------------ ---------------------------------
Harold M. Stratton, II Briggs & Stratton Corporation
John S. Shiely
---------------------------------
John S. Shiely
President and Chief Operating
Officer
7
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-02-1995
<PERIOD-START> JUL-04-1994
<PERIOD-END> APR-02-1995
<EXCHANGE-RATE> 1
<CASH> 114,247,000
<SECURITIES> 0
<RECEIVABLES> 265,432,000
<ALLOWANCES> 0
<INVENTORY> 126,517,000
<CURRENT-ASSETS> 554,421,000
<PP&E> 670,867,000
<DEPRECIATION> 376,472,000
<TOTAL-ASSETS> 861,222,000
<CURRENT-LIABILITIES> 265,411,000
<BONDS> 0
<COMMON> 289,000
0
0
<OTHER-SE> 433,607,000
<TOTAL-LIABILITY-AND-EQUITY> 861,222,000
<SALES> 1,044,725,000
<TOTAL-REVENUES> 1,044,725,000
<CGS> 815,964,000
<TOTAL-COSTS> 815,964,000
<OTHER-EXPENSES> 70,756,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,407,000
<INCOME-PRETAX> 151,598,000
<INCOME-TAX> 59,130,000
<INCOME-CONTINUING> 92,468,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 92,468,000
<EPS-PRIMARY> 3.20
<EPS-DILUTED> 3.20
</TABLE>
